MINUTES TO ADOPT RESOLUTION consenting to assignment of Trustee Agent Agreements; Escrow Agent Agreements; and/or Paying Agent and Registrar and TRANSFER Agent Agreements
Monticello, Iowa
May 6, 2019
The City Council of the City of Monticello, Iowa, met on May 6, 2019, at 6:00 o’clock p.m., at the Renaissance Center, 220 E First Street, Monticello, Iowa. The Mayor presided and the roll was called showing the following members of the City Council present and absent:
Present: Dave Goedken, Brenda Hanken, Rob Paulson, Candy Langerman and Chris Lux
Absent: Tom Yeoman.
Council Member Goedken introduced the resolution hereinafter next set out and moved its adoption, seconded by Council Member Lux; and after due consideration thereof by the City Council, the Mayor put the question upon the adoption of the said resolution and the roll being called, the following named Council Members voted:
Ayes: Goedken, Lux, Hanken, Paulson and Langerman
Nays: None.
Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out.
• • • •
At the conclusion of the meeting and upon motion and vote, the meeting adjourned.
Brian Wolken, Mayor
Attest:
Sally Hinrichsen, City Clerk
RESOLUTION NO. 19-69
Resolution consenting to assignment of Trustee Agent Agreements; Escrow Agent Agreements; and/or Paying Agent and Registrar and Transfer Agent Agreements
WHEREAS, the City Council of the City of Monticello, Iowa (the “City”), has adopted certain resolutions (the “Resolutions”) duly authorizing and providing for the issuance of certain bonds, notes or other obligations (collectively, the “Outstanding Obligations”); and
WHEREAS, pursuant to the Resolutions, the City appointed Bankers Trust Company, Des Moines, Iowa (“Bankers Trust”), as the registrar and paying agent for the Outstanding Obligations and approved the execution of Paying Agent and Registrar and Transfer Agent Agreements with Bankers Trust with respect to the Outstanding Obligations; and
WHEREAS, in connection with the issuance of certain Outstanding Obligations, the City may have also entered into certain Trustee Agent Agreements and/or Escrow Agent Agreements with Bankers Trust; and
WHEREAS, UMB Bank, n.a. (“UMB”) will acquire the corporate trust business of Bankers Trust, and any existing Trustee Agent Agreements; Escrow Agent Agreements; and Paying Agent and Registrar and Transfer Agent Agreements (collectively, such Agreements are hereinafter referred to as the “Agreements”) between the City and Bankers Trust will be assigned by Bankers Trust to UMB; and
WHEREAS, Bankers Trust and UMB have requested that the City consent to the assignment of the Agreements;
NOW, THEREFORE, It Is Resolved by the City Council of the City of Monticello as follows:
Section 1. The City hereby consents to the assignment of the Agreements from Bankers Trust to UMB. The Mayor and the City Clerk are hereby authorized to execute such documents as may be necessary to carry out the assignment of the Agreements, including the “Acknowledgment to Assignment” that has been prepared by Bankers Trust and presented to the City.
Section 2. The effective date of the assignment of the Agreements shall be as set forth in the Acknowledgment to Assignment.
Section
3. To the extent that the City has
continuing disclosure requirements pursuant to Rule 15c2-12 of the Securities
Exchange Act relative to the Outstanding Obligations, the City will cause a
notice of the assignment of the Agreements to be posted on the MSRB Electronic
Municipal Market Access (EMMA).
Section 4. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict.
Passed and approved May 6, 2019.
____________________________________
Brian Wolken, Mayor
Attest:
_______________________________
Sally Hinrichsen, City Clerk
ATTESTATION CERTIFICATE
STATE OF IOWA
JONES COUNTY SS:
CITY OF MONTICELLO
I, the undersigned, City Clerk of the City of Monticello, do hereby certify that attached hereto is a true and correct copy of the proceedings of the City Council relating to adopting a resolution consenting to assignment of Trustee Agent Agreements; Escrow Agent Agreements; and/or Paying Agent and Registrar and Transfer Agent Agreements, as referred to therein.
WITNESS MY HAND this _____ day of __________________, 2019.
Sally Hinrichsen, City Clerk