Loading...
HomeMy WebLinkAboutA010 - Proceedings dated March 29, 1993Ames \419370-9\RBS/RBI Mr FOR YOUR RECORDS I I-1=61RUIN ON= I l 40V WAII16NI 102 6QUIlly-1,110 uff T W 419370 - 9 (2nd 1/2 RBS/RBI) Ames, Iowa March 29, 1993 The City Council met at the Council Chambers in the City, on March 29, 1993 at 3:00 o'clock p.m. The Mayor presided and the roll being called, the following named Council Members were present: Present: Absent: This being the time and place fixed in the published Notice of Sale for the consideration of proposals for the purchase of the City's Electric Revenue Refunding Bonds, Series 1993, the Mayor announced that sealed bids had been received and canvassed on behalf of the City at the time and place fixed therefor in the Notice of Sale. Whereupon, the substance of such bids was noted in the minutes, as follows: Name and Address of Bidder Final Bid (net interest cost) -1- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/ RBI A - The Council took up for consideration the resolution next hereinafter set out, which was introduced by Council Member , who moved that the resolution be adopted, seconded by Council Member The Mayor put the question on the motion and the roll being called, the following named Council Members voted: Ayes: Nays: Whereupon, the Mayor declared the motion duly carried and the resolution duly adopted. -2- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \479370-9\RBS/RBI On motion and vote, the meeting adjourned. Attest: City Clerk Mayor -3- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \ 419370-9 \RBS/ RBI Resolution providing for the sale and issuance and securing the payment of Electric Revenue Refunding Bonds, Series 1993 WHEREAS, the City of Ames, in Story County, Iowa (hereinafter sometimes referred to as the "City") heretofore established a Municipal Electric Light and Power Plant and System in and for the City (hereinafter sometimes referred to as the "Utility"); and WHEREAS, the management and control of such Utility are now vested in the Council of the City, and no board of trustees exists for this purpose; and WHEREAS, heretofore under date of July 1, 1978, the City issued its $26,000,000 Electric Revenue Bonds, Series 1978, pursuant to a resolution duly adopted by the City Council on July 18, 1978 (the "Series 1978 Bond Resolution"), of which $19,535,000 remain outstanding (the "Series 1978 Bonds") which are scheduled to mature on January 1 in each of the years and bearing interest at the respective rates as follows: Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 1994 $ 805,000 6% 2002 $1,340,000 6.50% 1995 $ 860,000 6% 2003 $1,425,000 6.50% 1996 $ 915,000 6.10% 2004 $1,520,000 6.60% 1997 $ 975,000 6.20%p 2005 $1,615,000 6.60% 1998 $1,040,000 6.25% 2006 $1,720,000 6.60% 1999 $1,110,000 6.30% 2007 $1,830,000 6.60% 2000 $1,175,000 6.40% 2008 $1,950,000 5.50% 2001 $1,255,000 6.50% and, in and by the Series 1978 Bond Resolution, the right was reserved to the City to redeem the Series 1978 Bonds prior to maturity on any interest payment date on and after January 1, 1989; and WHEREAS, heretofore under date of May 1, 1991, the City issued its $10,385,000 Electric Revenue Refunding Bonds, Series 1991, pursuant to a resolution duly adopted by the City Council on April 23, 1991 (the "Series 1991 Bond Resolution"), of which $10,045,000 remain outstanding (the "Series 1991 Bonds") which are scheduled to mature on January 1 in each of the years and bearing interest at the respective rates as follows: -4- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/ RBI Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annurn 1994 $1,890,000 5.75% 1997 $2,060,000 6% 1995 $1,980,000 5.85% 1998 $2,040,000 6.10% 1996 $2,075,000 5.90% and, in and by the Series 1991 Bond Resolution, the right was reserved to the City from time to time to authorize, issue and deliver under specified conditions additional electric revenue bonds; and WHEREAS, pursuant to notice duly published and a hearing held thereon, the City has heretofore determined to issue its Electric Revenue Refunding Bonds, Series 1993 (the "Series 1993 Bonds") in a principal amount not to exceed $23,500,000, for the purpose of refunding the Series 1978 Bonds; and WHEREAS, pursuant to notice duly published and in strict compliance with the provisions of Chapter 75 of the Code of Iowa, sealed bids for the purchase of the Series 1993 Bonds have been received and canvassed on behalf of the City and, upon Council consideration of all such bids received, it appears that the bid of is the best, such bid proposing the lowest interest cost to the City; and WHEREAS, it now becomes advisable and necessary and for the best interests of the City and its inhabitants that the Series 1993 Bonds be issued and delivered; NOW, THEREFORE, Be It Resolved by the City Council of the City of Ames, Iowa, as follows: Section 1. The bid referred to in the preamble hereof is hereby accepted, and the Series 1993 Bonds, in the total aggregate principal amount of $ , maturing on January 1 in each of the years, in the respective principal amounts and bearing interest at the respective rates, as follows: -5- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/ RBI Principal Interest Rate Year Amount Per Annum Year 1994 $ % 1995 $ % 1996 $ % 1997 $ —% 1998 $ —% 1999 $ % 2000 $ % 2001 % Principal Interest Rate Amount Per Annum 2002 $ 2003 $ 2004 $ % 2005 $ 2006 $ 2007 $ 2008 $ % be and the same are hereby awarded to the said bidder at the price specified in such bid, with adjustments, if any, pursuant to the notice of sale, together with accrued interest. Section 2. The form of agreement of sale of the Series 1993 Bonds be and the same is hereby approved, and the Mayor and City Clerk are hereby authorized to accept and execute the same for and on behalf of the City and to affix the City seal thereto. Section 3. For the purpose referred to in the preamble hereof and pursuant to Division V of Chapter 384 of the Code of Iowa, the Series 1993 Bonds are hereby authorized to be issued in the denomination of $5,000 each, or any integral multiple thereof, dated April 1, 1993, in the aggregate principal amount, maturing and bearing interest as set forth in Section 1 hereof. The City Treasurer is hereby designated as the Bond Registrar and Paying Agent for the Series 1993 Bonds and may be hereinafter referred to as the "Bond Registrar" or the "Paying Agent". The City reserves the right to call and redeem part or all of the Series 1993 Bonds maturing in each of the years 2003 to 2008, inclusive, prior to and in inverse order of maturity on January 1, 2002, or on any date thereafter, on terms of par and accrued interest. If less than all of the Series 1993 Bonds of any like maturity are to be redeemed, the particular part of those Series 1993 Bonds to be redeemed shall be selected by the Bond Registrar by lot. The Series 1993 Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Series 1993 Bond in a denomination of more than $5,000 is to be redeemed, the Bond Registrar will issue and deliver to the registered owner thereof, upon surrender of -6- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA An*s\419370-9\RBS/RB1 such original Series 1993 Bond, a new Series 1993 Bond or Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Series 1993 Bond. Notice of such redemption identifying the Series 1993 Bond or Bonds (or portion thereof) to be redeemed shall be given not less than 30 and not more than 45 days prior to the date upon which it is proposed to prepay the Series 1993 Bonds or any of them by sending a notice by certified mail to the registered owners thereof at the addresses shown on the City's registration books. All of such Series 1993 Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided shall cease to bear interest on the redemption date. All of the interest on the Series 1993 Bonds shall be payable January 1, 1994, and semiannually thereafter on the first day of January and July in each year. Payment of interest on the Series 1993 Bonds shall be made to the registered owners appearing on the bond registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date and shall be paid by check or draft mailed to the registered owners at the addresses shown on such registration books. Principal of the Series 1993 Bonds shall be payable in lawful money of the United States of America to the registered owners or their legal representatives upon presentation and surrender of the Series 1993 Bond or Bonds at the office of the Paying Agent. The Series 1993 Bonds shall be executed on behalf of the City with the official manual or facsimile signature of the Mayor and attested with the official manual or facsimile signature of the City Clerk and shall have the City's seal impressed or printed thereon and shall be fully registered bonds without interest coupons. The issuance of the Series 1993 Bonds shall be recorded in the office of the City Treasurer and the certificate on the back of each Series 1993 Bond shall be executed with the official manual or facsimile signature of the City Treasurer. In case any officer whose signature or the facsimile of whose signature shall appear on the Series 1993 Bonds shall cease to be such officer before the delivery of such Series 1993 Bonds, such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. All of the Series 1991 Bonds, the Series 1993 Bonds and the interest thereon, and any additional bonds as may be hereafter issued and outstanding from time to time ranking on a parity therewith under the conditions set forth herein (which additional bonds are hereinafter sometimes referred to as the "Parity Bonds") (the Series 1991 Bonds, the Series 1993 Bonds and any Parity Bonds are sometimes hereinafter collectively referred to as the "Bonds"), shall be payable solely from the Sinking Fund hereinafter referred to and shall be a valid claim of the holder thereof -7- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Arnes \ 419370-9 \ R BS / RB1 only against said fund, and none of the Bonds shall be a general obligation of the City, nor payable in any manner by taxation, and under no circumstances shall the City be in any manner liable by reason of the failure of the Net Revenues of the Utility to be sufficient for the payment in whole or in part of the Bonds and the interest thereon; but the Bonds shall be payable both as to principal and interest solely and only from the future Net Revenues of the Utility pledged therefor as hereinafter provided. The Series 1993 Bonds shall be fully registered as to principal and interest in the names of the owners on the registration books of the City kept by the Bond Registrar, and after such registration, payment of the principal and interest thereof shall be made only to the registered owners, their legal representatives or assigns. Each Series 1993 Bond shall be transferable only upon the registration books of the City upon presentation to the Bond Registrar, together with either a written instrument of transfer satisfactory to the Bond Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The record and identity of the owners of the Series 1993 Bonds shall be kept confidential as provided by Section 22.7 of the Code of Iowa. The Series 1993 Bonds shall not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the Bond Registrar. Notwithstanding anything above to the contrary, the Series 1993 Bonds shall be issued initially as Depository Bonds, with one fully registered Series 1993 Bond for each maturity date, in aggregate principal amounts equal to the amount of principal maturing on each such date, and registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). On original issue, the Series 1993 Bonds shall be deposited with DTC for the purpose of maintaining a book -entry system for recording the ownership interests of its participants and the transfer of those interests among its participants (the "Participants"). In the event that DTC determines not to continue to act as securities depository for the Series 1993 Bonds or the City determines not to continue the book -entry system for recording ownership interests in the Series 1993 Bonds with DTC, the City will discontinue the book -entry system with DTC. If the City does not select another qualified securities depository to replace DTC (or a successor depository) in order to continue a book -entry system, the City will register and deliver replacement bonds in the form of fully registered certificates, in authorized denominations of $5,000 or integral multiples of $5,000, in accordance with instructions from Cede & Co., as nominee for DTC. In the event that the City -8- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \41937D-9\RBS/RB1 identifies a qualified securities depository to replace DTC, the City will register and deliver replacement bonds, fully registered in the name of such depository, or its nominee, in the denominations as set forth above, as reduced from time to time prior to maturity in connection with redemptions or retirements by call or payment, and in such event, such depository will then maintain the book -entry system for recording ownership interests in the Series 1993 Bonds. Ownership interest in the Series 1993 Bonds may be purchased by or through Participants. Such Participants and the persons for whom they acquire interest in the Series 1993 Bonds as nominees will not receive certificated Series 1993 Bonds, but each such Participant will receive a credit balance in the records of DTC in the amount of such Participant's interest in the Series 1993 Bonds, which will be confirmed in accordance with DTC's standard procedures. Each such person for which a Participant has an interest in the Series 1993 Bonds, as nominee, may desire to make arrangements with such Participant to have all notices of redemption or other communications of the City to DTC, which may affect such person, forwarded in writing by such Participant and to have notification made of all interest payments. The City will have no responsibility or obligation to such Participants or the persons for whom they act as nominees with respect to payment to or providing of notice for such Participants or the persons for which they act as nominees. As used herein, the term "Beneficial Owner" shall hereinafter be deemed to include the person for whom the Participant acquires an interest in the Series 1993 Bonds. DTC will receive payments from the City, to be remitted by DTC to the Participants for subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial Owner in the Series 1993 Bonds will be recorded on the records of the Participants whose ownership interest will be recorded on a computerized book -entry system kept by DTC. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes when notices are given they shall be sent by the City to DTC. DTC shall forward (or cause to be forwarded) the notices to the Participants so that the Participants can forward the same to the Beneficial Owners. Beneficial Owners will receive written confirmations of their purchases from the Participants acting on behalf of the Beneficial Owners detailing the terms of the -9- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/RB1 Series 1993 Bonds acquired. Transfers of ownership interest in the Series 1993 Bonds will be accomplished by book entries made by DTC and the Participants who act on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Series 1993 Bonds, except as specifically provided herein. Interest and principal will be paid when due by the City to DTC, then paid by DTC to the Participants and thereafter paid by the Participants to the Beneficial Owners. Section 4. The Series 1993 Bonds shall be in substantially the following form: -10- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA ,Ames \419370-9\RBS/RBI (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF STORY CITY OF AMES ELECTRIC REVENUE REFUNDING BOND SERIES 1993 No. $- RATE MATURITY DATE BOND DATE CUSIP April 1, 1993 The City of Ames (the "City"), in the County of Story, State of Iowa, for value received, promises to pay on the maturity date of this Bond to or registered assigns, the principal sum of 0011Aff R in lawful money of the United States of America upon presentation and surrender of this Bond at the office of the City Treasurer, Ames, Iowa (hereinafter referred to as the "Bond Registrar" or the "Paying Agent") with interest on said sum, until paid, at the rate per annum specified above from the date of this Bond, or from the most recent interest payment date on which interest has been paid, on January 1 and July 1 of each year, commencing January 1, 1994, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be and become applicable hereto. Interest on this Bond is payable to the registered owner appearing on the bond registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date, and shall be paid by check or draft mailed to the registered owner at the address shown on such registration books. This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Bond Registrar. This Bond is one of a series of $ — Electric Revenue Refunding Bonds, Series 1993 (the "Series 1993 Bonds") and is issued by the City pursuant to and in strict compliance with the provisions of Division V of Chapter 384 of the Code of Iowa, 1993, and all other laws amendatory thereof and supplemental -11- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/ RBI thereto, and in conformity with a resolution of the City Council of the City providing for the sale and issuance and securing the payment of the Series 1993 Bonds (the "Series 1993 Bond Resolution"), and reference is hereby made to the Series 1993 Bond Resolution for a more complete statement as to the source of payment of the Series 1993 Bonds and the rights of the owners of the Series 1993 Bonds. The Series 1993 Bonds are issued for the purpose of refunding the City's $19,535,000 Electric Revenue Bonds, Series 1978, and are not general obligations of the City, but the Series 1993 Bonds are payable from the same source and rank on a parity with the City's outstanding Electric Revenue Bonds, Series 1991, dated May 1, 1991, and all of such bonds, together with any additional bonds as may be hereafter issued and outstanding from time to time ranking on a parity therewith under the conditions set forth in the Series 1993 Bond Resolution, are payable solely and only out of the future Net Revenues of the Municipal Electric Light and Power Plant and System of the City, a sufficient portion of which has been ordered set aside and pledged for that purpose. This Bond is not payable in any manner by taxation, and under no circumstances shall the City be in any manner liable by reason of the failure of the said Net Revenues to be sufficient for the payment of this Bond and the interest hereon. The City reserves the right to call and redeem part or all of the Series 1993 Bonds maturing in each of the years 2003 to 2008, inclusive, prior to and in inverse order of maturity on January 1, 2002, or on any date thereafter upon terms of par and accrued interest. If less than all of the Series 1993 Bonds of any like maturity are to be redeemed, the particular part of the Series 1993 Bonds to be redeemed shall be selected by the Bond Registrar by lot. The Series 1993 Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Series 1993 Bond in a denomination of more than $5,000 is to be redeemed, the Bond Registrar will issue and deliver to the registered owner thereof upon surrender of such original Series 1993 Bond, a new Series 1993 Bond or Bonds in any authorized denomination in a total aggregate principal amount equal to the unredeemed balance of the original Series 1993 Bond. Notice of such redemption as aforesaid identifying the Series 1993 Bond or Bonds (or portion thereof) to be redeemed shall be mailed by certified mail to the registered owners at the addresses shown on the City's registration books not less than 30 nor more than 45 days prior to such redemption date. All of such Series 1993 Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. -12- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/ RBI This Bond is fully negotiable but shall be fully registered as to both principal and interest in the names of the owners on the books of the City in the office of the Bond Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the Bond Registrar, together with either a written instrument of transfer satisfactory to the Bond Registrar, or the assignment form hereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The City, the Bond Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the Bond Registrar and the Paying Agent shall not be affected by any notice to the contrary. And It Is Hereby Certified, Recited and Declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the Series 1993 Bonds have existed, have happened and have been performed in due time, form and manner, as required by law, and that the issuance of this Bond does not exceed or violate any constitutional or statutory limitation or provision. IN TESTIMONY WHEREOF, the City of Ames, Iowa, by its City Council, has caused this Bond to be sealed with the facsimile of its official seal, to be executed with the duly authorized facsimile signature of its Mayor and attested with the duly authorized facsimile signature of its City Clerk, all the first day of April, 1993. By (Facsimile Signature) Mayor Attest: (Facsimile Signature) City Clerk (Facsimile Signature) -13- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames\419370-9\RBS/RB1 (On the back of each Series 1993 Bond the following certificate shall be executed with the duly authorized facsimile signature of the City Treasurer): STATE OF IOWA COUNTY OF STORY SS: CITY OF AMES CITY TREASURER'S CERTIFICATE The original issuance of the Series 1993 Bonds of which this Bond is a part was duly and properly recorded in my office as of April 1, 1993, pursuant to Section 384.83(4) of the Code of Iowa. CITY OF AMES, IOWA By (Facsimile Signature) City Treasurer (On each Series 1993 Bond there shall be a registration dateline and a certificate of authentication of the Bond Registrar in the following form:) Registration Date: This Bond is one of the Series 1993 Bonds described in the within -mentioned Series 1993 Bond Resolution. By (Signature) City Treasurer, Bond Registrar STATEMENT OF INSURANCE (If the Series 1993 Bonds are insured, there shall be printed thereon a "Statement of Insurance" in compliance with the recommendations of the municipal bond insurer.) -14- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/RBI The following abbreviations, when used in this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common (Gust) As Custodian for (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. ASSIGNMENT For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this Bond to (Please print or type name and address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE and does hereby irrevocably appoint , Attorney, to transfer this Bond on the books kept for registration thereof with full power of substitution. Dated: Signature guaranteed: Signature(s) must be guaranteed by an eligible guarantor institution which is a member of a recognized signature guarantee program. NOTICE: The signature to this Assignment must correspond with the name of the registered owner as it appears on this Bond in every particular, without alteration or enlargement or any change whatever. -15- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Arnes\419370-9\RBS/RBI Section 5. The Series 1978 Bonds are hereby called for redemption as of May 5, 1993 (the "Redemption Date"), and the City Treasurer is hereby authorized and directed to give notice of such redemption in accordance with the provisions of the Series 1978 Bond Resolution, by mailing notice to each of the last known holders of the Series 1978 Bonds by registered mail, return receipt requested, at least 30 days prior to the Redemption Date and shall also publish such notice at least once not less than 30 days prior to the Redemption Date in a financial newspaper or journal published in the City of New York, New York. The form of notice of redemption shall be as follows: -16- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \ 419370-9 \ RBS / RBI NOTICE OF BOND REDEMPTION CITY OF AMES, IOWA $19,535,000 ELECTRIC REVENUE BONDS, SERIES 1978 DATED JULY 1, 1978 Notice is hereby given that the City of Ames, Iowa, has called for redemption as of May 5, 1993, $19,535,000 in aggregate principal amount of its Electric Revenue Bonds, Series 1978, of said City, dated July 1, 1978, such Bonds to be redeemed being scheduled to mature, bearing interest, as follows: Redemption Year Amount Interest Rate CUSIP No. Price 1994 $ 805,000 6% 030843 CV6 102% 1995 $ 860,000 6% 030843 CW4 102% 1996 $ 915,000 6.10 % 030843 CX2 102% 1997 $ 975,000 6.20% 030843 CYO 102% 1998 $1,040,000 6.25% 030843 CZ7 102% 1999 $1,110,000 6.30% 030843 DAl 102% 2000 $1,175,000 6.40% 030843 DB9 102% 2001 $1,255,000 6.50% 030843 DC7 102% 2002 $1,340,000 6.50% 030843 DD5 102% 2003 $1,425,000 6.50% 030843 DE3 102% 2004 $1,,520,000 6.60% 030843 DFO 102% 2005 $1,615,000 6.60%4 030843 DG8 102% 2006 $1,720,000 6.60% 030843 DH6 102% 2007 $1,830,000 6.60% 030843 DJ2 102% 2008 $1,950,000 5.50% 030843 DK9 102% Said Bonds of such issue should be presented to the City Treasurer, City Hall, 515 Clark Avenue, Ames, Iowa 50010 (Telephone 515-239-5119), or, at the option of the holder of a Series 1978 Bond or Bonds, at Citibank, N.A., New York, New York, for retirement as of said redemption date at the price specified above, and all further interest will cease on said redemption date. CITY OF AMES, IOWA By: Sherry Meier City Treasurer -17- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/RBI Section 6. The Series 1993 Bonds shall be executed as herein provided as soon after the adoption of this resolution as may be possible and thereupon they shall be delivered to the Bond Registrar, for registration, authentication and delivery to the purchaser, as determined by the Council, upon receipt of the purchase price thereof, with accrued interest thereon, and all action heretofore taken in connection with the sale and award of the Series 1993 Bonds is hereby ratified and confirmed in all respects. A sufficient portion of the proceeds received from the sale of the Series 1993 Bonds, exclusive of accrued interest, together with such other legally available funds of the City as may be determined to be necessary, shall be deposited and set aside into a separate bank account (the "Series 1978 Bond Redemption Account") pursuant to the provisions of Section 20 of the Series 1978 Bond Resolution, and will be used concurrently with the issuance and delivery of the Series 1993 Bonds to purchase evidences of indebtedness of the United States of America (the "Government Obligations") which will mature at such times and in such principal and interest amounts as will be sufficient to pay the interest due on the Series 1978 Bonds on the Redemption Date, and to prepay the principal of the Series 1978 Bonds and to pay the redemption premium on the Redemption Date, and the Series 1978 Bond Redemption Account, any funds on deposit therein, and the Government Obligations are hereby pledged solely and only for such purpose. Any unexpended balance of the proceeds of the Series 1993 Bonds remaining after the purchase of the Government Obligations, plus any amount received by the City as accrued interest, shall be converted into the Sinking Fund hereinafter referred to and used to pay principal of and/or interest on the Series 1993 Bonds on the first payment date. To the extent the maturing principal of and interest on the Government Obligations, together with any other funds which may be on deposit in the Series 1978 Bond Redemption Account, are not sufficient to pay the interest on the Series 1978 Bonds and to prepay the principal thereof and the redemption premium on the Redemption Date, the City hereby covenants that it will immediately make up such deficiency from other legally available funds so that such payment and prepayment may be made on the Redemption Date. -18- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/ RBI Section 7. So long as any of the Bonds are outstanding, the Utility shall continue to be maintained in good condition and operated in an efficient manner and at a reasonable cost as a revenue producing undertaking. On or before the beginning of each fiscal year, the City shall establish, impose, adjust and provide for the collection of rates to be charged to customers of the Utility, including the City, to produce gross revenues (hereinafter sometimes referred to as the "Gross Revenues") for the next fiscal year at least sufficient to pay the expenses of operation and maintenance of the Utility, which shall include salaries, wages, cost of maintenance and operation, materials, supplies, insurance and all other items normally included under recognized accounting practices (but does not include allowances for depreciation in the valuation of physical property) (which such expenses are hereinafter sometimes referred to as the "Operating Expenses") for the next fiscal year, and to leave a balance of net revenues (herein referred to as the "Net Revenues") sufficient to pay the principal of and interest on all outstanding revenue bonds and any other obligations payable from such source, in the next fiscal year as the same become due, and to maintain a reasonable reserve for the payment of such principal and interest. Section 8. The provisions, covenants, undertakings and stipulations for the operation of the Utility and for the collection, application and use of the Gross Revenues and income from such operation, as set forth in the Series 1991 Bond Resolution shall inure and appertain to the Series 1993 Bonds to the same extent and with like force and effect as if herein set out in full, except to the extent that the same may be inconsistent with this resolution. Nothing in this resolution shall be construed to impair the rights vested in the Series 1991 Bonds. The provisions of the Series 1991 Bond Resolution and the provisions of this resolution are to be construed wherever possible so that the same will not be in conflict. In the event such construction is not possible, the provisions of the resolution first adopted shall prevail until such time as the bonds authorized by such resolution have been paid or otherwise satisfied as therein provided, at which time the provisions of this resolution shall again prevail. Section 9. The provisions of Section 18 of the Series 1991 Bond Resolution with respect to the issuance of additional electric revenue bonds ranking on a parity with the Series 1991 Bonds are hereby recognized. It is hereby found, declared and certified that there has been procured and placed on file with the City Clerk a statement by an independent certified public accountant not in the regular employ of the City reciting the opinion, based upon necessary investigations, that the Net Revenues of the Utility for the fiscal year which ended June 30, 1992 (with adjustments, if necessary, as provided in the Series 1991 Bond Resolution), were -19- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/ RBI equal to at least 1.30 times the maximum amount that will become due in any fiscal year during the life of the Series 1991 Bonds for both principal of and interest on the Series 1991 Bonds and the Series 1993 Bonds. Section 10. The provisions in and by the Series 1991 Bond Resolution whereby there is to be maintained a separate Electric Revenue Fund to be used in maintaining and operating the Utility and, thereafter to the extent provided in the Series 1991 Bond Resolution, for the payment of principal of and interest on the Series 1991 Bonds and any Parity Bonds, and to maintain the several separate funds and accounts hereinafter referred to, are hereby ratified and confirmed; and from and after the issuance of the Series 1993 Bonds and throughout the time any of the Bonds are outstanding, the Gross Revenues of the Utility shall continue to be set aside into the Revenue Fund, which shall be used in maintaining and operating the Utility, and after payment of the proper necessary maintenance and operation expenses, the remaining Net Revenues shall, to the extent hereinafter provided, be used to pay the interest on and principal of the Bonds, and to create and maintain a reserve therefor. So long as the Series 1991 Bonds are outstanding, the provisions of the Series 1991 Bonds providing for the maintenance of a separate Operation and Maintenance Account and for the monthly payment into such account of such portion of the Gross Revenues of the Utility as will be sufficient to pay the reasonable and current Operating Expenses of the Utility shall remain in force; however, after all of the Series 1991 Bonds have been paid, as to both principal and interest, such provisions shall lapse, and the City may pay the Operating Expenses of the Utility directly from the Electric Revenue Fund. Section 11. The provisions in and by the Series 1991 Bond Resolution whereby there has been created and is to be maintained a separate Electric Revenue Bond Sinking Fund (herein sometimes referred to as the "Sinking Fund") and for the payment into said fund from the future Net Revenues of the Utility of such portion thereof as will be sufficient to pay the interest upon and principal of the Series 1991 Bonds are all hereby ratified and confirmed, and all such provisions shall inure and constitute the security for the payment of the interest on and the principal of the Bonds as may from time to time be outstanding, including the interest and principal due in each year on the Series 1993 Bonds from time to time outstanding. In addition to the payments required to be made into the Sinking Fund under the provisions of the Series 1991 Bond Resolution, and in order to pay maturing installments of principal of and interest on the Series 1993 Bonds, it is hereby determined that additional payments shall be made each month into the Sinking Fund from the Net Revenues of the Utility and that the minimum additional amount to be so set aside into the Sinking Fund from the Net Revenues during each month of each year shall be not less than as follows: -20- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/RBI A sum equal to one -tenth (1/10) of the principal of all Series 1993 Bonds maturing on the January 1 next succeeding, plus a sum equal to one -fifth (1/5) of the interest becoming due on the next succeeding interest payment date on all of the outstanding Series 1993 Bonds until the full amount of the principal and/or interest installment due on such January 1 or interest payment date is on deposit in the Sinking Fund; provided, however, that no further payments need be made into the Sinking Fund when and so long as the amount therein is sufficient to retire all of the Bonds then outstanding and to pay all interest to become due thereon prior to such retirement or funds sufficient therefor have been set aside and pledged for that purpose. The Sinking Fund and that portion of the Net Revenues contained therein shall be used solely and only and are hereby pledged for the purpose of paying the interest on and principal of the Bonds, and for no other purpose. If and to whatever extent any Parity Bonds are issued under the conditions and restrictions set forth in this resolution, provisions shall be made for increasing such payments into the Sinking Fund to meet maturing installments of principal of and interest on such Parity Bonds. If at any time there be a failure to pay into the Sinking Fund the full amount above stipulated, 'then an amount equivalent to the deficiency shall be set apart and paid into the Sinking Fund from the Net Revenues of the Utility as soon as available, and the same shall be in addition to the amount otherwise required to be so set apart and paid into the Sinking Fund. Section 12. The provisions in and by the Series 1991 Bond Resolution whereby there is to be maintained a Reserve Account for the purpose of paying the principal of and interest on the Series 1991 Bonds whenever for any reason the funds on deposit in the Sinking Fund are insufficient, are all hereby ratified and confirmed, and there shall be set apart and paid from legally available funds of the City at the time of the delivery of the Series 1993 Bonds a sum equal to the maximum amount that will become due in any fiscal year for both the principal of and interest on the Series 1993 Bonds, which, together with the existing balance in the Reserve Account, will equal the maximum amount that will become due in any fiscal year for the principal of and interest on all of the Bonds (the "Required Reserve Account Balance". Whenever the sum on deposit in the Reserve Account .has been reduced to less than the Required Reserve Account Balance by the expenditure of all or a portion of the funds on deposit therein for any of the purposes specified herein, the City shall set apart and pay into the Reserve Account each year from the balance of the Net Revenues remaining after first making the required payments into the Sinking Fund, the annual sum of $400,000 (or such higher amount as the City Council may fix from time to time) until the amount on -21- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames\419370-9\RBS/RB1 deposit in the Reserve Account has been restored to the Required Reserve Account Balance. From and after the issuance of the Series 1993 Bonds and throughout the time any of the Bonds are outstanding, all funds credited to the Reserve Account shall be used and are hereby pledged for the payment of the principal of and interest on the Bonds whenever for any reason the funds on deposit in the Sinking Fund are insufficient to pay such principal and interest when due. If and to whatever extent Parity Bonds are issued under the conditions set forth in this resolution, provision shall be made to create and maintain a reasonable reserve therefor. Section 13. The provisions in and by the Series 1991 Bond Resolution whereby there is to be maintained a separate Improvement and Extension Account (the "Improvement Account") for the payment of any extraordinary costs of maintaining the Utility in an efficient operating condition and for the payment of the cost of constructing necessary repairs, improvements and extensions thereto are hereby recognized. So long as the Series 1991 Bonds are outstanding, the provisions of the Series 1991 Bond Resolution requiring the maintenance of the Improvement Account shall remain in force, and the payments required by the Series 1991 Bond Resolution into the Improvement Account from the balance of Net Revenues of the Utility remaining after first making the required payments into the Sinking Fund and the Reserve Account shall continue to be made; however, after all of the Series 1991 Bonds have been paid, as to both principal and interest, such provisions shall lapse, and the City may close the Improvement Account and transfer the funds on deposit therein to the Surplus Account hereinafter referred to. The funds on deposit in the Improvement Account shall be transferred and credited to the Sinking Fund whenever necessary to prevent or remedy a default in the payment of the principal of or interest on the Bonds or shall be transferred and credited to the Reserve Account whenever necessary to prevent or remedy a deficiency therein. Section 14. The provisions in and by the Series 1991 Bond Resolution, whereby there is to be maintained a separate Surplus Account, into which there is to be set apart and paid all of the Net Revenues remaining after first making the required payments into the Sinking Fund, the Reserve Account and the Improvement Account, if any, and after the Reserve Account contains the Required Reserve Account Balance, are all hereby ratified and confirmed. From and after the issuance of the Series 1993 Bonds and so long as any of the Bonds are outstanding, such payments into the Surplus Account shall continue to be made, and all funds credited to the Surplus Account shall be transferred and credited to the Sinking Fund whenever necessary to prevent or remedy a default in the payment of the principal of or interest on the Bonds or shall be transferred and credited to the Reserve Account whenever any deficiency may exist in the Reserve Account. As long as both the Sinking Fund and the Reserve Account have the full amounts required by this resolution to be on deposit therein, the remaining portion of the -22- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/RB1 annual accumulation in the Surplus Account may be used as other remaining funds of the Surplus Account. Any balance in the Surplus Account may be made available to the City as the Council, or such other duly constituted body as may be then charged with the operation of the Utility, may from time to time direct. All payments required to be made into any fund or account referred to herein, except the Series 1978 Bond Redemption Account and the Rebate Fund, shall be made in equal monthly installments as hereinbefore provided on the first day of each month, except that when the first day of any month shall be a Sunday or legal holiday, then such payments shall be made on the next succeeding secular day. Section 15. All funds held in any fund or account created or required to be maintained under the terms of this resolution shall be deposited in lawful depositories of the City or invested in accordance with Chapters 452 and 453 of the Code of Iowa and continuously held and secured as provided by the laws of the State of Iowa relating to the depositing, securing, holding and investing of public funds, or as may be otherwise required to comply with the rebate provisions of the Internal Revenue Code of 1986, as amended (the "Code"). All interest received by the City as a result of investments under this section in excess of the amount, if any, required to be paid to the United States Government in order to comply with the rebate provisions of the Code, shall be considered to constitute Gross Revenues of the Utility and shall be deposited in or transferred to the Electric Revenue Fund and used solely and only for the purposes specified for such fund. The City hereby covenants and agrees that no such investment shall ever be made so as to cause the interest on the Bonds to become taxable as "arbitrage bonds" pursuant to the provisions of Section 148 the Code. All funds on deposit in the Sinking Fund and the Reserve Account referred to herein shall be kept in a combined bank account, separate from all other bank accounts, and shall be segregated on the books of the City, and the balance of the Net Revenues which has been allocated to the various other accounts provided for herein may be deposited into a separate combined bank account and segregated on the books of the City. Section 16. In order to comply with the rebate requirements of the Code, a separate and special fund is hereby established and shall be designated the "Rebate Fund". The City shall make deposits into and disbursements from the Rebate Fund in accordance with a rebate certificate delivered at the time of issuance and delivery of the Series 1993 Bonds, as the same may be amended from time to time (the "Rebate Certificate"), shall invest the Rebate Fund pursuant to the Rebate Certificate, shall deposit income from such investments immediately upon receipt thereof in the Rebate Fund and shall maintain records for each investment -23- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/RBI sufficient to establish that its purchase price is the fair market value as determined by the rules set out in the Rebate Certificate. If a deposit to the Rebate Fund is required as a result of the computations made by the City pursuant to the Rebate Certificate, the City shall make such deposit into the Rebate Fund, and records of the actions required by this section and the Rebate Certificate mst be retained by the City for a period of six years after the Series 1993 Bonds are no longer outstanding. The City shall pay to the United States the amounts required to be paid pursuant to the Rebate Certificate. Any amounts remaining in the Rebate Fund upon final payment as provided in the Rebate Certificate shall be paid to the City. Section 17. The City hereby covenants and agrees with the owner or owners of the Bonds, or any of them, that from time to time may be outstanding, that it will faithfully and punctually perform all duties with reference to the Utility required and provided by the Constitution and laws of the State of Iowa, that it will segregate the Gross Revenues of the Utility and make application thereof in accordance with the provisions of this resolution and that it will not sell, lease or in any manner dispose of the Utility or any part thereof, including any and all extensions and additions that may be made thereto, until all of the Bonds shall have been paid in full, both principal and interest, or unless and until provisions shall have been made for the payment of said Bonds and interest thereon in full; provided, however, that the City may dispose of any property which in the judgment of the Council, or the duly constituted body as may then be charged with the operation of the Utility, is no longer useful or profitable in the operation of the Utility nor essential to the continued operation thereof and when the sale thereof will not operate to reduce the revenues to be derived from the operation of the Utility below the minimum requirements for the operation and maintenance thereof and for the payment of the amounts hereinbefore required to be made into the several separate funds and accounts as hereinbefore provided, and the proceeds derived from the sale of any such property shall be paid into the Improvement Account, or, if the Improvement Account is no longer in existence pursuant to the terms of this resolution, such proceeds shall be considered to constitute Gross Revenues of the Utility and shall be deposited in or transferred to the Electric Revenue Fund and used solely and only for the purposes specified for such fund. Section 18. The Bonds shall not be entitled to priority or preference one over the other in the application of the Net Revenues of the Utility regardless of the time or times of the issuance of such Bonds, it being the intention that there shall be no priority among the Bonds regardless of the fact that they may have been actually issued and delivered at different times. The City hereby covenants and agrees that -24- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/ RBI so long as any of the Bonds are outstanding and unpaid, no other bonds or obligations payable from the Net Revenues of the Utility will be issued except upon the basis of such additional bonds or obligations being subject to the priority and security for payment of any Bonds then outstanding; provided, however, that the City reserves the right and privilege of issuing additional bonds from time to time payable from the Net Revenues of the Utility and ranking on a parity with the Series 1993 Bonds (herein referred to as the "Parity Bonds") in order to pay the cost of improvements and extensions to the Utility or for refunding any bonds or obligations payable from the Net Revenues of the Utility, but only if there shall have first been procured and filed with the City Clerk a statement by an independent certified public accountant not in the regular employ of the City reciting the opinion, based upon necessary investigations that the Net Revenues of the Utility for the last preceding fiscal year prior to the issuance of such Parity Bonds (with adjustments as hereinafter provided) were equal to at least 1.30 times the maximum amount that will become due in any fiscal year during the life of any of the then outstanding Bonds for both the principal of and interest on the Bonds then outstanding and the Parity Bonds then proposed to be issued. The amount of Gross Revenues of the Utility shall be adjusted for the purpose of the foregoing computations by an independent certified Public Accountant or by a consulting engineer, not a regular employee of the City, so as to reflect any revision in the schedule of rates and charges being imposed at the time of the issuance of any such Parity Bonds. The amount of said Net Revenues may be further adjusted for such purpose by a consulting engineer as follows: (a) to the extent of any demand charges (as opposed to charges for the purchase of electric energy) paid under any interconnection agreement or contract with another utility system for the interchange of electric service during said preceding fiscal year to the extent that such engineer estimates that such demand charges would have been eliminated or reduced by reason of the improvements and extensions then to be constructed; (b) to the extent that the engineer estimates that reduction in base load energy costs or savings in the cost of purchased power would have been effected if the improvements and extensions then to be constructed had been in operation during said preceding year; and (c) to the extent of the average annual Net Revenues of the first full fiscal year of operation of the improvements and extensions then to be constructed from the sale of surplus power resulting from the addition to the Utility of said improvements and extensions; provided, however, that such sale or sales may be considered only to the extent the same are supported by firm contracts requiring the purchaser to pay for available surplus power or capacity whether or not it is in fact accepted by the purchaser. -25- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames\ 419370-9\RBS / RBI Bonds issued to refund any of the Bonds shall not be subject to the foregoing restrictions, provided the Bonds being refunded mature within three (3) months of the date of such refunding and no other funds are available to pay such maturing bonds, but otherwise any Series 1993 Bonds ranking on a parity shall only be issued subject to the restrictions of this resolution. Section 19. The City agrees that so long as any of the Bonds remain outstanding it will maintain insurance, for the benefit of the owners of the Bonds upon all properties of the Utility which may be of an insurable nature, such insurance to be of a type and kind and in an amount which usually would be carried by other municipal electric utilities or private companies rendering services of a similar character, and all proceeds of any insurance, except liability insurance, shall be deposited into Improvement Account (or, if the Improvement Account is no longer in existence pursuant to the terms of this resolution, such proceeds shall be considered to constitute Gross Revenues of the Utility and shall be deposited in or transferred to the Electric Revenue Fund) and shall be used in making good the loss or damage in respect of which such funds were paid, either by repairing the property damaged or replacing the property destroyed, or if not so needed, shall be used as otherwise provided for funds on deposit in the Improvement Account or the Electric Revenue Fund. The payment of premiums for all insurance policies required under the provisions of this section shall be considered an Operating Expense. The City will keep proper books of record and account, separate from all other records and accounts, showing the complete and correct entries of all transactions relating to the Utility, in accordance with generally accepted accounting practices, and the holders of any of the Bonds shall have the right at all reasonable times to inspect the physical properties of the Utility and all records, accounts and data of the City relating thereto. The City further agreed that, within 60 days following the close of each fiscal year, it will cause an audit of such books and accounts to be made by a certified public accountant not in the regular employ of the City showing the receipts and disbursements for and on account of the Utility. A copy of each such annual audit shall be mailed to the original purchaser of the Series 1993 Bonds and a summary of such audit shall be forwarded to the registered owner of $250,000 or more principal amount of the Bonds upon request. Each such audit, in addition to whatever matters may be thought property by the accountant to be included therein, shall include the following: (a) a statement in detail of the income and expenditures of the Utility for such year; (b) a list of all outstanding bonds or other obligations payable from the revenues of the Utility, including the date of each such issue, the annual maturities by month and year and the dates as of which they may be called for redemption; -26- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/ RBI (c) a list of all the insurance policies in force at the end of the year, setting out as to each policy the amount of the policy, the risks covered, the name of the insurer and the expiration date of the policy; (d) the number of customers served by the Utility at the end of the year; and (e) the allocation of funds to the several accounts and funds required to be maintained by this resolution. Additionally, unaudited interim reports shall be prepared and submitted to the City Council showing revenues and expenditures and the allocation of funds to the several accounts and funds required to be maintained by this resolution. A summary of each such interim report shall be mailed to the original purchaser of the Series 1993 Bonds, whenever requested in writing by such purchaser. All expenses incurred in the making of the audits required by this section shall be regarded as an Operating Expense. Section 20. The provisions of this resolution shall constitute a contract between the City and the owners of the Bonds as may be outstanding from time to time and after the issuance of any of the Bonds, no change, variation or alteration of any kind of the provisions of this resolution shall be made which will adversely affect the owners of the Bonds until all of the Bonds and the interest thereon shall have been paid in full, except as hereinafter provided. The owners of two-thirds (2/3) in principal amount of the Bonds at any time outstanding (not including in any case any obligations which may be then held or owned by or for the account of the City, but including such obligations as may be issued for the purpose of refunding any of the Bonds if such obligations shall not then be owned by the City) shall have the right from time to time to consent to and approve the adoption by the Council, or such other duly constituted body as may be then charged with the operation of the Utility, of a resolution or resolutions modifying or amending any of the terms or provisions contained in this resolution; provided, however, that this resolution may not be so modified or amended in such manner as to: (a) Make any change in the maturity or redemption terms of the Bonds. (b) Make any change in the rate of interest borne by any of the Bonds. -27- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\ RBS/ RBI (c) Reduce the amount of the principal payable on any Bonds. (d) Modify the terms of payment of principal of or interest on the Bonds, or any of them, or impose any conditions with respect to such payment. (e) Affect the rights of the owners of less than all of the Bonds then outstanding. (f) Reduce the percentage of the principal amount of the Bonds, the consent of the owners of which shall be required to effect a further modification. Whenever the City shall propose to amend or modify this resolution under the provisions of this section, it shall cause notice of the proposed amendment to be mailed to each of the owners of the Bonds at the addresses appearing on the registration books of the City and also to the original purchaser or purchasers of the Bonds. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory resolution is on file in the office of the City Clerk. If the owners of at least two-thirds (2/3) in aggregate principal amount of the Bonds outstanding at the time of the adoption of such amendatory resolution shall have consented to and approved the adoption thereof as herein provided, no owner of any Bonds shall have any right or interest to object to the adoption of such amendatory resolution or to object to any of the terms or provisions therein contained or to the operation thereof or to enjoin or restrain the City from taking any action pursuant to the provisions thereof. Any consent given by the owners of a Bond pursuant to the provisions of this section shall be irrevocable for a period of six (6) months from the date of such consent and shall be conclusive and binding upon all future owners of the same Bond during such period. Such consent may be revoked at any time after six (6) months from the date of such consent by the owner who gave such consent or by a successor in title, but such revocation shall not be effective if the owners of two-thirds (2/3) in aggregate principal amount of the Bonds outstanding as in this section defined shall have, prior to the attempted revocation, consented to and approved the amendatory resolution referred to in such revocation. The fact and date of the execution of any instrument under the provisions of this section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction, that the persons signing such instrument acknowledged before him the -28- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9 \RBS/ RB1 execution thereof, or may be proved by an affidavit of a witness to such execution sworn to before such officer. Section 21. Upon a breach or default of a term of the Bonds and this resolution, a proceeding may be brought in law or in equity by suit, action or mandamus to enforce and compel performance of the duties required under the terms of this resolution and Division V of Chapter 384 of the Code of Iowa or an action may be brought to obtain the appointment of a receiver to take possession of and operate the Utility and to perform the duties required by this resolution and Division V of Chapter 384 of the Code of Iowa. Section 22. Upon the City depositing cash, which must be invested in evidences of indebtedness of the United States Government pledged to the payment of the Series 1993 Bonds in an amount which, together with interest earned, will be sufficient to pay principal of and interest and redemption premium, if any, on the Series 1993 Bonds as the become due, all obligations of the City under this resolution shall terminate, except for the obligation to cause to be paid (through application of the deposited funds) the principal of and interest and redemption premium, if any, on the Series 1993 Bonds. Section 23. It is the intention of the City that interest on the Series 1993 Bonds be and remain excluded from gross income for federal income tax purposes pursuant to the appropriate provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations in effect with respect thereto (all of the foregoing herein referred to as the "Internal Revenue Code"). In furtherance thereof the City covenants to comply with the provisions of the Internal Revenue Code as they may from time to time be in effect or amended and further covenants to comply with applicable future laws, regulations, published rulings and court decisions as may be necessary to insure that the interest on the Series 1993 Bonds will remain excluded from gross income for federal income tax purposes. Any and all of the officers of the City are hereby authorized and directed to take any and all actions as may be necessary to comply with the covenants herein contained. Section 24. If any section, paragraph, clause or provision of this resolution shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this resolution. Section 25. All resolutions and orders or parts thereof in conflict with the provisions of this resolution are, to the extent of such conflict, hereby repealed. Section 26. This resolution shall be in full force and effect immediately upon its adoption and approval, as provided by law. -29- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS / RBI Passed and approved on March 29, 1993 Attest: City Clerk -30- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA U Ames \419370-9\RBS/ RBI STATE OF IOWA COUNTY OF STORY SS: CITY OF AMES I, the undersigned City Clerk of the aforementioned City, do hereby certify that the above and foregoing is a true and correct copy of the minutes of a meeting of the Council of such City, held as therein shown, including a true and correct copy of the resolution providing for the sale and issuance of Electric Revenue Refunding Bonds, Series 1993. I do further certify that no petition of protest or objections of any kind have been filed or made, nor has any appeal been taken to the District Court, from the decision of the Council to issue the aforesaid Bonds. WITNESS MY HAND and the seal of the City hereto affixed this - day of 1 1993. City Clerk (Seal) (Attach here a copy of the successful bid.) -31- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames\419370-9\RBS/RBI STATE OF IOWA COUNTY OF STORY SS: CITY OF AMES I, the undersigned Clerk of the City, do hereby certify that the City did heretofore establish a Municipal Electric System (hereinafter referred to as the "Utility"), that the management and control of the Utility are vested in the Council of the City and that no board of trustees exists which has any part of the control and management of the Utility. I further certify that there is not pending or threatened any question or litigation whatsoever touching the establishment or operation of the Utility and that there are no bonds or other obligations of any kind now outstanding which are payable from or constitute a lien upon the revenues derived from the operation of the Utility, except for the City's Electric Revenue Refunding Bonds, Series 1991, dated May 1, 1991, presently outstanding in the amount of $10,045,000; the present issue of Electric Revenue Refunding Bonds, Series 1993, dated April 1, 1993; and the City's Electric Revenue Bonds, Series 1978, dated July 1, 1978, presently outstanding in the amount of $19,535,000, which Series 1978 Bonds are being refunded with the proceeds of the Series 1993 Bonds. WITNESS MY HAND and the seal of the City hereto affixed this day of 1 1993. (Seal) City Clerk -32- DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA Ames \419370-9\RBS/ RBI STATE OF IOWA COUNTY OF STORY SS: CITY OF AMES I, the undersigned, City Treasurer of the aforementioned City, do hereby certify that pursuant to the resolution of its Council calling for redemption the City's $19,535,000 Electric Revenue Bonds, Series 1978, the notice, of which the printed slip attached to the publisher's affidavit hereto attached is a true and complete copy, was published on the date and in the financial newspaper or journal specified in such affidavit, which newspaper or financial journal is published in the City of New York, New York. I further certify that pursuant to such resolution, I also caused written notice of such redemption to be mailed to each of the last known holders of the Series 1978 Bonds by registered mail, return receipt requested, on / 1993, which date is at least 30 days prior to the redemption date of the Series 1978 Bonds. WITNESS MY HAND and the seal of the City hereto affixed this day of 1 1993. City Clerk (Seal) (Attach here publisher's affidavit of publication of notice of redemption.) (PLEASE NOTE: Do not sign and date this certificate until you have checked a copy of the published notice and have verified that it was published on the date indicated in the publisher's affidavit.) (Attach here a copy of each of the return receipts from the Post Office.) -00 00 - DORSEY & WHITNEY, ATTORNEYS, DES MOINES, IOWA