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HomeMy WebLinkAboutA012 - Proceedings from September 26, 1995 meetingAmes /419370-16 /2nd 1/2 CBS/GBI 'YiFill 419370-16 INUNUTES FOR SALE AND ISSUANCE ,*F BONDS Ames, Iowa September 26, 1995 The City Council met on September 26, 1995, at 7:00 o'clock p.m. at the Council Chambers, City Hall, in the City, pursuant to prior action of the City Council and to law, for the purpose of taking action in connection with the sale and issuance of $4,195,000 General Obligation Corporate Purpose Bonds, Series 1995B, and for the transaction of such other business as may come before the meeting. The meeting was called to order by the Mayor, and the roll being called, the following named Council Members were present and absent: Present: Brown, Campbell, Hoffman, Parks, Tedesco, Wirth Absent: None This being the time and place fixed in the published Notice of Sale for the consideration of proposals for the purchase of the aforementioned bonds, 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 published Notice of Sale. Whereupon, the results of the bids were then read and the substance of such bids was noted in the minutes, as follows: Name and Address of Bidder Final Bid (interest cost) -1- DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA TO: City of Ames, Iowa FROM: David M. Dirks EVENSEN DODGE, INC. SUBJECT: $4,195,000 General Obligation Corporate Purpose Bonds, Series 1995E Today, September 26, 1995, the sealed bids tabulated below were received, opened and reviewed. The bids reflect and are indicative of the current conditions in the tax- exempt market. BIDDER ADDRESS S NIC (%) NI Harris Trust & Savings Bank Chicago $1,242,061.67 4.7962% I First of America I Hutchinson Shockey Piper Jaffray, Inc. Prudential Securities Inc. Kalamazoo $1,242,303.33 4.7971% Chicago $1,266,202.33 4.8894% Minneapolis $1,270,321.67 4.9053% New York $1,274,970.00 4.9232% I Everen Securities, Inc. Chicago S1,290,712.50 4.9840% I Dain Bosworth, Inc. Chicago $1,296,401.63 5.0060% WE RECOMMEND AWARD TO: Harris Trust and Savings Bank Thank you for the opportunity to be of service to the City. We are available to answer any questions you may have on this or any other issue in the future. 100 Court Avenue, Suite 215 Des Moines, IA 50309 5151282.6138 FAX 515/282-0252 Ames/419370-16/2nd 1/2 CBS/GBI Council Member Parks introduced the resolution hereinafter next set out and moved that the resolution be adopted, seconded by Council Member — Tedesco . After due consideration, the Mayor put the question on the motion and the roll being called, the following named Council Members voted: Brown, Campbell, Hoffman, Parks, Tedesco, Wirth Ayes: Nays: None Whereupon, the Mayor declared the resolution duly adopted, as follows: -2- DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames/419370-16/2nd 1/2 CBS/CBI RESOLUTION NO. 95-435 Providing for the award and issuance of $4,195,000 General Obligation Corporate Purpose Bonds, Series 1995B, and providing for the levy of taxes to pay the same WHEREAS, pursuant to the provisions of Chapter 384 of the Code of Iowa, notice duly published and hearing held thereon, the City Council of the City of Ames, Iowa (the "City"), has heretofore determined to issue $4,195,000 General Obligation Corporate Purpose Bonds, Series 1995B (the "Bonds"), for the purpose of paying the cost, to that extent, of the construction of street, drainage and storm sewer improvements; and the acquisition of a fire truck aerial ladder; and WHEREAS, pursuant to Notice of Sale of the Bonds heretofore given in strict compliance with the provisions of Chapter 75 of the Code of Iowa, sealed bids for the purchase of the Bonds were received and canvassed on behalf of the City at the time and place fixed therefor and the substance of such sealed bids noted in the minutes; and WHEREAS, upon final consideration of all bids, the bid of Harris Trust and Savings Bank, Chicago, Illinois, is the best, such bid proposing the lowest interest cost to the City; NOW, THEREFORE, Be It Resolved by the City Council of the City of Ames, as follows: Section 1. The bid referred to in the preamble hereof is hereby accepted, and the Bonds, maturing on June 1 in each of the years, in the respective principal amounts and bearing interest at the respective rates, as follows: Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 1996 $345,000 4.50% 2002 $350,000 4.60% 1997 $350,000 4.50% 2003 $350,000 4.60% 1998 $350,000 4.50% 2004 $350,000 4.60% 1999 $350,000 4.50% 2005 $350,000 4,60% 2000 $350,000 4.60% 2006 $350,000 4.70% 2001 $350,000 4.60% 2007 $350,000 4.80% -3- (Revised) DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames/419370-16/2nd 1/2 GBS/GBI are hereby awarded and authorized to be issued to the said bidder at the price specified in such bid, together with accrued interest. Section 2. The form of agreement of sale of the Bonds 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. The Bonds shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be dated October 1, 1995, and shall become due and payable and bear interest as set forth in Section 1 hereof. The City Treasurer is hereby designated as the Bond Registrar and Paying Agent for the 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 Bonds maturing in each of the years 2004 to 2007, inclusive, prior to and in any order of maturity on June 1, 2003, or on any date thereafter upon terms of par and accrued interest. If less than all of the Bonds of any like maturity are to be redeemed, the particular part of those Bonds to be redeemed shall be selected by lot. The Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any 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 Bond, a new Bond or Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Bond. Notice of such redemption as aforesaid identifying the Bond or Bonds (or portion thereof) to be redeemed shall be mailed by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 nor more than 60 days prior to such redemption date. All of such 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 Bonds shall be payable June 1, 1996, and semiannually thereafter on the first day of June and December in each year. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the 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 Bonds shall be payable in lawful money of the United States of America to the registered owners or their legal representatives -4- DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames/419370-16/2nd 1/2 CBS/GBI upon presentation and surrender of the Bond or Bonds at the office of the Paying Agent. The City hereby pledges the faith, credit, revenues and resources and all of the real and personal property of the City for the full and prompt payment of the principal of and interest on the Bonds. The 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. In case any officer whose signature or the facsimile of whose signature appears on the Bonds shall cease to be such officer before the delivery of the 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. The 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 thereof and interest thereon shall be made to the registered owners, their legal representatives or assigns. Each 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 Bonds shall be kept confidential as provided by Section 22.7 of the Code of Iowa. The 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 Bonds shall be issued initially as Depository Bonds, with one fully registered Bond for each maturity date, in 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 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 Bonds or the City determines not to continue the book -entry system for recording ownership interests -5- DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames/419370-16/2nd 1/2 CBS/GBI in the Bonds with DTC, the City will discontinue the book -entry system with DTC. Ifthe 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 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 Bonds. Ownership interest in the Bonds may be purchased by or through Participants. Such Participants and the persons for whom they acquire interest in the Bonds as nominees will not receive certificated 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 Bonds, which will be confirmed in accordance with DTC's standard procedures. Each such person for which a Participant has an interest in the 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 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 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 -6- DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames /419370-16 /2nd 1/2 CBS/GBI 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 Bonds acquired. Transfers of ownership interest in the 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 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 form of Bonds shall be substantially as follows: -7- DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames/419370-16/2nd 1/2 GBS/GBI (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF STORY CITY OF AMES GENERAL OBLIGATION CORPORATE PURPOSE BOND SERIES 1995E No. RATE MATURITY DATE BOND DATE CUSIP October 1, 1995 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 DOLLARS 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 June 1 and December 1 of each year, commencing June 1, 1996, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Interest on this Bond is payable to the registered owner appearing on the 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. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. 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 duly authorized series of bonds (the "Bonds") issued by the City pursuant to and in strict compliance with the provisions of Division III of -8- DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames/419370-16/2nd 1/2 CBS/GBI Chapter 384 and Chapter 76 of the Code of Iowa, 1995, and all laws amendatory thereof and supplementary thereto, and in conformity with a resolution of the City Council duly passed, approved and recorded for the purpose of defraying the cost of the construction of street, drainage and storm sewer improvements; and the acquisition of a fire truck aerial ladder. The City reserves the right to call and redeem part or all of the Bonds maturing in each of the years 2004 to 2007, inclusive, prior to and in any order of maturity on June 1, 2003, or on any date thereafter upon terms of par and accrued interest. If less than all of the Bonds of any like maturity are to be redeemed, the particular part of those Bonds to be redeemed shall be selected by lot. The Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any 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 Bond, a new Bond or Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Bond. Notice of such redemption as aforesaid identifying the Bond or Bonds (or portion thereof) to be redeemed shall be mailed by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 nor more than 60 days prior to such redemption date. All of such 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. This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner 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 and Recited that all acts, conditions and things required by the laws and Constitution of the State of Iowa, to exist, to be had, to be done or to be performed precedent to and in the issue of this Bond were and have been properly existent, had, done and performed in regular and due form and time; -9- DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames /419370-16 /2nd 1/2 CBS/GBI that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on this Bond as the same will respectively become due; that the faith, credit, revenues and resources and all the real and personal property of the City are irrevocably pledged for the prompt payment hereof, both principal and interest; and that the total indebtedness of the City, including this Bond, does not exceed any constitutional or statutory limitations. 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 as of October 1, 1995. CITY OF AMES, IOWA By (Facsimile Signature) Mayor Attest: (Facsimile Signature) City Clerk (Facsimile Seal) (On each 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 Bonds described in the within -mentioned resolution. (Signature) City Treasurer, Ames, Iowa _10- DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames/419370-16/2nd 1/2 CBS/GBI 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 UTMA (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 guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signatures to be guaranteed by certain eligible guarantor institutions that participate in 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. -11- - DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames/419370-16/2nd 1/2 GBS/GBI Section 5. The 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 City 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 Bonds is hereby ratified and confirmed in all respects. Section 6. As required by Chapter 76 of the Code of Iowa, and for the purpose of providing for the levy and collection of a direct annual tax sufficient to pay the interest on the Bonds as it falls due, and also to pay and discharge the principal thereof at maturity, there is hereby ordered levied on all the taxable property in the City in each of the years while the Bonds or any of them are outstanding, a tax sufficient for that purpose, and in furtherance of this provision, but not in limitation thereof, there be and there is hereby levied on all the taxable property in the City the following direct annual tax for collection in each of the following fiscal years, to -wit: For the fiscal year which began July 1, 1995, the net sum of $I73,417 which is presently on hand and available in the debt service fund); For collection in the fiscal year beginning July 1, 1996, sufficient to produce the net annual sum of $527,100 For collection in the fiscal year beginning July 1, 1997, sufficient to produce the net annual sum of $511,350 For collection in the fiscal year beginning July 1, 1998, sufficient to produce the net annual sum of $495,600- For collection in the fiscal year beginning July 1, 1999, sufficient to produce the net annual sum of $479,850- For collection in the fiscal year beginning July 1, 2000, sufficient to produce the net annual sum of $463,750- I For collection in the fiscal year beginning July 1, 2001, sufficient to produce the net annual sum of $447,650- For collection in the fiscal year beginning July 1, 2002, sufficient to produce the net annual sum of $431,550- -12- (Revised) DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames /419370-16 /2nd 1/2 CBS/GBI For collection in the fiscal year beginning July 1, 2003, sufficient to produce the net annual sum of $415,450- For collection in the fiscal year beginning July 1, 2004, sufficient to produce the net annual sum of $399,350- I For collection in the fiscal year beginning July 1, 2005, sufficient to produce the net annual sum of $383 250- For collection in the fiscal year beginning July 1, 2006, sufficient to produce the net annual sum of $366,800. Section 7. A certified copy of this resolution shall be filed with the County Auditor of Story County, and said Auditor is hereby instructed to enter for collection and assess the tax hereby authorized. When annually entering such taxes for collection, the County Auditor shall include the same as a part of the tax levy for Debt Service Fund purposes of the City and when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the City and set aside therein as a special account to be used solely and only for the payment of the principal of and interest on the Bonds hereby authorized and for no other purpose whatsoever. Any amount received by the City as accrued interest on the Bonds shall be deposited into such special account and used to pay interest due on the Bonds on the first interest payment date. Section 8. The interest or principal and both of them falling due in any year or years shall, if necessary, be paid promptly from current funds on hand in advance of taxes levied and when the taxes shall have been collected, reimbursement shall be made to such current funds in the sum thus advanced. Section 9. It is the intention of the City that interest on the 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 the applicable future laws, regulations, published rulings and court decisions as may be necessary to insure that the interest on the 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. -13- (Revised) DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames /419370-16 /2nd 1/2 GBS/GBI Section 10. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit underwriters of the Bonds to comply with amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the "Rule"), which will enhance the marketability of the Bonds, the City hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of outstanding Bonds. The City is the only "obligated person" in respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. If the City fails to comply with any provisions of this section, any person aggrieved thereby, including the Owners of any outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this section. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no event shall a default under this section constitute a default under the Bonds or under any other provision of this resolution. As used in this section, "Owner" or "Bondowner" means, in respect of a Bond, the registered owner or owners thereof appearing in the bond register maintained by the Bond Registrar or any beneficial owner thereof, if such owner provides to the Bond Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Bond Registrar. (b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection (c) hereof, either directly or indirectly through an agent designated by the City, the following information at the following times: (b) (1) within 120 days after the end of each fiscal year of the City, commencing with the fiscal year ending June 30, 1996, the following (the "Disclosure Information"): (b)(1)(A) the financial statements of the City for such fiscal year (including audited statements), containing balance sheets as of the end of such fiscal year and a statement of operations, changes in fund balances and cash flows for the fiscal year then ended, showing in -14- (Revised) DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames/419370-16/2nd 1/2GBS/CBI comparative form such figures for the preceding fiscal year of the City, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Iowa law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the City, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the City Treasurer, and (b)(1)(B) To the extent not included in the financial statements referred to in paragraph (A) hereof, the information for such fiscal year or for the period most recently available of the type contained in the following tables of the Official Statement for the Bonds: Table 2 - Demographic Statistics Table 4 - Employment Statistics Table 9 - Debt Limit Computation Upon the Issuance of the Bonds Table 11 - Long -Term Debt (June 30, 1995 and as of Issuance of the Bonds) Table 14 - Overlapping Debt to the City of Ames June 30, 1995 Table 16 - Statement of Revenues, Expenditures and Changes in Fund Balance - General Fund (Years Ended June 30) Table 17 - General Fund Budgets Table 18 - Assessment of Valuations of Taxable Property Fiscal. Years 1987 through 1996 Table 19 - Property Values by Category (1994 Assessment, 1996 Fiscal Year) Table 21 - Property Tax Rates All Overlapping Governments Last Ten Fiscal Years Table 23 - Principal Taxpayers (As of January 1, 1994) Appendix A to the Official Statement, which information may be unaudited. Any or all of the Disclosure Information may be incorporated by reference from other documents, including official statements, which have been submitted to each of the repositories and the State depository hereinafter referred to under subsection (c) of this section or the SEC. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure Information each document so incorporated by reference. -15- (Revised) DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames/419370-16/2nd 1/2 CBS/GBI If any part of the Disclosure Information can no longer be generated because the operations of the City have changed or been discontinued, such Disclosure Information need no longer be provided if the City includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other City operations in respect of which data is not included in the Disclosure Information and the City determines that certain specified data regarding such replacement operations would be a Material Fact (as defined in paragraph (3) hereof), then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or this section is amended as permitted by this paragraph (b)(1) or subsection (d), then the City shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (b)(2) In a timely manner, notice of the occurrence of any of the following events or conditions of which any member of the City Council, the chief administrative officer, the recording officer or the fiscal officer of the City has actual knowledge and which is a Material Fact (as hereinafter defined): (b)(2)(A) default in the payment of principal of or interest on any Bonds; (b)(2)(B) the failure of the City to observe any of its covenants and agreements contained in this resolution other than the Disclosure Covenants; (b)(2)(C) the enactment of legislation, the issuance of a statutory notice of deficiency by the Internal Revenue Service, a ruling from the National Office or any District Office of the Internal Revenue Service, or a final decision of a court of competent jurisdiction, which provides or holds in effect, or the delivery by Bond Counsel to any person of a written opinion concluding in effect, that the interest payable on any Bonds is includable for federal income tax purposes in the gross income of an owner of Bonds; or the commencement by the Internal Revenue Service of an audit or investigation of or other challenge to the exclusion of interest on the Bonds from gross income for federal income tax purposes; -16- (Revised) DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames/419370-16/2nd 1/2 CBS/GBI (b)(2)(D) the amendment or supplementing of this resolution or any provision hereof (exclusive of the Disclosure Covenants) or any waiver by Bondowners of any such provisions, together with a copy of such amendment, supplement or waiver; (b)(2)(E) in the event that interest on the Bonds becomes exempt' from State of Iowa income tax, the issuance of a notice of deficiency or a ruling from the State of Iowa, or a final decision of a court of competent jurisdiction, which holds in effect, or the delivery by Bond Counsel to any person of a written opinion concluding in effect, that the interest payable on any Bonds is includable for State of Iowa income tax purposes in the gross income of an owner of Bonds; (b)(2)(F) the giving of the notice of redemption of any Bonds, together with a copy of such notice of redemption; (b)(2)(G) the discharge of the obligations of the City under this resolution before the final stated maturity date of the Bonds or the legal defeasance of any Bonds hereunder; (b)(2)(H) any change in, or the withdrawal of, any rating of the Bonds by a rating agency; (b)(2)(1) in the event that it becomes applicable (there being no property securing repayment of the Bonds), the release, substitution or sale of property securing repayment of the Bonds; (b)(2)(K) in the event it becomes applicable (there being no Letter of Credit or Bond Insurance Policy involved for securing the Bonds), any draw on the Letter of Credit other than to pay regularly scheduled principal or interest or any claim under a Bond Insurance Policy; (b)(2)(L) in the event it becomes applicable (there being no Letter of Credit or Bond Insurance Policy securing the Bonds), the substitution of a Substitute Bank for the Bank as issuer of the Letter of Credit; (b)(2)(M) in the event it becomes applicable (there being no Letter of Credit or Bond Insurance Policy securing the Bonds), the failure of the Bank to honor a draw under the Letter of Credit for the Bond Insurer to honor its obligations under the Insurance Policy; -17- (Revised) DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA E Ames/419370-16/2nd 1/2 GBS/GBI (b)(2)(N) in the event it becomes applicable (there being no Letter of Credit or Bond Insurance Policy or a guaranteed investment contract securing the Bonds), any change in, or the withdrawal of, any rating of the Bank, or the Bond Insurer or a provider of a guaranteed investment contract; As used herein, a "Material Fact" is a fact as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy or sell a Bond or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing, a "Material Fact" is also an event or condition that would be deemed "material" for purposes of the purchase or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event or condition. (b)(3) In a timely manner, notice of the occurrence of any of the following events or conditions: (A) the failure of the City to provide the Disclosure Information required under paragraph (b)(1) at the time specified thereunder; (B) the amendment or supplementing of this section pursuant to subsection (d), together with a copy of such amendment or supplement; and (C) the termination of the obligations of the City under this section pursuant to subsection (d). (c) Manner of Disclosure. The City agrees to make available the information described in subsection (b) to the following entities by telecopy, overnight delivery, mail or other means, as appropriate: (c)(1) the information described in paragraphs (1), (2) and (3) of subsection (b), to each then nationally recognized municipal securities information repository under the Rule and to any state information depository then designated or operated by the State of Iowa as contemplated by the Rule (the "State Depository"), if any; (c)(2) the information described in paragraph (2) of subsection (b), to the Municipal Securities Rulemaking Board and to the State Depository, if any; and -18- (Revised) DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames /419370-16 /2nd 1/2 CBS/GBI (c)(3) the information described in subsection (b), to any rating agency then maintaining a rating of the Bonds and, at the expense of such Bondowner, to any Bondowner who requests in writing such information at the time of transmission under paragraphs (1) or (2) of this subsection (c), as the case may be, or, if such information is transmitted with a subsequent time of release, at the time such information is to be released. (d) Term; Amendments; Interpretation. (d)(1) The covenants of the City in this section shall remain in effect so long as any Bonds are outstanding. (d)(2) This section (and the form and requirements of the Disclosure Information) may be amended or supplemented by the City from time to time, without notice to or the consent of the Owners of any Bonds, by a resolution or ordinance of this Council filed in the office of the City Clerk accompanied by an opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the City or the type of operations conducted by the City, or (b) is required by, or better complies With, the provisions of paragraph (b)(5) of the Rule; 60 this section as so amended or supplemented would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and (iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. (d)(3) This section is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. -19- (Revised) DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA Ames/419370-16/2nd 1/2 CBS/GBI Section 11. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved September 26,1995. Attest: City Clerk Mayor -19- DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA 12 Ames/419370-16/2nd 1/2 CBS/GBI STATE OF IOWA COUNTY OF STORY SS: CITY OF AMES 1, the undersigned, City Clerk of the aforementioned City, do hereby certify that attached hereto is a true and correct copy of the proceedings of the Council of the City relating to the authorization, sale and issuance of $4,195,000 General Obligation Corporate Purpose Bonds, Series 1995B, and relating to the award of such bonds and the approval of the formal contract of sale, and that the transcript hereto attached contains a true, correct and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time in relation to the authorization, sale, issuance and disposition of such bonds. I further certify that no appeal has been taken to the District Court from the decision of the City Council to issue such bonds or to levy taxes to pay the principal thereof and interest thereon. WrTNESS MY HAND and the seal of the City hereto affixed this day of' 1995. (Seal) City Clerk (Please attach a copy of the bid of the successful bidder.) -21- DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA OFFICIAL BID FORM Members of the City Council City Of Ames, Iowa Sale Date: September 26, 1995 For the principal mmount Of $4,195,000 General Obligation Corporate Purpose Bonds, Series 1995-B of the City of Ames lo le %IIY issued and as described in the Notice of Sale of Bondi and Terms of Offering, we will pay the Cin11 "1", "' ally 1-4�-issu;Ot less than $4,153,050) plus accrued interest on the total principal of delivery, of $4,195,000 to date Provided the Bonds bear the following interest rates: y YAU Interest Interest AMMUI Rak xW AM= 1996 $345,000 -% 2002 $350.000 1997 350,000 39 350,000 )000 afa 2003 2004 350,000 1999 350,000 350,000 3'so'000 % I 2000 2001 350,000 350,000 2006 350,000 % 2007 350,000 96-61. 'Me Bonds mature on June I in each of the years as indicated above and interest is payable June 1, 1996, and wm'=nual]Y thereafter On June I and December I ofcacb year. In making this offer, we accept the terms and conditions as defined in the Notice of Sale and `feints of offering published in the Official Statement dated September 19, 1995. All blank spaces of this Offer are intentional and are not to be construed as an omission. NOT PART OF THE BID Respectfully submitted, Explanatory Nate_ According to our computation, 71II&IMPT-1- -- - this bid involves the following; Harris Trust and Savings Bank & Associate. Accuurjt.h*ager 4,2,ez� Net Interost Cost B arri- ident (A fist of acmmt members is on tj$4 yc,varse side of % this proposal,), Net Interest Kate (SEE ATTACHED LIST) —'L `ae foregoing Oft is hereby accepted by and on behalf of the City of Ames, Iowa, this 26th dzy dF Seqternhar, 1995. (Title) (Title) Ames /419370-16 /2nd 1/2 CBS/GBI STATE OF IOWA W COUNTY OF STORY I, the undersigned, County Auditor of the/aforementioned County, in the State of Iowa, do hereby certify that on the day of 1995, the City Clerk of the City of Ames, Iowa, filed in my office a certified copy of a resolution of such City shown to have been adopted by the Council and approved by the Mayor thereof on September 26, 1995, entitled: "Resolution providing for the award and issuance of $4,195,000 General Obligation Corporate Purpose Bonds, Series 1995B, and providing for the levy of taxes to pay the same," and that I have duly placed he copy of the resolution or, file in my records. I further certify that the taxes provided for in that resolution will in due time, manner and season be entered on the State and County tax lists of this County for collection in the fiscal year beginning July 1, 1996, and subsequent years as provided in the resolution. WITNESS MY HAND and the seal of the County hereto affixed this day of 1995. (Seal) County Auditor -22- DORSEY & WHITNEY P.L.L.P., ATTORNEYS, DES MOINES, IOWA