HomeMy WebLinkAboutA005 - Proceedings from November 10, 1998 meeting Ames/419370-19/2nd'/z GBS/GBI
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419370-19
MINUTES FOR SALE AND ISSUANCE OF
BONDS
Ames, Iowa
November 10, 1998
The City Council met on November 10, 1998, 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 General Obligation Refunding Bonds,
Series 1998B, 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: Campbell, Cross, Hoffman, Parks, �,ui=bach, 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)
(ATTACH BID TABULATION)
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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Council Member Cross introduced the resolution hereinafter next set out
and moved that the resolution be adopted, seconded by Council Member Wirth
After due consideration, the Mayor put the question on the motion and the roll being called, the
following named Council Members voted:
Ayes: Campbell, Cross, Hoffman, Parks, Quirmbach, Wirth
Nays: None
Whereupon, the Mayor declared the resolution duly adopted, as follows:
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
REPORT OF BIDS
CITY OF AMES, IOWA
. .
. .
®`® $3,2051000
® ' General Obligation Refunding Bonds
.�.�: Series 1998B
. . . .
. . . . .
. . . .
November 10 1998
. . . .
. . .
. . . .
. . .
TO: City of Ames Council Members and Administration
FROM: David Dirks
EvENSEN DODGE,INC.
SUBJECT: $3,205,000 General Obligation Refunding Bonds,
f
Series 1998B
Today, November 10, 1998, 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 $ NIC % NIR
Nations Bank St. Louis $405,483.25 3.655472
Piper Jaffray Minneapolis 406,167.20 3.6616
Davenport&Co Richmond,VA. 406,249.08 3.662376
Harris Trust Chicago 407,490.00 3.6735
Salomon Smith Barney Chicago 407,695.10 3.675412
LIMB Bank Kansas City 407,717.99 3.6756
Griffin et al Chicago 408,357.50 3.6813
Robt. Baird Milwaukee 408,963.55 3.6868
Nike Securities Chicago 421,256.50 3.7976 e±;♦;
� o ♦ e ♦
• so ♦
WE RECOMMEND AWARD TO: • ` ` •
Nations Bank of St. Louis, MO
o ♦ o ♦ ♦ e
Thank you for the opportunity to be of service to the City of Ames, Iowa. We are ♦ .
available to answer any questions you may have on this or any other issue in the ♦ . . .
future. _♦ • ♦ •
oee ♦
100 Court Avenue,Suite 215
Des Moines,1A 50309 L
515/282-0138 FAX 515/282-0252i
City of AMES, Iowa
$3,205,000 6.o. Refunding Bonds, Series 1998
Sale Date: November 10, 1998
.....ss■
Savings Report
- - - - - - - - Proposed Debt Service - - - - - - - - Prior Cumulative
Date Principal Coupon Interest Total Debt Service Savings Savings
-------- -------------- --. ----- -------------- -------------- -------------- -------------- --------------
6/ 1/99 57,328.75 57,328.75 89,687.50 34,906.69 37,145.02
12/ 1/99 57,328.75
6/ 1/ 0 665,000.00 3.450000 57,328.75 779,6S7.50 804,375.00 24,717.50 61,862.52
12/ 1/ 0 45,857.50
6/ 1/ 1 655,000.00 3.500000 45,357.50 746,715.00 769,375.00 22,660.00 84,5Z2.52
12/ 1/ 1 34,395.00
6/ 1/ 2 640,000.00 3.600000 34,395.00 708,790.00 734,062.50 25,272.50 109,795.02
12/ 1/ 2 22,875.00
6/ 1/ 3 630,000.00 3.650000 22,875.00 675,750.00 698,125.00 22,375.00 132,170.02
12/ 1/ 3 11,377.50
6/ 1/ 4 615,000.00 3.700000 11,3.7.50 637,755.00 661,875.00 24,120.00 156,290.02
-------------- --- -------------- --------------
3,205,000.00 400,996.25 3,605,996.25 3,757,500.00 156,290.02
ACCRUED 2,547.94 2,547.94
3,205,000.00 398,448.31 3,603,448.31 3,737,500.00 156,290.02
.............. ........s...s■ ■us....a■s. ......aa.=.»> ■ass..s...ssf■
Dated 12/ 1/98 with Delivery of 12/ 9/98
Bond Years 11,092.500
Average Coupon 3.615021
Average Life 3.460998
N I C % 3.655472 % using 99.8600000
T I C % 3.657269 % From Delivery Date
N 0 T E Cumulative Savings are Net of the Initial Transfer Amount of -2,238.33
N 0 T E Savings on 6/ 1/99 Include Accrued Interest of 2,547.94
Nat Present value Savings at: 3.6132% Equals 143,599.33 or 4.4805% of Par of the Current Issue
or 4.5952% of Par of the Prior Issue
N 0 T E : Present value Savings are Net of the Initial Transfer Amount of -2,238.33
Prepared by Evensen Dodge, Inc.
Micro-Muni Debt Data: 11-10-1998 8 14:40:33 Filer me: AMES Key- REF
OT ' d z00 ' oN SS : ST 36 , OT ()ON : QI 9NI 09000 N3SN3A3
Anws/419370-19/2nd 54 GBS/GBI
RESOLUTION NO. 98-543
Providing for the sale and issuance of General Obligation Refunding Bonds, Series 1998B,
and providing for the levy of taxes to pay the same
WHEREAS,pursuant to Chapter 384 of the Code of Iowa,notice duly published and hearing
held thereon, the City Council of Ames, Iowa (the "City"), has heretofore determined to issue
General Obligation Refunding Bonds, Series 1998B (the 'Bonds"), for the purpose of paying costs
of refunding $3,125,000 of the City's General Obligation Corporate Purpose Bonds, dated June 1,
1992,which are scheduled to mature on June 1 in each of the years and in the principal amounts and
bear interest at the respective rates, as follows:
Principal Interest Rate Principal Interest Rate
Year Amount Per Annum Year Amount Per Annum
2000 $625,000 5.60% 2003 $625,000 5.80%
2001 $625,000 5.65% 2004 $625,000 5.90%
2002 $625,000 5.75%
and which are optional for prior redemption on June 1, 1999 (the "Optional Series 1992 Bonds"),
upon terms of par and accrued interest pursuant to the provisions of the resolution authorizing the
issuance of the Series 1992 Bonds (the "Series 1992 Bond Resolution"); 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
NationsBank, N.A. , of St. Louis
is the best, such bid proposing the lowest interest cost to the City; and
WHEREAS,it is deemed advisable and necessary that the City enter into an agreement (the
"Escrow Agreement")with Bankers Trust Des Moines, Iowa
(sometimes hereinafter referred to as the "Escrow Agent");
NOW,THEREFORE,Be It Resolved by the City Council of the City of Ames, as follows:
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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
2000 $665,000.00 3.45 % 2003 $ 630,000, 0 3.65 %
2001 $655,000.00 3.50 % 2004 $ 615,000.00 3.70 %
2002 $640,000.00 3.60 %
are hereby awarded and authorized to be issued to the said bidder in the aggregate principal amount
of$ 3,205,000.00 at a price of$ 3,200,513,00 , 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 December 1, 1998, 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".
All of the interest on the Bonds shall be payable semiannually on the first day of June and
December in each year,commencing June 1, 1999. 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 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
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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.
Section 4. 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 in the 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 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 interests in the Bonds as nominees will not
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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 whom 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, and 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 Bonds acquired. Transfers of
ownership interests 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 5. The form of Bonds shall be substantially as follows:
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DORSEY&WHrrNEY LLP,ATTORNEYS,DES MOINES,IOWA
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(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA COUNTY OF STORY
CITY OF AMES
GENERAL OBLIGATION REFUNDING BOND
SERIES 1998B
No. $
RATE MATURITY DATE BOND DATE CUSIP
December 1, 1998
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, 1999. 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 Chapter 384 and Chapter
76 of the Code of Iowa, 1997, and all laws amendatory thereof and supplementary thereto, and in
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conformity with a resolution of the City Council duly passed,approved and recorded for the purpose
of paying costs of refunding$3,125,000 of the City's General Obligation Corporate Purpose Bonds,
dated June 1, 1992.
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;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 December 1, 1998.
CITY OF AMES, IOWA
By Facsimile Signature)
Mayor
Attest:
Facsimile Signature)
City Clerk
(Facsimile Seal)
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(On each Bond there shall be a registration dateline and a Certificate of Authentication
of the Bond Registrar in the following form:)
Registration Date:
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned resolution.
(Signature)
City Treasurer, Ames, Iowa
ABBREVIATIONS
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 UTMA
TEN ENT - as tenants by the (Cult)
entireties As Custodian for
JT TEN - as joint tenants with (Minor)
right of survivorship and under Uniform Transfers to Minors Act
not as tenants in common
(State)
Additional abbreviations may also be used though not in the list above.
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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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:
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.
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Section 6. 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 7. The Mayor and City Clerk are hereby authorized and directed to execute the
Escrow Agreement on behalf of the City, which is hereby approved.
The Optional Series 1992 Bonds are hereby called for prepayment on their next prepayment
date, June 1, 1999, and notice of such prepayment shall be given by the Escrow Agent pursuant to
the terms of the Series 1992 Bond Resolution and the Escrow Agreement.
Simultaneously with the delivery of the Bonds,proceeds thereof in an amount set forth in the
Escrow Agreement, together with any other legally available funds of the City determined to be
necessary, shall be deposited into a special account with the Escrow Agent(the "Escrow Account"),
of which funds in an amount set forth in the Escrow Agreement shall be held as an initial cash
balance, and of which funds in an amount set forth in the Escrow Agreement shall be invested in
securities authorized under the Escrow Agreement, maturing on such dates and bearing interest at
such rates as are required to provide funds sufficient, with cash retained in the Escrow Account, to
pay the interest on the Optional Series 1992 Bonds, as the same becomes due,to and including June
1, 1999, and prepay the principal of the Optional Series 1992 Bonds as of such date.
The remaining proceeds of the Bonds in an amount set forth in the Escrow Agreement,
excluding accrued interest, shall be applied to pay issuance expenses. The amount received as
accrued interest on the Bonds shall be set aside and deposited into the special account within the
City's Debt Service Fund hereinafter referred to and shall be used to pay interest on the Bonds on
the first interest payment date.
Section 8. 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:
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For collection in the fiscal year beginning July 1, 1999,
sufficient to produce the net annual sum of$779,657.50 ;
For collection in the fiscal year beginning July 1, 2000,
sufficient to produce the net annual sum of$746,7 15.00 ;
For collection in the fiscal year beginning July 1, 2001,
sufficient to produce the net annual sum of$708,79 0.00 ;
For collection in the fiscal year beginning July 1, 2002,
sufficient to produce the net annual sum of$675,750.00 ;
For collection in the fiscal year beginning July 1, 2003,
sufficient to produce the net annual sum of$637,755.00
The amount necessary to pay the principal of and interest on the Bonds to and including June
19 1999,in the amount of$ 57,328.75 , shall be paid from the taxes previously levied pursuant to
the Series 1992 Bond Resolution for collection in the fiscal year which began July 1, 1998. That
portion of the Series 1992 Bond Resolution which provides for the levy of taxes for collection in the
fiscal year beginning July 1, 1999, and subsequent fiscal years are hereby repealed.
Section 9. 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 10. 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.
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Section 11. 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.
The City hereby designates the Bonds as "Qualified Tax Exempt Obligations" as that term
is used in Section 265(b)(3)(B) of the Internal Revenue Code.
Section 12. 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 the original purchaser and
other participating underwriters in the primary offering of the Bonds to comply with amendments to
Rule 15c2-12 promulgated by the Securities and Exchange Commission (the "SEC") 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 the outstanding Bonds. The City is the only "obligated
person" with respect to the Bonds within the meaning of the Rule for purposes of identifying the
entities with respect to which continuing disclosure must be made. The City has complied in all
material respects with any undertaking previously entered into by it under the Rule.
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, including an action for a writ of mandamus or specific performance.
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.
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As used in this section, "Owner" or "Bondowner" means, with respect to a Bond, the
registered owner or owners thereof appearing in the registration records maintained by the Registrar
or any 'Beneficial Owner" (as hereinafter defined)thereof, if such Beneficial Owner provides to the
Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the
Registrar. As used herein, 'Beneficial Owner" means, with respect to a Bond, any person or entity
which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of
ownership of, such Bond (including persons or entities holding Bonds through nominees,
depositories or other intermediaries), or (b) is treated as the owner of the Bond for federal income
tax purposes.
(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:
(1) on or within 210 days after the end of each fiscal year of the City, commencing with
the fiscal year ending June 30, 1998, the following financial information and operating data with
respect to the City (the "Disclosure Information"):
(A) the audited financial statements of the City for such fiscal year,
accompanied by the audit report and opinion of the accountant or government auditor
relating thereto, as permitted or required by the laws of the State of Iowa, 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 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 fiscal officer of the City; and
(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, which information may be unaudited:
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-19/2nd�/z GBS/GBI
General Obligation Debt by Issue
Overlapping Debt
Debt Limit Computation (As of Issuance of the Bonds)
Statement of Revenues, Expenditures of the General Fund (Year
Ended June 30, 1998)
General Fund Budget (1998-1999 Adopted)
Taxable Property Valuations
Actual Value by Category
Tax Collections
Principal Taxpayers (1997 Assessed Valuation)
Appendix A to the Official Statement, which may be unaudited
Notwithstanding the foregoing paragraph, if the audited financial statements are not
available by the date specified,the City shall provide on or before such date unaudited
financial statements in the format required for the audited financial statements as part
of the Disclosure Information and, within 10 days after the receipt thereof, the City
shall provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if
it is updated as required hereby, from other documents,including official statements,
which have been submitted to each of the repositories hereinafter referred to under
subsection(b)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.
If any part of the Disclosure Information can no longer be generated because
the operations of the City have materially 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 with respect to 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.
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-19/2nd'/x GBS/GBI
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.
(2) In a timely manner, notice of the occurrence of any of the following
events which is a Material Fact (as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of the
security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the
securities; and
(K) Rating changes.
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, hold 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 sentence, a "Material Fact" is also an event that would be
deemed "material" for purposes of the purchase, holding 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.
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/4 1 93 70-1 9/2nd'/x GBS/GBI
(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 any explanation
provided by the City under subsection (d)(2);
(C) the termination of the obligations of the City under this section
pursuant to subsection (d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared; and
(E) any change in the fiscal year of the City.
(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:
(1) the information described in paragraph (1) 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;
(2) the information described in paragraphs(2)and(3)of subsection(b),to the Municipal
Securities Rulemaking Board and to the State Depository, if any; and
(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.
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-19/2nd'/2 GBS/GBI
(d) Term; Amendments; Interpretation.
(1) The covenants of the City in this section shall remain in effect so long as any Bonds
are outstanding. Notwithstanding the preceding sentence, however, the obligations of the City under
this section shall terminate and be without further effect as of any date on which the City delivers to
the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final
judicial or administrative actions or proceedings, the failure of the City to comply with the
requirements of this section will not cause participating underwriters in the primary offering of the
Bonds or securities firms recommending the Bonds to prospective purchasers while the Bonds are
outstanding to be in violation of the Rule or other applicable requirements of the Securities Exchange
Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof.
(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 (except as provided in
paragraph(c)(3) hereof) or the consent of the Owners of any Bonds, by a resolution of this Council
filed in the office of the recording officer of the City 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; (ii) 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.
If the Disclosure Information is so amended, the City agrees to provide, contemporaneously
with the effectiveness of such amendment, an explanation of the reasons for the amendment and the
effect, if any, of the change in the type of financial information or operating data being provided
hereunder.
(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.
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DORSEY&WHn NEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-19/2nd V2 GBS/GBI
Section 13. All resolutions or parts thereof in conflict herewith are hereby repealed to the
extent of such conflict.
Passed and approved November 10, 1998.
ayor
Attest:
City Clerk
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-19/2nd'/x GBS/GBI
On motion and vote, the meeting adjourned.
Mayor
Attest:
City Clerk
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-19/2nd'/2 GBS/GBI
STATE OF IOWA
COUNTY OF STORY SS:
CITY OF AMES
I, 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 sale and
issuance of General Obligation Refunding Bonds, Series 1998B, 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 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.
WITN SS MY HAND and the seal of the City hereto affixed this �h day of
1998.
La tu..)�V-L)A--' L
City Clerk
(Seal)
(Please attach a copy of the bid of the successful bidder.)
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
OFFICIAL BID FORM
Members of the City Council Sale Date: Novcxnbcr 10, 1998
City of Ames,Iowa
For the principal amount of$3,205,000 General Obligation Refunding Bonds, Series 1998B of the City of Ames,
Iowa, legally issued and as described in the Official Terms of Offering, we will pay the Ciry 02� 3
(not less than$3,188,975)plus accrued interest on the total principal of 53,20500 to date of delivery,provided the
Bonds bear the following interest rate:
The Bonds mature on June 1 in the years and amounts as follows:
lnterm Interest
Year Amount Rate Year Amounr Rate
20OU 5665,M) ?j.�s % 2003 S630,000 ab 5 %
2001 655,000 330% 2004 615,000 3�,%
2002 640,000 °/.
Interest on the Bonds is payable on June 1, 1999 and semiannually thereafter.
In making this offer, we accept the terms and conditions as defined in the Official Terms of Offering published in
the Official Statement dated October 30, 1998- All blank spaces of this offer are intentional and are not to be
construed as an omission.
NOT PART OF TEM BID:
Respectfully submitted.,
Explanatory Note: According to our computation,
this bid involves the followinV
.2S NationeBank, N.A. (St. Louis)
Accatt 8a Net Interest Cost(NIQ
Lys rtiz 314-466-8/,67
(A list of account roembers is ae reverse side of
Net Interest Rate(NIQ this hid.)
xssss********,�******s***�r*r**t**�**r*+**►***a***ww*ferr.*w:�■�*w�***s*.�••.•�+s+rw:*••s*s*••.
The foregoing offer is hereby aaoepted by and on bchalf of the City of Auks, Iowa, thin 10"' day of November,
1998.
3
(Title) (Title)
Ames/419370-19/2nd'/2 GBS/GBI
STATE OF IOWA
SS:
COUNTY OF STORY
I, the undersigned, County Auditor of t aforeme tioned County, in the State of Iowa, do
hereby certify that on the_64 ., day of , 1998, 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 November 10, 1998, entitled:
"Resolution providing for the sale and issuance of General Obligation Refunding Bonds, Series
1998B, and providing for the levy of taxes to pay the same," and that I have duly placed the copy of
the resolution on 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, 1999, and subsequent years as provided in the resolution (the taxes for collection
in the fiscal year which began July 1, 1998,having been previously levied pursuant to Resolution No.
92-239, which resolution was previously filed in my office).
WIT,,4*MY HAND and the seal of the County hereto affixed this day of
1998.
ty A or
(Seal)
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA