HomeMy WebLinkAboutA011 - Letter to Dorsey & Whitney dated October 3, 2002 - September 24, 2002 proceedingsCaring People 1
Q—hry Programs
F—epuo"Service
October 3, 2002
Mr. Robert 1-1. Helmick
Dorsey & Whitney LIT
801 Grand, Suite 3900
Des Moines, Iowa 50309
City Clerk's Office
515 Clark Avenue, 11. 0. Box 8 11
Armes, 1A 50010
Phone: 515-239-5105
Fax: 515-239-5142
RE: A
nes, Iowa
5,885,000 General Obligation Corporate Purpose Bonds, Series 2002B
V 0 ur File No. 419370-25
General Obligation Refunding Bonds, Series 2002C
Your File No. 419370-27
Electric Revenue Refunding Bonds, Series 2002D
Your File No. 41937 28
Dear Mr. Helmick:
Enclosed please find fully CXCCLItcd copies of the proceedings necessary to carry out the hearing,
sale, and issuance of the above -captioned Bonds at the meeting of the Ames City Council held on
September 24, 2002. Absent fi-orn these proceedings is the certificate attesting to the mailing of the
Notice of Redemption pertaining to the Electric Revenue Refunding Bonds, Series 20021); it will
be forwarded to you as soon as we have received the return receipt from the Post Office.
If you have any questions, please call nic.
Sincerely,
11PAlu
Diane Voss
City Clerk
/dry
Enclosures
Ames/419370-25/2nd'/2 GBS/GBI (Ser—j2B)
please Return To
DORSEY & WHITNEY
ATTORNEYS AT LAW
801 Grond, Suite ;;NO
Des [V,uircles, Iowa ,50309
419370-25
MINUTES FOR HEARING, SALE AND
ISSUANCE OF SERIES 2002B BONDS
Ames, Iowa
September 24, 2002
The City Council met on September 24, 2002, 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 $5,885,000 General
Obligation Corporate Purpose Bonds, Series 2002B, 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: Cross., Goodhue, Hoffman, Quirmbach, Vegge, Wirth
Absent: None
The Council investigated and found that a notice of intention to institute proceedings for
the issuance of the aforementioned bonds had been duly published as provided by law and that
this is the time and place at which the Council shall receive oral or written objections from any
resident or property owner of the City. The City Clerk announced that no written objections had
been previously filed; the Mayor called for any oral or written objections from any resident or
property owner of the City and were 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
(ATTACH BID TABULATION)
Final Bid
(interest cost)
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-25/2nd '/2 GBS/GBI (Set - - j2B)
Council Member Goodhue - introduced the resolution hereinafter next set
out and moved that the resolution be adopted, seconded by Council Member
Veg-p-e . After due consideration, the Mayor put the question on the motion and
the roll being called, the following named Council Members voted:
Ayes: Cross! Goodhue� 11offrrianQuirrnbach2 Vegge, Wirth
Nays:
None
Whereupon, the Mayor declared the resolution duly adopted, as hereinafter set out.
93Vv At the conclusion of the meeting, and upon motion ate, t auncil adjourned.
Mayor
Attest:
City Clerk
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DORSEY & WHTNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-25t2nd V2 GBS/GBI (Ser 200213)
RESOLUTION NO, 02-521.
Providing for the sale and issuance of $5,885,000 General Obligation Corporate Purpose
Bonds, Series 2002B, and providing for the levy of taxes to pay the same
WHEREAS, pursuant to the provisions of Division III of Chapter 384 of the Code of
Iowa, the City of Ames, Iowa (the "City"), has heretofore proposed to contract indebtedness and
issue $5,885,000 General Obligation Corporate Purpose Bonds, Series 2002B (the "Series 2002B
Bonds"), for the purpose of paying the cost, to that extent, of the acquisition of fire apparatus and
equipment; and the construction of various street, storm sewer and bridge improvements, and has
published notice of such proposal and has held a hearing thereon; and
WHEREAS, pursuant to Notice of Sale of the Series 2002E Bonds heretofore given in
strict compliance with the provisions of Chapter 75 of the Code of Iowa, sealed bids for the
purchase of the Series 2002E 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 by the City Council of all bids received, the bid of
Harris Trust & 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
Series 2002B Bonds, maturing on June I 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
2003
$480,000
2.25%
2009
$485,000
3.00%
2004
$430,000
2.25%
2010
$500,000
3.15%
2005
$435,000
2.50%
2011
$515,000
3.25%
2006
$445,000
2.50%
2012
$535,000
3.30%
2007
$455,000
2.75%
2013
$555,000
3.45%
2008
$470,000
3.00%
2014
$580,000
3.60%
are hereby awarded and authorized to be issued to the said bidder at the price specified in such
bid, together with accrued interest.
Section 4. The form of agreement of sale of the Series 2002E 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.
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-25/2nd V2 GBS/GBI (Ser - -,,213)
Section 5. The Series 2002B Bonds shall be in the denomination of $5,000 each, or
any integral multiple thereof, shall be dated October 15, 2002, and shall become due and payable
and bear interest as set forth in Section I hereof.
The City Treasurer is hereby designated as the Bond Registrar and Paying Agent for the
Series 2002B Bonds and may be hereinafter referred to as the "Bond Registrar" or the "Paying
Agent".
, Fhe City reserves the right to call and redeem part or all of the Series 2002B Bonds
maturing in each of the years 2012 to 2014, inclusive, prior to and in any order of maturity on
June 1, 2011, or on any date thereafter upon terms of par and accrued interest. If less than all of
the Series 2002B Bonds of any like maturity are to be redeemed, the particular part of those
Series 2002B Bonds to be redeemed shall be selected by lot. The Series 2002B Bonds may be
called in part in one or more units of $5,000. If less than the entire principal amount of any
Series 2002B 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
2002B Bond, a new Series 2002B Bond or Bonds, in any authorized denomination, in a total
aggregate principal amount equal to the unredeemed balance of the original Series 2002B Bond.
Notice of such redemption as aforesaid identifying the Series 2002B 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 Series 2002B 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 2002B Bonds shall be payable semiannually on the first
day of June and December in each year, commencing June 1, 2003. Interest shall be calculated
on the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the
Series 2002B Bonds shall be made to the registered owners appearing on the Series 2002B 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 2002B 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 2002B 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 Series 2002B Bonds.
The Series 2002B 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 Series 2002B Bonds without interest coupons. In case any officer whose signature or
the facsimile of whose signature appears on the Series 2002B Bonds shall cease to be such
officer before the delivery of the Series 2002B Bonds, such signature or such facsimile signature
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-25/2nd 1/2 GBS/GBI (Ser - -,2B)
shall nevertheless be valid and sufficient for all purposes, the same as if such officer had
remained in office until delivery.
The Series 2002B 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 Series 2002B 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 duty executed by the registered owner or the duly authorized attorney for
such registered owner.
The record and identity of the owners of the Series 2002B Bonds shall be kept
confidential as provided by Section 22.7 of the Code of Iowa.
The Series 2002B 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 6. Notwithstanding anything above to the contrary, the Series 2002B Bonds
shall be issued initially as Depository Bonds, with one fully registered Series 2002B 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 Series 2002B 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 2002E Bonds or the City determines not to continue the book -entry system for
recording ownership interests in the Series 2002E 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 Series 2002B Bonds.
Ownership interest in the Series 2002B Bonds may be purchased by or through
Participants. Such Participants and the persons for whom they acquire interests in the Series
2002E Bonds as nominees will not receive certificated Series 2002B 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 2002B 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 2002B 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
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DORSEY & WIETNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-25/2nd'/2 GBS/GBI (Ser __,213)
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 Series 2002B 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 2002B 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 Series 2002B
Bonds acquired. Transfers of ownership interests in the Series 2002B 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 2002B 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 7. The form of Series 2002E Bonds shall be substantially as follows:
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Arnes/419370-25/2nd V2 GBS/GBI (Ser --o213)
(Form of Series 2002B Bond)
UNITED STATES OF AMERICA
STATE OF IOWA COUNTY OF STORY
CITY OF AMES
GENERAL OBLIGATION CORPORATE PURPOSE BOND,
SERIES 2002B
No. $—
RATE MATURITY DATE BOND DATE CUSIP
October 15, 2002
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
INTERIM
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 I and December I of each year, commencing June 1, 2003, 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 "Series 2002B 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, 2001, and all laws amendatory thereof and
supplementary thereto, and in conformity with a resolution of the City Council duly passed,
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-25/2nd '/2 GBS/GBI (Ser - - 213)
approved and recorded for the purpose of defraying the cost of the acquisition of fire apparatus
and equipment; and the construction of various street, storm sewer and bridge improvements.
The City reserves the right to call and redeem part or all of the Series 2002E Bonds
maturing in each of the years 2012 to 2014, inclusive, prior to and in any order of maturity on
June 1, 2011, or on any date thereafter upon terms of par and accrued interest. If less than all of
the Series 2002B Bonds of any like maturity are to be redeemed, the particular part of those
Series 2002B Bonds to be redeemed shall be selected by lot. The Series 2002B Bonds may be
called in part in one or more units of $5,000. If less than the entire principal amount of any
Series 2002B 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
2002B Bond, a new Series 2002B Bond or Bonds, in any authorized denomination, in a total
aggregate principal amount equal to the unredeemed balance of the original Series 2002B Bond.
Notice of such redemption as aforesaid identifying the Series 2002B 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 Series 2002B 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; 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.
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DORSEY & WHITNEY LLP, ATrORNEYS, DES MOINES, IOWA
Ames/419370-25/2nd V2 GBS/GBI (Ser 213)
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 15, 2002.
By (DO NOT SIGN)
Mayor
Attest:
(DO NOT SIGN)
City Clerk
(Facsimile Seal)
(On each Series 2002B Bond there shall be a registration dateline and a Certificate
of Authentication of the Bond Registrar in the following form:)
Registration Date: (Registration Date)
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Series 2002E Bonds described in the within -mentioned
resolution.
(DO NOT SIGN)
City Treasurer, Ames, Iowa
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-25/2nd '/2 GBS/GBI (Ser —211)
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
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:
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.
-to-
DORSEY & WHITNEY LIT, ATTORNEYS, DES MOINES, IOWA
Ames/419370-25/2nd 1/2 GBS/GBI (Ser 2002B)
Section 8. The Series 2002B 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 Series 2002B Bonds
is hereby ratified and confirmed in all respects.
Section 9. 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
Series 2002B 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 Series 2002B 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 (provision having been previously made, and funds being on
hand, to pay the interest and principal coming due in the fiscal year which began July 1, 2002),
to -wit:
For collection in the fiscal year beginning July 1, 2003,
sufficient to produce the net annual sum of $593,008;
For collection in the fiscal year beginning July 1, 2004,
sufficient to produce the net annual sum of $588,333;
For collection in the fiscal year beginning July 1, 2005,
sufficient to produce the net annual sum of $587,458;
For collection in the fiscal year beginning July 1, 2006,
sufficient to produce the net annual sum of $586,333;
For collection in the fiscal year beginning July 1, 2007,
sufficient to produce the net annual sum of $588,820;
For collection in the fiscal year beginning July 1, 2008,
sufficient to produce the net annual sum of $589,720;
For collection in the fiscal year beginning July 1, 2009,
sufficient to produce the net annual sum of $590,170;
For collection in the fiscal year beginning July 1, 2010,
sufficient to produce the net annual sum of $589,420;
For collection in the fiscal year beginning July 1, 2011,
sufficient to produce the net annual sum of $592,683;
For collection in the fiscal year beginning July 1, 2012,
sufficient to produce the net annual sum of $595,028;
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DORSEY & WHI'INEY LLP, ATTORNEYS, DES MINES, IOWA
Ames/419370-25/2nd '/2 GBS/GBI (Ser 200213)
For collection in the fiscal year beginning July 1, 2013,
sufficient to produce the net annual sum of $600,880.
Section 10. 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 Series 2002E Bonds hereby authorized and for no other purpose
whatsoever. Any amount received by the City as accrued interest on the Series 2002E Bonds
shall be deposited into such special account and used to pay interest due on the Series 2002B
Bonds on the first interest payment date.
Section 11. 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 12. It is the intention of the City that interest on the Series 2002E 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 Series 2002E 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 14. Continuing Disclosure.
(a) Purpose and Beneficiaries. To provide for the public availability of certain
information relating to the Series 2002E Bonds and the security therefor and to permit the
original purchaser and other participating underwriters in the primary offering of the Series
2002E 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 Series 2002B 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 Series 2002B Bonds. The City is the only
"obligated person" with respect to the Series 2002B 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.
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-25/2nd 1/2 GBS/GBI (Ser —213)
If the City fails to comply with any provisions of this section, any person aggrieved
thereby, including the Owners of any outstanding Series 2002B 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 Series 2002B Bonds or
under any other provision of this resolution.
As used in this section, "Owner" or "Bondowner" means, with respect to a Series 2002B
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 Series 2002B 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 Series 2002B Bond
(including persons or entities holding Series 2002E Bonds through nominees, depositories or
other intermediaries), or (b) is treated as the owner of the Series 2002B 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, 2003, 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
-13-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Aines/419370-25/2nd '/2 GBS/GBI (Ser .-213)
(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:
General Obligation Debt by Issue
Overlapping Debt
Debt Limit Computation
Combining Statement of Revenues, Expenditures of the General Fund
General Fund Budget
Taxable Property Valuations
Actual Value by Category
Tax Collections
Principal Taxpayers
Appendix A (Excerpts from the City's Audited Financial Statements)
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.
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):
-14-
DORSEY & WHITNEY UP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-25/2nd V2 GBS/GBI (Scr . - 213)
(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) Series 2002B Bond calls;
(1) 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
Series 2002B 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 Series 2002B Bond within the meaning of applicable federal securities laws,
as interpreted at the time of discovery of the occurrence of the event.
(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.
-15-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-25/2nd % GBS/GBI (Ser �-213)
(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 Series 2002B 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.
(1) The covenants of the City in this section shall remain in effect until
all of the Series 2002E Bonds have been paid or legally defeased.
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
Series 2002E Bonds or securities firms recommending the Series 2002E Bonds to
prospective purchasers while the Series 2002E 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 Series 2002B 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
-16-
DORSEY & WHITNEY UP, ATTORNEYS, DES MOINES, IOWA
Axnes/419370-25t2nd 1/2 GBS/GBI (Ser — ,LB)
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 Series 2002B 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.
Section 15. All resolutions or parts thereof in conflict herewith are hereby repealed to
the extent of such conflict.
Passed and approved September 24, 2002.
Mayor
Attest:
City Clerk
-17-
DORSEY & WHITNEY LIT, ATTORNEYS, DES MOINES, IOWA
Aines/419370-25/2nd V2 GBS/CJBI (Ser - 213)
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 $5,885,000 General Obligation Corporate Purpose Bonds,
Series 2002B, 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.
WITNESS MY HAND and the seal of the City hereto affixed this 24th day of
September 2002.
City Clerk
(Seal)
(Please attach a copy of the bid of the successful bidder.)
-18-
DORSEY & WI-HTNEY LLT, ATTORNEYS, DES MOINES, IOWA
TO: ('11y of'Amcs (0L111C11 Members and Admimstr',itioll
FROM: David Dirks
EvEINSEN DODGE, INC.
S1iJBJECT: $5,885,000 General Obligation (.."orporate I)Lirposc Bonds,
Series 200213
Today, September 24, 2002, the scaled 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
Harris Trust & Savings Rank ('111cago, IL
I
R13C Dani Ratischer Inc. Denver, (,0
Hutchinson, Shockey, Erley & (,,o. Chicago, IL
Morgan Stanley DW Inc. Chicago, IL
S N1( I R
S 1,2 11,961.49 3.1 954(Vo
51,233,82833 12493Yo
51,251,282.1.1 3.2569'Yo
SI,236,197.47 3.2680%
Wachovia Batik, N.A.
Charlotte, NC
5I,238,690.27
3.2680%
US Bancorp Piper Jaffray
Minneapolis, MN
$1,242,359.17
3.2759%
WE "COMMEND AWARD'ro:
Harris Trust & Savings Bank
Thank you for the opportunity to be of service to the City of'Aines, Iowa. 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, 1A 50309
515/282-6138
FAX 515/282-0252
Sep,24-2002 11:56mm From-EYEMS[M DODGE.. 6123713763 T-04 P083/084 F-53;
City of Ames, Iowa
DEBT SERVICE SCHEDULE
---���
Date Principal
Coupon~~'`~
Total Pi
nonxL
mu5000
6/0) /'2003 +80/00.00
+","%
^~'^^^-
58.-2.-
#m1 /200
.^~~^'~
_---
amuomw 430.000u0
2,250%
~.'~.''
-1--5
593.007-50
12m1/2004
'.~..^'
___-
mouzmx 435,000.00
2500%
'~~~~^~
-'----
588,332.50
zom/ouu
.^,~~.~
__-
omuzmm *+5,000^0
z,W%
'^,^^''
-`--'
587,457.50
12m112006
65,666,25
6-6-25
-
6m/xmo7 455,000u0
z/m%
^'~~~^'
--~---
596,332.50
/2m1o007
~~-^.~-
_'-__
6m1/2009 +n,vvv/m
^""=°
'~-^~~
52.---
121011209
~~~~--
3_0
6mu2009 +m/mv^m
^»""=
'^~~~-
—_--
12m112009
45,05-00
45,085.00
omumm 500.00ov
3150m
`'~~'^~
55~-0
12m1m010
''~^`^~
3--0
6m1x2011 515,00.00
^+==°
'',^`^-
------
omumo
^~~.~
_
25
610112012 535,00w*
^� 3v°
28,841.25
53--15
592,692.50
12m/m012
^^~^~'~
75
---
mmamo 555,000vv
,*"=~
^~~^~''
-'---
ommma
^~,_..
1,4__
eoozo 4 580,000.0
`^vr%
~'~^-
_',4--
Total 5,885,000.00
^~~'~.~
___-
vW,LD STATISTICS
�rJr �n
m*dv�rmwum' ----'_-------------------------
---
___�
o*m,em
^ve*agcLife. --------------------------'--'--
''' ........... -----'-----_--'
�zmy�nm
Average
---------'-
12094141%
Not a*=dc"et(muC) ..... ......... -'........
... ...................
a.mmxn%
nm�m��dCod r�^-----'--------
.
----
___,
18067607m
Flood Yield for mmitragep"vpo . .-........
..... ---- ............. -...
...... ^---~-----------�
3.2902662*/*
»llnscl"sivo Cost (AIo}.............. -...............
--...... --^------'----�-----
MSFORM m^m
a.ma�mem
mmm*��cm�.........�---------------_-----------�
--
________�
6.395Y"m
Weigl^od^°.rageMaturity .... .......... -----'--'-----.......
'-...................
-