HomeMy WebLinkAboutA010 - Letter to Dorsey & Whitney dated October 3, 2002 - executed proceedings from September 24Caring Prople
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October 3, 2002
Mr. Robert H. I-lelruick
Dorsey & Whitney LLP
801 Grand, Suite 3900
Des Moines, Iowa 50309
City, Clerk's Office
515 Clark Avenue, 11. O. Box 811
Ames, 1A 50010
Phone: 515-239-5105
Fax: 515-239-5142
RE: Ames, Iowa
$5,885,000 General Obligation Corporate Purpose Bonds, Series 2002B
Your File No. 419370-25
General Obligation Refunding Bonds, Series 2002("
Your File No. 419370-27
Electric Revenue Refunding Bonds, Series 20021)
Your F'Ile No. 41937 -28
Dear Mr. Helmick:
Enclosed please Find fully executed 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 from these proceedings is the certificate attesting to the mailing of the
Notice of Redemption pertaining to the I-I'lectric Revenue Refunding Bonds, Series 2002D; 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 me.
Sincerely,
Diane Voss
City Clerk
/dry
Enclosures
Arnes/419370-17/2"' 1/� GBS & GBI (Ser 2002C)
419370-27
please Return To MINUTES FOR SALE AND ISSUANCE OF
mRSF-Y & wwmEy SERIES 2002C BONDS
rTORNEYS AT LAW
801 GrCnds Suite 3900 Ames, Iowa
—e- juv4a 50309
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 General Obligation
Refunding Bonds, Series 2002C, 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
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)
-I-
DORSEY & WWTNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-27/2' '/� GBS & GBI (Ser 2002C)
Council Member Hoffman introduced the resolution hereinafter next set
out and moved that the resolution be adopted, seconded by Council Member
Cross . 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, Hoffman, Quirmbach, Vegge, Wirth
ME
None
Whereupon, the Mayor declared the resolution duly adopted, as hereinafter set out.
-2-
DORSEY & WMTNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-2712'd % GBS & GBI (Ser 2002C)
RESOLUTION NO. 02-522
Providing for the sale and issuance of General Obligation Refunding Bonds, Series
2002C, 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 Council of the City of Ames, Iowa (the "City"), has heretofore proposed to
contract indebtedness and issue General Obligation Refunding Bonds, Series 2002C (the "Series
2002C Bonds"), for the purpose of advance refunding certain outstanding bonds of the City, as
follows:
Name of Issue
General Obligation Corporate Purpose Bonds,
Series 1994E
General Obligation Corporate Purpose Bonds,
Series 1995A
General Obligation Corporate Purpose Bonds,
Series 1995E
Dated Amount to be Refunded
10/01/94 $ 660,000
05/01/95 $5,030,000
10/01/95 $1,750,000
(collectively, the "Refunded Bonds"), which are scheduled to mature on and after June 1, 2004,
and which, pursuant to the provisions of the resolutions authorizing their issuance (collectively,
the "Refunded Bond Resolutions"), are optional for prior redemption on June 1, 2003 (the
"Redemption Date"), upon terms of par and accrued interest, and has published notice of such
proposal and has held a hearing thereon; and
WHEREAS, pursuant to Notice of Sale of the Series 2002C 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 2002C 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 Advest, Inc., Charlotte, N.C.
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 First American Bank, Urbandale, Iowa (the "Escrow Agent");
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 2002C Bonds, maturing on June I in each of the years, in the respective principal amounts
and bearing interest at the respective rates, as follows:
-3-(Rev.)
DORSEY & WIUTNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-27/2"'/2 GBS & GBI (Ser 2002C)
Principal
Interest Rate
Principal
Interest Rate
Year
Amount
Per Annum
Year
Amount
Per Annum
2003
$1,405,000
2.50%
2007
$1,060,000
3.50%
2004
$1,300,000
3.00%
2008
$ 450,000
3.50%
2005
$1,265,000
3.00%
2009
$ — 435,000
3.50%
2006
$1,240,000
3.50%
2010
$ 425,000
3.50%
are hereby awarded and authorized to be issued to the said bidder in the aggregate principal
amount of $7,580,000 at a price of $7,786,315.40, together with accrued interest.
Section 2. The form of agreement of sale of the Series 2002C 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 Series 2002C 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 2002C Bonds and may be hereinafter referred to as the "Bond Registrar" or the "Paying
Agent".
All of the interest on the Series 2002C 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 2002C Bonds shall be made to the registered owners appearing on the Series 2002C 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 2002C 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 2002C 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 2002C Bonds.
The Series 2002C 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 2002C Bonds without interest coupons. In case any officer whose signature or
the facsimile of whose signature appears on the Series 2002C Bonds shall cease to be such
officer before the delivery of the Series 2002C 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.
4-(Rev.)
DORSEY & WHHNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-27/2"d 1/2 GBS & GBI (Ser 2002C)
The Series 2002C 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 2002C Bond shall be transferable only
upon the registration books of the City upon presentation to the Bond Registrar, together with
either a written instrument of transfer satisfactory to the Bond Registrar or the assignment form
thereon completed and duly executed by the registered owner or the duly authorized attorney for
such registered owner.
The record and identity of the owners of the Series 2002C Bonds shall be kept
confidential as provided by Section 22.7 of the Code of Iowa.
The Series 2002C 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 Series 2002C Bonds
shall be issued initially as Depository Bonds, with one fully registered Series 2002C 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 2002C 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 2002C Bonds or the City determines not to continue the book -entry system for
recording ownership interests in the Series 2002C 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 2002C Bonds.
Ownership interest in the Series 2002C Bonds may be purchased by or through
Participants. Such Participants and the persons for whom they acquire interests in the Series
2002C Bonds as nominees will not receive certificated Series 2002C 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 2002C 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 2002C 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.
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/ I 419370-27/2d '/2 G13S & GBI (Ser 2002C)
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 2002C 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 2002C 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 2002C
Bonds acquired. Transfers of ownership interests in the Series 2002C 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 2002C 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 Series 2002C Bonds shall be substantially as follows:
-6-
DORSEY & WfMEY LLP, ATTORNEYS, DES MOINES, IOWA
Arnes/419370-27/2'd 1/. GBS & GBI (Ser 2002C)
(Form of Series 2002C Bond)
UNITED STATES OF AMERICA
STATE OF IOWA COUNTY OF STORY
CITY OF AMES
GENERAL OBLIGATION REFUNDING BOND,
SERIES 2002C
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
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. 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 2002C 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,
approved and recorded for the purpose of paying costs of advance refunding the City's
outstanding $660,000 General Obligation Corporate Purpose Bonds, Series 1994B, dated
October 1, 1994, the City's outstanding $5,030,000 General Obligation Corporate Purpose
Bonds, Series 1995A, dated May 1, 1995, and the City's outstanding $1,750,000 General
Obligation Corporate Purpose Bonds, Series 1995B, dated October 1, 1995.
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
-7-
DORSEY & WHrFNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-27/2'd V� GBS & GBI (SeT 2002C)
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 October 15, 2002.
Attest:
(DO NOT SIGNI
City Clerk
(Facsimile Seal)
CITY OF AMES, IOWA
By DO NOT SIGN
Mayor
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DORSEY & WHITNEY LLp, ATTORNEYS, DES MOINES, IOWA
Ames/419370-27/2'd % GBS & GBI (Ser 2002C)
(On each Series 2002C 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 2002C Bonds described in the within -mentioned
resolution.
(DO NOT SIGN)
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
TEN ENT - as tenants by the
entireties
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common
UTMA
(Cost)
As Custodian for
I
under Uniform Transfers to Minors Act
Additional abbreviations may also be used though not in the list above.
-9-
DORSEY & WIUTNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-27/'2'd V� GBS & GBI (Ser 2002C)
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 LLP, ATTORNEYS, DES MOINES, IOWA
Amesj419370-27/2'd �/� GBS & GBI (Ser 2002C)
Section 6. The Series 2002C 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 2002C 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 Refunded Bonds are hereby called for prepayment on the Redemption Date, and the
Escrow Agent is hereby authorized and directed to give Notice of Bond Redemption to each of
the owners of the Refunded Bonds at the addresses shown on the City's registration books and
pursuant to the terms of the Refunded Bond Resolutions and the Escrow Agreement.
Simultaneously with the delivery of the Series 2002C 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 Refunded Bonds, as the same becomes
due, to and including June 1, 2003, and to prepay the principal of the Refunded Bonds as of such
date.
The remaining proceeds of the Series 2002C Bonds, excluding accrued interest, in an
amount set forth in the Escrow Agreement, shall be applied to pay issuance expenses. Any
amount received as accrued interest on the Series 2002C 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 Series 2002C 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
Series 2002C 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 2002C Bonds or any of them are outstanding, a tax sufficient for that
purpose, and in furtherance of this provision, but not in limitation thereof, there be and there is
hereby levied on all the taxable property in the City the following direct annual tax for collection
in each of the following fiscal years, to -wit:
For collection in the fiscal year beginning July 1, 2003,
sufficient to produce the net annual sum of $1,503,300;
For collection in the fiscal year beginning July 1, 2004,
sufficient to produce the net annual sum of $1,429,300;
-I I -(Rev)
DORSEY & W11ITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-27/2"d V2 GBS & GBI (Ser 2002C)
For collection in the fiscal year beginning July 1, 2005,
sufficient to produce the net annual sum of $1,366,350;
For collection in the fiscal year beginning July 1, 2006,
sufficient to produce the net annual sum of $1,142 950;
For collection in the fiscal year beginning July 1, 2007,
sufficient to produce the net annual sum of $495,850;
For collection in the fiscal year beginning July 1, 2008,
sufficient to produce the net annual sum of $465,100;
For collection in the fiscal year beginning July 1, 2009,
sufficient to produce the net annual sum of $439,875.
The amount necessary to pay the principal of and interest on the Series 2002C Bonds to
and including June 1, 2003, in the amount of $ ' 1,554,678, shall be paid from the taxes previously
levied pursuant to the Refunded Bond Resolutions for collection in the fiscal year which began
July 1, 2002. Those portions of the Refunded Bond Resolution which provide for the levy of
taxes for collection in fiscal years beginning on and after June 1, 2003, 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 Series 2002C Bonds hereby authorized and for no other purpose
whatsoever. Any amount received by the City as accrued interest on the Series 2002C Bonds
shall be deposited into such special account and used to pay interest due on the Series 2002C
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.
Section 11. It is the intention of the City that interest on the Series 2002C 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 2002C Bonds will remain
excluded from gross income for federal income tax purposes. Any and all of the officers of the
-12-(Rev.)
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-27t2'd V2 GBS & G131 (Ser 2002C)
City are hereby authorized and directed to take any and all actions as may be necessary to
comply with the covenants herein contained.
Section 12. Continuing Disclosure.
(a) Purpose and Beneficiaries. To provide for the public availability of certain
information relating to the Series 2002C Bonds and the security therefor and to permit the
original purchaser and other participating underwriters in the primary offering of the Series
2002C 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 2002C 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 2002C Bonds. The City is the only
"obligated person" with respect to the Series 2002C 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 Series 2002C 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 2002C Bonds or
under any other provision of this resolution.
As used in this section, "Owner" or "Bondowner" means, with respect to a Series 2002C
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 2002C 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 2002C Bond
(including persons or entities holding Series 2002C Bonds through nominees, depositories or
other intermediaries), or (b) is treated as the owner of the Series 2002C 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"):
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DORSEY & WIUMEY LLP, ATTORNEYS, DES MOMES, IOWA
Ames/419370-27/2"d 1/2 GBS & GBI (Ser 2002C)
(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:
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
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DORSEY & WRTNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-27/2od 1/2 GBS & GBI (Ser 2002C)
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):
(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
status of the security;
(G) Modifications to rights of security holders;
(H) Series 2002C Bond calls;
(1) Defeasances;
the tax-exempt
(J) Release, substitution, or sale of property
repayment of the securities; and
(K) Rating changes.
securing
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 2002C 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 2002C Bond within the meaning of applicable federal securities laws,
as interpreted at the time of discovery of the occurrence of the event.
-15-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-27/2"' '/2 GBS & GBI (Ser 2002C)
(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;
(13) 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 Series 2002C 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) Tenn; Amendments; Interpretation.
(1) The covenants of the City in this section shall remain in effect until
all of the Series 2002C 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
-16-
DORSEY & WTUTNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-27/2'd '/i GBS & GBI (Ser 2002C)
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 2002C Bonds or securities firms recommending the Series 2002C Bonds to
prospective purchasers while the Series 2002C 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 2002C 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 Series 2002C 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 13. 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 & WIIITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Arnes/419370-27/2'd '/� GBS & GBI (Ser 2002C)
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 sale
and issuance of General Obligation Refunding Bonds, Series 2002C, 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.
WITNESS MY HAND and the seal of the City hereto affixed this 24th day of
September ---- 112002.
City Clerk
(Seal)
(Please attach a copy of the bid of the successful bidder.)
-18-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
TO: City of Ames Council Members and Administration
FROM: David Dirks
EVENSEN DODGE, INC.
S U I 13 L'C"I': $7,825,000 General Obligation Refunding Bonds, Series 2002C
1,
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
$ NIC
Advest, Inc.
New York, NY
$630,144.87
Harris Trust & Savings Bank
Chicago, IL
$621,648.66
Hutchinson, Shockey, Erley & Co.
Chicago, IL
$626,178.60
RISC Dain Rauscher Inc.
Denver, ('10
$636,226.57
Wachovia Bank, N.A.
Charlotte, NC
$637,069.95
US Bancorp Piper Jaffray
Minneapolis, MN
$645,128.01
Morgan Stanley DW Inc.
Chicago, 11,
$649,106.45
WE lUXOMMEND AWARD TO.
(%) TIR
2.4477%
2.4493%
2.4 6 1 O'Vo
2.5033%
2.5060%
2.5397'Vo
2.5698%
Advest, Inc.
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.
100 Court Avenue, Suite 215
Des Moines, 1A 50309
515/282-6138
FAX 515/282-0252
S6p-24-2002 11:t5ain From-EVENSEN DODGE
6123713763 T-814 P 002/004 F-538
City of Ames, Iowa -
�',1,580,000 Gcncral 0blit8ation Qcfundity, ho" , &.ric,0002C Biddcrz Advc8L
Dl-,'13'1'SERVICE COMPARISON
Date
Total Ptl
Nct Ncw D/S
10115/2002
12101/2002
6/01/2003
1,554,677.92
1,554,677.92
12/0V2003
101'65().0()
10 1,6 50.00
6/01/2004
1,401,650.00
1,401,650.00
12J0I12004
82,150.()()
82.1 %00
6/01/2005
1,347,150-00
i_i47,150.00
12101/2005
63,175.00
63,175.00
6101 /2006
1,303,175.00
1,303,175.00
12/01n006
41,475,00
41,475.00
6101/2007
1,10I.475J)0
1,101,475.00
12101/2007
22,925.00
22,925.00
6/01/2008
472,925.00
472,925.00
I210V2 008
15,050.00
15,050.00
6/0112009
450,050,00
450,050.00
12/01/2009
7,437,50
7,437.50
6/01 t201 0
432,437.50
432,437.50
Total 8,397,402,92 8,397,402,92
PRESENT VAwE ANALYSIS SUMMARY (NIT TO NET)
Old Net D/S Savings
189,372.50
1,424,372.50
158,590.00
1,393,590-00
127,725m
1,362,725.00
96,50U0
1,331,500.00
64,837.50
1,134,837.50
37,537.50
517,537.50
24,937.50
499,937.50
12,46&75
487,469.75
8,863,937.50
189,37150
30,305.42)
56,940.00
(8,060.00)
45,575-00
15,575.00
33,325.00
2&,325.00
23,362.50
33,362.50
14,612.50
44,61150
9'ag7.50
49,887.50
5,031,25
55,031.25
466,534.58
LTOTAL
59,067,09
49,990,00
61,150.00
61,650.00
56,725.00
59,225.D(
59,775.m
60,062,50
Not I,V CaAjfj,,w Savittp @, 2,627%. (Al(') . ...... --- .......................................... 423,75342
NET PREsFN,c VALUE BENEFIT........................................... ............ ............ ...... $423,753.42
Nur PV BFNI'.Frr / $7.440.000 REFUNDU'D PRINCIPAL...—.— .................... -.- ...... ....... 5,696%
5,590%
NLwr PV BENFIFIT 1 1tVIIINDING, PRINCIPAL .............................
File= city of uneg.sf-2002 Botids FINAI-serk-s C (Refunding)
Prepared by Evmscn Dodge, Inc.9/2412002 11:39 AM
Page