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HomeMy WebLinkAboutA012 - Proceedings from September 28, 2004 meetingCaring People 1M o-lity ProgramsI Exceptional Se -ice September 29, 2004 Dorsey & Whitney LLP 801 Grand, Suite 3900 Des Moines, Iowa 50309 Attention Robert E. Josten City Clerk's Office 515 Clark Avenue, P. 0. Box 811 Ames, [A 50010 Phone: 515-239-5105 Fax: 515-239-5142 RE: Ames, Iowa $6,030,000 General Obligation Corporate Purpose Bonds, Series 2004 Your File No. 419370-32 Dear Bob: Enclosed please find the proceedings from our September 28, 2004, meeting wherein the Council adopted Resolution No. 04-442 providing for the sale and issuance of the General Obligation Corporate Purpose Bonds, Series 2004. I have certified the Resolution to the County Auditor and will forward the Certificate verifying the filing of same as soon as possible. Thank you for your assistance, Sincerely, Q\-\ Diane R. Voss City Clerk /dry Enclosure L7 Ames/419370-32/20' 1/, GBS/GBI rJewe PAWrn . W14 EY DORSEY &WH ATTORNEYS AeSao sol Grand, Suit Des Moines, iowa 50309 419370-32 MINUTES TO SELL AND ISSUE GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES 2004 419370-32 (2 ,d V2Sale & Issuance) Ames, Iowa September 28, 2004 The City Council of the City of Ames, Iowa, met on September 28, 2004, at 7:00 o'clock p.m., at the Council Chambers, City Hall, Ames, Iowa. The meeting was called to order by the Mayor, and the roll was called showing the following Council Members present and absent: sqnmam Absent: None This being the time and place fixed by the Council for the consideration of bids for the purchase of the $6,030,000 General Obligation Corporate Purpose Bonds, Series 2004, the Mayor announced that bids had been received and canvassed on behalf of the City at the time and place fixed therefor. Whereupon, such bids were placed on file, 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) 4- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/419370-32/2nd 1/2 GBS/GBI After due consideration and discussion, Council Member Cross introduced the resolution next hereinafter set out and moved its adoption, seconded by Council Member — Wirth . The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted: Ayes: Cross, Goodhue, Goodman, Mahayni, Vegge, Wirth Nays: None Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out. At the conclusion of the meeting, and upon motion an vote, t , Council adjourned. 'Mayor Attest: City Clerk -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Xmes/41 070-32/2"' 1/, GBS/(;Bl RESOLUTION NO. 04-442 Resolution providing for the sale and issuance of $6,030,000 General Obligation Corporate Purpose Bonds, Series 2004, and providing for the levy of taxes to pay the same WHEREAS, on June 26, 2001, the City of Ames, in the County of Story, State of Iowa (hereinafter referred to as the "City"), held a special City election to vote on the question of issuing general obligation corporate purpose bonds in a principal amount not exceeding $4,970,000 (the "Authorized Issue"), to provide funds to pay costs of the acquisition, construction, improvement and equipping of parks and recreation grounds and the developing of a watershed protection area necessary and useful for the health and welfare of its citizens, including the acquisition of real estate therefor, on and adjacent to the area known as "Halletts Quarry" (the "Parks and Recreation Project"), at which election the proposition was adopted by a vote in favor equal to at least 60% of the total votes cast for and against the proposition; and WHEREAS, under date of May 1, 2002, the City issued $3,475,000 General Obligation Corporate Purpose Bonds, Series 2002A, of the Authorized Issue, and under date of September 1, 2003, the City included an additional $1,425,000 of the Authorized Issue in. its General Obligation Corporate Purpose Bonds, Series 2003; and WHEREAS, pursuant to the provisions of Division III of Chapter 384 of the Code of Iowa, notice duly published and hearing held thereon, the City determined to issue its General Obligation Corporate Purpose Bonds (the "Essential Corporate Purpose Bonds") in the amount of $5,960,000 for the purpose of paying the cost, to that extent, of the construction of various street and storm sewer improvements; bridge rehabilitation; and the acquisition of equipment for the fire department; and WHEREAS, pursuant to Section 384.28 of the Code of Iowa, the City thereafter combined the Essential Corporate Purpose Bonds and the remaining $70,000 of the Authorized Issue to pay the cost, to that extent, of carrying out its Ada Hayden Heritage Park project as part of the Parks and Recreation Project, and determined to issue a single issue of $6,030,000 General Obligation Corporate Purpose Bonds, Series 2004 (hereinafter referred to as the "Bonds"); 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, upon final consideration of all bids received for the purchase of the Bonds, the bid of RBC Dain Rauscher Inc., St. Petersburg, Florida, 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 is hereby accepted, and the Bonds are hereby awarded to the aforesaid bidder (the "Purchaser") at the price specified in such bid, together with accrued interest. -3-(Rev.) DORSEY & WHITNEY UP, ATTORNEYS, DES MOINES, IOWA Ames/419370-32/2 ud '/2 GBS/GB I Section 2. The forth of agreement of sale (the "Sale Agreement") of the Bonds to the Purchaser is hereby approved, and the Mayor and City Clerk are hereby authorized to execute the Sale Agreement for and on behalf of the City. Section 3. Pursuant to the provisions of Division III of Chapter 384 of the Code of Iowa, the Bonds, maturing oil June I in each of the years, in the respective principal amounts and bear interest at the respective rates, as follows: Principal Interest Rate Principal interest Rate Year Amount Per Arinurn Year Amount Per Annuin 2005 $600,000 2.750% 2010 $595,000 3.250% 2006 $535,000 2.750% 2011 $620,000 3.250% 2007 $545,000 2,750% 2012 $640,000 3.250% 2008 $560,000 2.750% 2013 $665,000 3.250% 2009 $580,000 2.750% 2014 $690,000 3.250% are hereby authorized to be sold and issued to the Purchaser at the price specified in such bid, together with accrued interest. Section 4. The Bonds shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be dated October 15, 2004, and shall mature and bear interest as set forth in Section 3 hereof. The City Treasurer is hereby designated as the Bond Registrar and Paying Agent for the Bonds and may be hereinafter referred to as the "Bond Registrar" or the "Paying Agent". The City reserves the right to call and redeem part or all of the Bonds maturing in each of the years 2013 and 2014 prior to and in any order of maturity on June 1, 2012, or oil any date thereafter upon terns of par and accrued interest. If less than all of the Bonds of any like maturity are to be redeemed, the particular part of those Bonds to be redeemed shall be selected by lot. The Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Bond in a denomination of more than $5,000 is to be redeemed, the Bond Registrar will issue and deliver to the registered owner thereof, upon surrender of such original Bond, a new Bond or Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Bond. Notice of such redemption as aforesaid identifying the Bond or Bonds (or portion thereof) to be redeemed shall be mailed by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 nor more than 60 days prior to such redemption date. All of such Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. All of the interest on the Bonds shall be payable semiannually on the first day of June and December in each year, commencing June 1, 2005. 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 -4-(Rev.) DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Aines/419370-32/2"' 1/� GBS/GBI 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 oil the Bonds. The Bonds shall be executed on behalf of the City with the official manual or facsimile signature of the Mayor and attested with the official manual or facsimile signature of the City Clerk and shall have the City's sea] 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 assigillnent forin thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The record and identity of the owners of the Bonds shall be kept confidential as provided by Section 22.7 of the Code of Iowa. The Bonds shall not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the Bond Registrar. Notwithstanding anything above to the contrary, the Bonds shall be issued initially as Depository Bonds, with one fully registered Bond for each maturity date, in principal amounts equal to the amount of principal maturing on each such date, and registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). On original issue, the Bonds shall be deposited with DTC for the purpose of maintaining a book -entry system for recording the ownership interests of its participants and the transfer of those interests among its participants (the "Participants"). In the event that DTC determines not to continue to act as securities depository for the Bonds or the City determines not to continue the book -entry system for recording ownership interests 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 -5-(Rev.) DORSEY & WHITNEY UP, ATTORNEYS, DES MOINES, IOWA Aines/419370-32/2"' '/� GBS/GBI 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 thTOUgh Participants. Such Participants and the persons for whom they acquire interests in the Bonds as nominees will not receive certificated Bonds, but each such Participant will receive a credit balance in the records of DTC in the amount of such Participant's interest in the Bonds, which will be confirined 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 cornm uni cations 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: -(-(Rev.) DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Aiiies/419370-32/2"' '/,, GBS/GI31 (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF STORY CITY OF AMES GENERAL OBLIGATION CORPORATE PURPOSE BOND, SERIES 2004 No. $— RATE MATURITY DATE BOND DATE CUSIP October 15, 2004 030807 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 I and December I of each year, commencing June 1, 2005, 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 General Obligation Corporate Purpose Bonds, Series 2004 (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, 2003, and all -7-(Rev.) DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Arnes/41 9370-32/21,4 13S/(, 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 a portion of the cost of constructing various street and storni sewer improvements; bridge rehabilitation; acquiring equipment for the fire department; and carrying out the City's Ada Hayden Heritage Park project as part of its Parks and Recreation Project. The City reserves the right to call and redeem part or all of the Bonds maturing in each of the years 2013 and 2014 prior to and in any order of maturity on June 1, 2012, or on any date thereafter upon terms of par and accrued interest. If less than all of the Bonds of any like maturity are to be redeemed, the particular part of those Bonds to be redeemed shall be selected by lot. The Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Bond in a denomination of more than $5,000 is to be redeemed, the Bond Registrar will issue and deliver to the registered owner thereof, upon surrender of such original Bond, a new Bond or Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Bond. Notice of such redemption as aforesaid identifying the Bond or Bonds (or portion thereof) to be redeemed shall be mailed by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 nor more than 60 days prior to such redemption date. All of such Bonds as to which the City reserves and exercises the right of redemption and as to which, notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. This Bond is fully negotiable but shall be hilly 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. -8-(Rev.) DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/419370-32/2 Ild %GBS/GBI 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 sea], 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, 2004. CITY OF AMES, IOWA By (DO NOT SIGN) Mayor Attest: (DO NOT SIGN) City Clerk (Facsimile Seal) (On each Bond there shall be a registration dateline and a Certificate of Authentication of the Bond Registrar in the following form:) Registration Date: (Registration BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within -mentioned Resolution. (DO NOT SIGN) City Treasurer, Ames, Iowa Bond Registrar 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 (Cust) As Custodian for (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. -9-(Rev.) DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/419370-32/2"d '/2 GBS/GI31 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 SECIJRITY 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, - I 0-(Rev.) DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/41 9370-32/2"' '/., GiBS/GBI 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, upon receipt of the purchase price thereof, together 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. 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 (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, 2004), to -wit: For collection in the fiscal year beginning July 1, 2005, sufficient to produce the net annual sum of $700,375; For collection in the fiscal year beginning July 1, 2006, sufficient to produce the net annual sum of $695,663; For collection in the fiscal year beginning July 1, 2007, sufficient to produce the net annual sum of $695,675; For collection in the fiscal year beginning July 1, 2008, sufficient to produce the net annual sum of $700,275; For collection in the fiscal year beginning July 1, 2009, sufficient to produce the net annual sum of $699,325; For collection in the fiscal year beginning July 1, 2010, sufficient to produce the net annual sum of $704,988; For collection in the fiscal year beginning July 1, 2011, sufficient to produce the net annual sum of $704,838; For collection in the fiscal year beginning July 1, 2012, sufficient to produce the net annual sum of $709,038; For collection in the fiscal year beginning July 1, 2013, sufficient to produce the net annual sum of $712,425. Section 8, 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 -I I -(Rev.) DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Anies/419370-32/2"' '/,, G13S/GBI 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 9. The interest or principal and both of them falling due in any year or years shall, if necessary, be paid promptly from current fluids 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 10. 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 oil 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 11. 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 pen -nit 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 all 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. -12-(Rev.) DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Anics/41 9370-32/2" % G13S/G131 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 (j) 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 which ended June 30, 2004, 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: General Obligation Debt by Issue Overlapping Debt - 13 -(Rev.) DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA AnPes/419370-32/2 Ild 1/2 GBS/GB I Debt Limit Computation Combining Statement of Revenues, Expenditures of the General Fund General Fund Budgets 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 InfornTation 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 inforination 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; - 14-(Rev.) DORSEY & WHITNEY LLP, ATTORNEYS, DES MINES, IOWA Ames/4 19370-32/2 Ild 1/2 G13S/G131 (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; (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 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. (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; - 15 -(Rev.) DORSEY & WHITNEY UP, ATTORNEYS, DES MOINES, IOWA AQies/419370-32/2"' '/�GBS/GBI (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 inay 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 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 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 1.934, 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 - I 6-(Rev.) DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/419370-32/2-d 1/2 GBS/GBI 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 12. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved September 28, 2004. Attest: City Clerk Mayor -17- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Arnes/419370-32/2" Vi GBS/GBI STATE OF IOWA COUNTY OF STORY SS: CITY OF AMES 1, the undersigned, City Clerk of the aforementioned City, do hereby certify that attached hereto is a true and correct copy of the proceedings of the City Council of the City relating to the issuance of $6,030,000 General Obligation Corporate Purpose Bonds, Series 2004, 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 and issuance 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 28th day of September ---- ,2004. City Clerk (Seal) (Attach here a copy of the bid of the successful bidder.) -18- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA nm City of Ames, Iowa $6,030,000 General Obligation Corporate Purpose Bonds, Series 2004 September 28, 2004 0 TO: City of Ames Council Members and Administration FROM: David Dirks PUBLIC FINANCIAL, MANAGEMENT, INC. SUBJECT: $6,030,000 General Obligation Corporate Purpose Bonds, Series 2004 Today, September 28, 2004, 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. BIDDERS ADDRESS (%) TI RBC Dam Rauscher Corporation St. Petersburg, FL 2.9951% Legg Mason Wood Walker Minneapolis, MN 2.9979% Harris Trust & Savings Bank Chicago, IL 3.0304% Morgan Keegan & Company Memphis, TN 3.0317% J.P. Morgan Securities, Inc. Chicago, IL 3.0440% Citigroup Global Markets Chicago, IL 3.0627% Duncan -Williams Memphis, TN 3.0730% Piper Jaffray, Inc. Kansas City, MO 3.0793% UMB Bank, N.A. Kansas City, MO 3.0830% Robert W. Baird & Co. Inc. Milwaukee, WI 3.1002% WE RECOMMEND AWARD TO: RBC Dain Rauscher Corporation 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. 2600 Grand Avenue, Suite 214 Des Moines, IA 50312 (515) 243-2600 (515) 243-6994 (FAX)