HomeMy WebLinkAboutA018 - Letter to Dorsey & Whitney dated September 6, 2005 - Final Delivery CertificateCaring People 14
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September 6, 2005
Dorsey & Whitney LLP
801. Grand, Suite 3900
Des Moines, Iowa 50309
Attention Robert E. Josten
Clerk's Office
515 Clark Avenue, P. 0. Box 811
Ames, IA 50010
Phone: 515-239-5105
Fax: 515-239-5142
RE: Ames, Iowa
$5,495,000 General Obligation Corporate Purpose Bonds, Series 2005A
Your File No. 419370-33
Dear Bob:
Enclosed please find two fully executed originals of the Final Delivery Certificate covering the
above -named Bonds scheduled for closing on September 13. Also enclosed is In executed IRS
8038 form for your filing with the Internal Revenue Service.
Thank you for your assistance.
Sincerely,
Qs�
Diane R. Voss
City Clerk
/dry
Enclosures
Ames/4,19370-33/FDC & Ltr
FOR YOUR RECOhL�S
419370-33 FDC
We, the undersigned Mayor, City Clerk and City Treasurer, of the City of Ames, in Story
County, Iowa (the "City"), do hereby certify that we are now and were at the time of the
execution of the City's $5,495,000 General Obligation Corporate Purpose and Refunding Bonds,
Series 2005A (the "Series 2005A Bonds"), the officers respectively above indicated; and that in
pursuance of Chapter 384 of the Code of Iowa and a resolution adopted by the City Council on
August 23, 2005 (the "Resolution"), the Series 2005A Bonds have been heretofore lawfully
authorized and this day by us lawfully sold, issued and delivered to the original purchaser thereof
(the "Purchaser"), and the Purchaser has paid the City $5,506,080.90, receipt of which is hereby
acknowledged, which amount represents the principal amount of the Series 2005A Bonds
($5,495,000), plus accrued interest thereon ($-0-), plus premium ($11,080.90). The Series
2005A Bonds mature on June I in each of the years, in the respective principal amounts and bear
interest payable semiannually, commencing June 1, 2006, at the respective rates, as follows:
Principal
Interest Rate
Principal
Interest Rate
Year
Amount
Per Annurn
Year
Amount
Per Annum
2006
$645,000
3.50%
2012
$315,000
3.50%
2007
$725,000
3.50%
2013
$325,000
3.50%
2008
$730,000
3.50%
2014
$340,000
3.50%
2009
$725,000
3.50%
2015
$355,000
3.50%
2010
$290,000
3.50%
2016
$365,000
3.55%
2011
$300,000
3.50%
2017
$380,000
3.65%
Each of the Series 2005A Bonds has been executed with the facsimile signatures of the
aforesaid Mayor and City Clerk, with a facsimile of the official seal of the City imprinted
thereon; and the Series 2005A Bonds have been fully registered as to principal and interest in the
names of the owners on the registration books of the City maintained by the City Treasurer as the
Bond Registrar and Paying Agent.
We further certify that the Series 2005A Bonds are being issued by the City for the
purpose of paying the cost, to that extent, of the construction of street improvements and the
acquisition of fire equipment (together, the "Projects") and the refunding of the City's General
Obligation Corporate Purpose Bonds, Series 1997A, dated June 1, 1997 (the "Series 1997A
Bonds").
We further certify that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City, or the titles of the
aforesaid officers to their respective positions, or the validity of the Series 2005A Bonds, or the
power and duty of the City to provide and apply adequate taxes for the full and prompt payment
of the principal of and interest on the Series 2005A Bonds, and that none of the proceedings
incident to the authorization and issuance of the Series 2005A Bonds has been repealed or
rescinded.
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DORSEY & WHITNEY LIT, ATTORNEYS, DES MOINES, IOWA
Ames/419370-33/FDC & Ur
We further certify that no appeal of the decision of the City Council to issue the Series
2005A Bonds or to levy the aforesaid taxes has been taken to the district court.
We further certify that all meetings held in connection with the Series 2005A Bonds were
open to the public at a place reasonably accessible to the public and that notice was given at least
24 hours prior to the commencement of all meetings by advising the news media who requested
notice of the time, date, place and the tentative agenda and by posting such notice and agenda at
the City Hall or principal office of the City on a bulletin board or other prominent place which is
easily accessible to the public and is the place designated for the purpose of posting notices of
meetings.
We further certify as follows:
1. The Purchaser has advised the City that the reasonably expected reoffering price
of the Series 2005A Bonds to the public is $5,528,665.35 (the "Issue Price"), resulting in net
sales proceeds of $5,528,665.35 (the "Net Sales Proceeds").
2. The Net Sales Proceeds do not exceed the amounts necessary to pay costs of the
Projects and to refund the Series 1997A Bonds.
1 Of the Net Sales Proceeds, the original issue premium ($43,394.30), minus the
original issue discount ($9,728.95), minus the premium paid to the City ($11,080.90), represents
the net underwriter's discount of $22,584.45.
4. Of the remaining Net Sales Proceeds, $1,800,000 (the "Refunding Net Sales
Proceeds") will be applied to the redemption of the Series 1997A Bonds within 90 days from the
date hereof (the "90-day Temporary Period") and, until so applied, will be invested by the City
without restriction as to yield.
5. All of the proceeds of the Series 1997A Bonds have been expended for the
purposes for which they were issued, and not more than 50% of the proceeds of the Series 1997A
Bonds were invested in nonpurpose investments (as defined in Section 148(0(6)(A) of the
Internal Revenue Code of 1986, as amended (the "Code")) having a substantially guaranteed
yield for four years or more (e.g., a four-year guaranteed investment contract or a Treasury
Obligation that does not mature for four years).
6. Of the Net Sales Proceeds, $50,245.90 (excess proceeds) will be set aside and
deposited into the City's Debt Service Fund and used to pay interest on the Series 2005A Bonds
due on the first interest payment date.
7. The remaining Net Sales Proceeds, including investment earnings thereon (the
"Project Net Sales Proceeds"), will be invested by the City without restriction as to yield for a
period not to exceed three years from the date hereof (the "Three Year Temporary Period"), the
following three tests being reasonably expected to be satisfied by the City:
a. Time Test: The City has entered or, within six months of the date
hereof, will enter into binding contracts with third parties (e.g. engineers or
contractors) for the Projects:
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-33/FDC & Ltr
(i) which are not subject to contingencies directly or
indirectly within the City's control;
(ii) which provide for the payment by the City to such
third parties of an amount equal to at least 5% of the Project Net
Sales Proceeds;
b. Expenditure Test: At least 85% of Project Net Sales Proceeds will be
applied to the payment of the total costs of the Projects (the "Total Project Costs") within
the Three Year Temporary Period; and
C. Due Diligence Test: Acquisition and construction of the Projects to
completion and application of the Project Net Sales Proceeds to the payment of Total
Project Costs will proceed with due diligence.
8. The weighted average maturity of the Series 2005A Bonds does not exceed 120%
of the weighted average of (a) the reasonably expected economic life of the Projects; or (b) the
remaining reasonably expected economic life of the facilities originally financed by the Series
1997A Bonds.
9. The City Council has adopted resolutions declaring its official intent to acquire
and construct the Projects and finance the same with the Series 2005A Bonds (the "Intent
Resolutions"); none of the Total Project Costs to be paid for from the Net Sales Proceeds are for
expenditures made for a Project more than 60 days prior to the date of adoption of the Intent
Resolution with respect to that Project, except for (i) costs of issuance of the Series 2005A
Bonds; (ii) costs aggregating an amount not in excess of the lesser of $100,000 or 5% of the Net
Sales Proceeds; (iii) costs for preliminary expenditures (including architectural, engineering,
surveying, soil testing, and similar costs incurred prior to commencement of acquisition or
construction of the Projects, other than land acquisition, site preparation and similar costs) not in
excess of 20% of the Issue Price of the Series 2005A Bonds; the City will allocate Net Sales
Proceeds to reimbursement of such expenditures no later than 18 months after the later of (i) the
date any such expenditure was originally paid or (ii) the date the Project is placed in service, but
in no event more than 3 years after such expenditure was originally paid; and such allocations
will be made by the City in writing,
10. Not more than 50% of the Net Sales Proceeds will be invested in nonpurpose
investments (as defined in Section 148(f)(6)(A) of the Internal Revenue Code of 1986, as
amended (the "Code")) having a substantially guaranteed yield for four years or more (e.g., a
four-year guaranteed investment contract or a Treasury Obligation that does not mature for four
years).
11. The Series 2005A Bonds are payable from ad valorem taxes levied against all
taxable property within the City which will be collected in a Debt Service Fund and applied to
the payment of interest on the Series 2005A Bonds on each June I and December I and principal
of the Series 2005A Bonds on each June 1 (the 12-month period ending on each June I being
herein referred to as a "Bond Year"); the Debt Service Fund is used primarily to achieve a proper
matching of taxes with principal and interest payments within each Bond Year; the Debt Service
-3-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames/419370-33/FDC & Ltr
Fund will be depleted at least once each Bond Year except for a reasonable carryover amount not
to exceed the greater of (i) the earnings on the fund for the immediately preceding Bond Year; or
(ii) 1/12 of the principal and interest payments on the Series 2005A Bonds for the immediately
preceding Bond Year; amounts on deposit in the Debt Service Fund will be invested by the City
without restriction as to yield for a period of 13 months after their date of deposit.
12. To our best knowledge and belief, there are no facts, estimates or circumstances
which would materially change the foregoing conclusions.
On the basis of the foregoing, it is not expected that the Net Sales Proceeds will be used
in a manner that would cause the Series 2005A Bonds to be "arbitrage bonds" under Section 148
of the Code and the regulations prescribed under that section. The City has not been notified of
any listing or proposed listing of it by the Internal Revenue Service as a bond issuer whose
arbitrage certifications may not be relied upon.
We further certify that the City does not currently have outstanding tax exempt
obligations issued during the current year, including the Series 2005A Bonds, in excess of
$10,000,000, nor will the City issue additional tax exempt obligations during the current year
which, when added to the City's current tax exempt obligations issued during the current year,
including the Series 2005A Bonds, would be in excess of $10,000,000.
We further certify that due provision has been made for the collection of taxes sufficient
to pay the principal of and interest on the Series 2005A Bonds when due. All payments coming
due before the collection of any such taxes will be paid promptly when due from legally
available funds.
IN WITNESS WHEREOF, we have hereunto affixed our hands and the seal of the
aforementioned City, as of September 13, 2005.
CITY OF AMES, 10
2
Post -it' Fax Nol.e 7671 a�e
m.
pag(.1S,
City Clerk
Co./Dept, CoC _
F11 tone if t,
... . . .... .
City Treasurer
(Seal)
-4-
DORSEY & WHITNEY LLP, AII-ORNEYS, DES MOMES, IOWA
419370-33 (GO CP & Refdg Bonds, Ser 2005A)
Form 8038-G Information Return for Tax -Exempt Governmental Obligations
(Rev. November 2000) 10- Under Internal Revenue Code section 149(e) OMB No. 1545-0720
I'* See separate Instructions.
Department of the Treasury
Internal ue service Caution: If the issue price is under $100,000, use Form 8038-GC.
ReDortino Authoritv
If Amended Return. check here ► I I
1
Issuer's name
2 Issuer's employer identification number
City of Ames
42: 6004218
3
Number and street (or P.O. box if mail is not delivered to street address)
Room/suite
4 Report number
515 Clark Avenue
2005-1
5
City, town, or post office, state, and ZIP code
6 Date of issue
Ames, Iowa 50010
09/13/05
7
Name of issue
8 CUSIP number
General Obligation Corporate Purpose and Refunding Bonds, Series 2005A
030807 ZS 3
9
Name and title of officer or legal representative whom the IRS may call for more information
10 Telephone number of officer or legal representative
Dorsey & Whitney LLP, Des Moines, Iowa Bond Counsel
( 515 ) 283-1000
111:p id.11 Type or issue (cneCK a0ailicable box(es) and enter the issue once) See instructions and attach schedule
11
12
13
14
15
16
17
18
19
20
D Education . . . . . . . . . .
1:1 Health and hospital . . . . . . . . . . . . . . . . . . .
El Transportation . . . . .
0 Public safety, . . . . . . .
El Environment (including sewage nds) . . . . . . . . . . . . . . .
n Housing . . . . . . . . . . . . . . . . .
El Utilities . . . . . . .
lip, street improvers 2n; �k ing . . .
W Other. Describe �1*pM-eqnit; refunding
If obligations are TANS or RA V40114 rp, BANS, check box 10- El
If obligations are in the form of a lease or installment sale, the Vl�d El
11
12
13
14
is
16
17
18
5,528,665
M"M-
TM Description of Obligations. Complete for the entire issue ' I is form is beinq filed.
(a) Final maturity date
(b) Issue price
I
(c) Stated redemption
price at maturity
d) Weighted
average maturity
(e) Yield
21
06/01/17
1 $ —5,528,665
$ 5,495,000
5.2306 years
3.3930 %
12.
M Uses of Proceeds of Bond Issue (including underwriters' discount)
22
23
Proceeds used for accrued interest . . . . . . . . . . . . . . . . . .
Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . . .
.
.
22
-0-
23
5,528,665—
24 Proceeds used for bond issuance costs (including underwriters' discount) . 24
56,419
25
Proceeds used for credit enhancement . . . . . . . . . . . . 25
26
Proceeds allocated to reasonably required reserve or replacement fund . . 26
27
Proceeds used to currently refund prior issues . . . . . . . . . 27
1,800,000
28
Proceeds used to advance refund prior issues . . . . . . . . . 28
29
Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . .
. . .
209
1,859,419
1 30
1 3,669,246
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . .
MM
Description of Refunded Bonds (Complete this part only for refunding
bonds.)
31
Enter the remaining weighted average maturity of the bonds to be currently refunded .
, , 10, 2.2059 years
32
Enter the remaining weighted average maturity of the bonds to be advance refunded .
. . 1111. years
33
Enter the last date on which the refunded bonds will be called . . . . . . . . .
* , 10. 09130/05
34
Enter the dates) the refunded bonds were issued 0-
06/24/97
17M
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) . , 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions; 36a
b Enter the final maturity date of the guaranteed investment contract 1111�
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units C37a
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box 00, El and enter the name of the
issuer Illp- and the date of the issue 111,-
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(Ill) (small issuer exception), check box 010
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box 0,, F-1
40 If the issuer has identified a hedge, check box . . . . . . . . . . . . . . . . . . . 01 El
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete.
Sign
Here 09/13/05 Diane R. Voss, City Clerk
'L 44_(
Signature of issuer's authorized representative Date Type or print name and title
For Paperwork Reduction Act Notice, see page 2 of the Instructions.
Cat. No. 63773S Form 8038-G (Rev. 11-2000)
Harrison, Jeane" To "Diane R Voss" <DVoss@city.ames.ia.us>
<Harrison.Jeane@dorsey.co
M> cc
09/09/2005 12:01 PM bcc
Subject RE: $5,495,000 General Obligation Corporate Purpose and
Refunding Bonds, Series 2005A
Thx, Diane. I was hoping we would get the certificate and report in the mail
today, but we didn't. Could you fax the signature page of the certificate and
the IRS form to me (515-283-1060) ? /
Thx ! �✓"�7
P. S. You sent a note asking why the Continuing Disclosure Certificate was
dated 09/13/05. It, like the Final Delivery Certificate, is dated as of
closing.
Jeane.
----- Original message -----
From: Diane R Voss [mailto.-DVossCacity.ames.ia.us]
Sent: Friday, September 09, 2005 11:25 AM
To: Harrison, Jeane
Subject: Re: $5,495,000 General Obligation Corporate Purpose and
Refunding Bonds, Series 2005A
Jeane:
I sent the Final Delivery Certificate and 8038 back to Dorsey & Whitney
yesterday. The bonds were Fed ExId to The Depository Trust yesterday as
well.
Diane Voss, City Clerk
P. O. Box 81.1.
Ames, Iowa 50010
(515) 239-5105