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HomeMy WebLinkAboutA015 - Letter to Dorsey & Whitney dated October 24, 2007 - proceedings from October 23Crating People I Q-fity P-g— Eweptiowl Service October 24, 2007 Dorsey & Whitney LLP 801 Grand, Suite 3900 Des Moines, Iowa 50309 Attention Robert E. Josten 515 Clark Avenue, 11. 0. Box 811 An-ics, IA 50010 Phone: 515-239-5105 Fax: 515-239-5142 RE: Ames, Iowa $9,630,000 General Obligation Corporate Purpose Bonds, Series 2007A Your File No. 419370-35 Dear Bob: Enclosed please find the proceedings from our October 23, 2007, meeting wherein the Council adopted Resolution No. 07-488 providing for the sale and issuance of the above -referenced Bonds. Two executed copies of the Continuing Disclosure Certificate are also enclosed. 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, Diane R. Voss City Clerk /dry Enclosures Ames/419370235/2" 1/� GBS/GBI Please Return To- DORSEY & WHITNEY ATTORi\!EYE [,7 801 4 A r C11, Des Moines, to-a 419370-35 MINUTES FOR SALE AND ISSUANCE OF BONDS Ames, Iowa October 23, 2007 The City Council of the City of Allies Iowa, met on October 23, 2007, at 7:00 o'clock p.m. at the Council Chambers, City Hall, Ames, Iowa, 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 $9,630,000 General Obligation Corporate Purpose Bonds, Series 2007A, 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: Doll,. Goodman, Larson, Mallayni, Popken, Rice 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 & WHITNEY LIT, ATTORNEYS, DES MOINES, IOWA TABULATION OF BIDS City of Ames, Iowa $9,630,000 General Obligation Corporate Purpose Bonds, Series 2007A AWARD: PIPER JAFFRAY & CO. RATING: Moody's Investors Set -vice 'Aaa' SALE DATE: Tuesday, October 23, 2007 COUPON NET INTEREST COST NAME OF BIDDER RATE YEAR &TRUE INTEREST" RATE PRICE PIPER JAFFRAY & CO. Kansas City, Missouri MORGAN KEEGAN & CO., INC. Memphis, Tennessee J.P. MORGAN SECURITIES INC. New York, New York STWEL, NICOLAUS & CO., INC. Minneapolis, Minnesota FIRST TRUST PORTFOLIOS Chicago, Illinois SunTrust Capital Markets Stephens, Inc. GRIFFIN, KUBIK, STEPHENS & THOMPSON, INC. Chicago, Illinois 3.75% 2008-2019 3.75% 2008-2019 3.75% 2008-2019 3.70% 2008-2016 3.75% 2017-2018 3.80% 2019 3.75% 2008-2019 3.75% 2008-2019 $2,428,788.35 3.6709% $2,441,405A0 3.6932% $2,441,494.55 3.6934% $2,443,092.48 3.6976% $2,447,633.30 3.7043% $2,458,628.50 3.7238% $9,674,242.90 $9,661,625.85 $9,661,536.70 $9,649,103.56 $9,655,397.95 $9,644,40175 $9,630,000 General Obligation Corporate Purpose Bonds, Series 2007A City of Arnes, loA/a Tuesday, October 23, 2007 Page 2 COUPON NEI' INTEREST' COST NAME OF BIDDER RATE YEAR & TRUE INTEREST RATE PRICE UMB BANK, n.a. 3.40% 2008-2009 $2,455,571.50 $9,578,961.00 Kansas City, Missouri 3.45% 2010-2011 3.50% 2012 3.73 1 9'Xo 3.55% 2013 3.60'Yo 2014 3.65% 2015-2016 3.70% 2017-2018 3.75% 2019 COMMERCE CAPITAI, MARKETS 3.75% 2008-2019 $2,472,488.80 $9,630,542.45 New York, New York 3.7484% HARRIS, N.A. 3.50% 2008-2010 $2,502,210.48 $9,750,316.60 Chicago, Illinois 4.00% 2011-2019 WELLS FARGO BROKERAGE 3.7591% SERVICES, LLC Minneapolis, Minnesota FTN FINANCIAL CAPITAL MARKETS Memphis, Tennessee ROBERTW. BAIRD & CO. INC. 3.75% 2008-2010 $2,509,222.65 $9,755,608.60 Madison, Wisconsin 4.00% 2011-2019 Ross, Sinclaire & Associates, Inc. 3.7704% National City Bank Arnes/419370-35/2" % G13S/CBI Council Member Larson introduced the resolution hereinafter next set out and moved that the resolution be adopted, seconded by Council Member Popken . After due consideration, the Mayor put the question on the motion and the roll being called, the following named Council Members voted: Ayes: Doll, Goodman, Larson, Mahayni, Popken, Rice Nays: None Whereupon, the Mayor declared the resolution duly adopted, as hereinafter set out. At the conclusion of the meeting and, upon motion and vote, the Council adjourned. Attest: City Clerk Mayor -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ame.s/419370-35/2" 1/, GLIs/G131 RESOLUTION NO. 077488 Resolution providing for the sale and issuance of $9,630,000 General Obligation Corporate Purpose Bonds, Series 2007A, and providing for the levy of taxes to pay the same WHEREAS, the City Council of the City of Ames, Iowa (the "City"), has heretofore determined to issue $9,630,000 General Obligation Corporate Purpose Bonds, Series 2007A, For the purpose of constructing various street, water and bridge improvements arid acquiring, designing, constructing, and equipping an outdoor aquatic center; and WHEREAS, pursuant to Notice of Sale of the Bonds heretofore given in strict compliance with the provisions of Chapter 75 of the Code of Iowa, sealed bids for the purchase of the Bonds were received and canvassed on behalf of the City at the time and place fixed therefor and the substance of such sealed bids noted in the minutes; and WHEREAS, upon final consideration of all bids received for the purchase of the Bonds, the bid of Piper Jaft'ray & CO, Kansas City, MO is the best, Such bid proposing the lowest interest cost to the City; NOW, THEREFORE, Be It Resolved by the City Council of the City of Ames, as follows: Section 1. The bid referred to in the preamble hereof is hereby accepted, and the Bonds, maturing on June I in each of the years, in the respective principal amounts and bearing interest at the respective rates, as follows: Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 2008 $245,000 3.75% 2014 $ 840,000 3.75% 2009 $685,000 3.75% 2015 $ 880,000 3.75% 2010 $715,000 3.75% 2016 $ 920,000 3.75% 2011 $745,000 3.75% 2017 $ 960,000 3.75% 2012 $775,000 3.75% 2018 $1,005,000 3.75% 2013 $805,000 3.75% 2019 $1,055,000 3.75% are hereby awarded and authorized to be issued to the aforesaid bidder (hereinafter referred to as the "Purchaser") at the price specified in the Purchaser's bid (hereinafter referred to as the "Sale Agreement"), together with accrued interest. Section 2. The Mayor and City Clerk are hereby authorized to accept and execute the Sale Agreement on behalf of the City and to affix the City sea] thereto, and the Sale Agreement is hereby approved. -3- DORSEY he WHITNEY LIT, ATTORNFYS, DES MOINES, IOWA A mes/419376-35/2"' '/, GBS/( i 131 Section 3. The Bonds shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be dated November 1, 2007, and shall become due and payable and beat.. interest as set forth in Section I 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 inattiring in cash of the years 2016 to 2019, inclusive, prior to and in any order of maturity on June 1, 2015, or on any date thereafter upon terms of par and accrued interest. If less than all of the Bonds of any lil<e 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, 2008. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Flayment of interest on the Bonds shall be made to the registered owners appearing on the bond registration bool<s of the City at the close of business on the fifteenth day of the month next preceding the interest payment date and shall be paid by check or draft mailed to the registered owners at the addresses shown on such registration books. Principal of the Bonds shall be payable in lawful money of the United States of America to the registered owners or their legal representatives upon presentation and surrender of" the Bond or Bonds at the office of the Paying Agent. The City hereby pledges the faith, credit, revenues and resources and all of the real and personal property of the City for the full and prompt payment of the principal of and interest on the Bonds. The Bonds shall be executed on behalf of the City with the official manual or facsimile signature of the Mayor and attested with the official manual or facsimile signature of the City Clerk and shall have the City's seal impressed or printed thereon, and shall be fully registered Bonds without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Bonds shall be fully registered as to principal and interest in the names of the owners on the registration books of the City kept by the Bond Registrar, and after such registration -4- DORSEY & WHITNEY LIJ), ATTORNEYS, DFI'S MOINES, IOWA Amn/4 19370-35/2`1 1,5 CiBS/GBI 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 satisf,ictory to the Bond Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for Such registered owner. The record and identity of the owners of the Bonds shall be kept coil 1-identia I 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 A Uth cnti cation thereon shall have been signed by the Bond Registrar. Section 4. Notwithstanding anything above to the contrary, the Bonds shall be issued initially as Depository Bonds, with one fully registered Bond for each maturity date, in principal amounts equal to the amount of principal maturing on each such date, and registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). On original issue, the Bonds shall be deposited with DTC for the put -pose 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"). III the event that DTC detertinties 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 denorninations of $5,000 or integral Multiples oil' $5,000, 111 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 firrie prior to maturity in connection with redemptions or retirements by call or payment, and in such event, such depository will then maintain the book -entry system for recording ownership interests in the Bonds. Ownership interest in the Bonds may be purchased by or through Participants. Such Participants and the persons for whom they acquire interests in the Bonds as nominees will not receive certificated Bonds, but each such Participant will receive a credit balance in the records of DTC in the amount of such Participant's interest in the Bonds, which will be confirmed in accordance with DTC's standard procedures. Each such person for which a Participant has an interest in the Bonds, as nominee, may desire to make arrangements with such Participant to have all notices of redemption or other communications of the City to DTC, which may affect such person, forwarded in writing by such Participant and to have notification made of all interest payments. The City will have no responsibility or obligation to such Participants or the persons for whom they act as nominees with respect to payment to or providing of notice for such Participants or the persons for whom they act as nominees. -5- DORSEY & WHITNEY LIT, ATTORNEYS, DES MOINFS, IOWA Ames/419370-35/2" '/2 GBS/GBI 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 fi-orn 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. Wheel 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: -6- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA A i i ies/4193 70-3 5/2 1 '/2 G13S/G111 No. (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA STORY COUNTY CITY OF AMES GENERAL OBLIGATION CORPORATE PURPOSE BOND SERIES 2007A RATE MATURITY DATE BOND DATE CUSIP November 1, 2007 The City of Ames (the "City"), in Story County, 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 annuin 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, 2008, 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 2007A (the "Bonds"), issued in the aggregate principal amount of $9,630,000 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, 2007, and all laws amendatory thereof and supplementary -7- DORSEY & WHITNEY LIT, ATTORNEYS, DES MOINES, IOWA An-vss/419370-35/2"" '/2 G,13S/GBI thereto, and in conformity with a resolution of the City Council duly passed, approved and recorded for the purpose of defraying the cost of constructing varI*OLIS street, water and bridge improvements and acquiring, designing, constructing, and equipping all outdoor aquatic center. The City reserves the right to call and redeem part or all of the Bonds maturing in each of the years 2016 to 2019, inclusive, prior to and in any order of maturity on June 1, 2015, or on any date thereafter upon terms of par and accrued interest. If less than all of the Bouds 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 au-IOLInt 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 I -nalle d by certified avail 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 fully registered as to both principal and interest in the name of the owner on the books of the City in the office of the Bond Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the Bond Registrar, together with either a written instrument of transfer satisfactory to the Bond :Registrar or the assignment forn-I, 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- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/419370-35/2"' 'i� GBS/G131 IN TESTIMONY WHEREOF, the City of Aines, Iowa, by Its City COU1161, 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 November 1, 2007. CITY OF AMES, IOWA By__. (DO NOT SIGNS__ Mayor Attest: (I70 NOT SIGN_ City Clerk (Facsimile Seal) (On each Bond there shall be a registration dateline and a Certificate of Authentication of the BondRegistrar in the following form:) Registration Date: (Registration Date) 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 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 IT 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- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA A mes/419376-35/2"" '/, ( iBS/GB I 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 f.or registration thereof with ftil I power of substitution. .Dated: Signature guaranteed: (Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signatures to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program.) 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. -10- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Antes/419370-35/2"' '1, GBS/G131 Section 6. The Bonds shall be executed as herein provided as soon after the adoption of this resolution as may be possible and thereupon they shall be delivered to the Bond Registrar for registration, authentication and delivery to the purchaser, as determined by the City Council, upon receipt of the purchase price thereof, with accrued interest thereon, and all action heretofore taken in connection with the sale and award of the Bonds is hereby ratified and confirmed in all respects. Section 7. 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 ill limitation thereof, there be and there is hereby levied oil 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, 2008, sufficient to produce the net annual sum of $1,036,937.50; For collection in the fiscal year beginning July 1, 2009, sufficient to produce the net annual sum of $1,041,250.00; For collection in the fiscal year beginning July 1, 2010, Sufficient to produce the net annual sum of $1,044,437.50; For collection in the fiscal year beginning July 1, 2011, sufficient to produce the net annual SLII-ll of $1,046,500.00; For collection in the fiscal year beginning July 1, 2012, sufficient to produce the net annual sum of $1,047,437.50; For collection in the fiscal year beginning July 1, 2013, sufficient to produce the net annual sum of $1,052,250.00; For collection in the fiscal year beginning July 1, 2014, sufficient to produce the net annual sum of $1,060,750.00; For collection in the fiscal year beginning July 1, 2015, sufficient to produce the net annual SLIM of $1,067,750.00; For collection in the fiscal year beginning July 1, 2016, sufficient to produce the net annual sum of $1,073,250.00; For collection in the fiscal year beginning July 1, 2017, sufficient to produce the net annual sum of $1,082,250; For collection in the fiscal year beginning July 1, 2018, sufficient to produce the net annual sum of $1,094,562.50. -It- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/41 9370-35/2"" 1/, GI3S/(Jj3I Section 8. A certified copy of this resolution shall be filed with the County Auditor Of Story County, and the County Auditor is hereby instructed to enter for collection and assess the tax hereby authorized. When annually entering such taxes for collection, the County Auditor Shall Include the same as a part of the tax levy for Debt Service Fund purposes of the City and when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the City and set aside therein as a special account to be used solely and only for the payment of the Principal of and interest on the Bonds hereby authorized and for no other purpose whatsoever. Any amount received by the City as accrued interest on the Bonds shall be deposited into such special account and used to pay interest due on the Bonds on the first interest payment date, Section 9. The interest or principal and both of them falling due in any year or years shall, if necessary, be paid promptly from current Funds oil hand in advance of taxes levied and when the taxes shall have been collected, reimbursement shall be made to Such Current funds in the SUIT 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 on the Bonds will remain excluded from gross income for federal income tax Purposes. Any and all of the officers of the City are hereby authorized all(] 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. The Securities and Exchange Commission (the "SEC") has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1.934 (17 C.F.R. § 240.15c2-12) (the "Rule") that make it unlawful for an underwriter to participate in the primary offering of municipal securities in a principal amount of $1,000,000 or more unless, before submitting a bid or entering into a purchase contract for such securities, it has reasonably determined that the issuer or an obligated person has undertaken in writing for the benefit of the holders of such securities to provide certain disclosure information to prescribed information repositories on a continuing basis so long as such securities are outstanding. On the date of issuance and delivery of the Series 2007 Bonds, the City will execute and deliver a Continuing Disclosure Certificate pursuant to which the City will undertake to comply with the Rule. The City covenants and agrees that it will comply with and carry out tile provisions of the Continuing Disclosure Certificate. 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 Rule and the Continuing Disclosure Certificate. -12- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/4 19370-35/2"" '/,, G13SA3,131 Section 12. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved October 23, 2007. Attest: City Clerk AV$4.0 tXl- Mayor -13- DORSEY & WHITNEY LIT, ATTORNEYS, DES MOINES, IOWA Amcs/419370-35/2"" '/, GBS/G131 STATE OF IOWA STORY COUNTY SS: CITY OF AMES 1, the undersigned, City Clerk of the City of Ames, Iowa, 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 adoption of iI resolution providing for the sale and issuance of $9,630,000 General Obligation Corporate Purpose Bonds, Series 2007A, and that the transcript hereto attached contains a true, correct in(] complete statement copy of such resolution. 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. ITNESS MY HAND and the seal of the City hereto affixed this day of 2007. City Clerk (Seal) (Please attach a copy of the bid of the successful bidder.) -14- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Uk- I ( i c-, - UD JHH-HHY 9133453294 P.01/01 To - City Council of City of Ames, Iowa OFFICIAL BJJD FORM SaleDate: October 23, 11:00 A.M. Central Tim J, RE: $9,630,000 General Obligation Corporate Purpose Bonds, Series 2007A, dated November 12007. For all or none of the. aboJ: e Bonds, in accordance with The Terms of Offering, we will pay your � 74-2q2 - 90 (not less than $9,562,590) plus accrued interest to date of delivery for fully'registered Bonds bearing interest rates and mafuring,in the stated years as follows: -1- -75% due 2008 3.75 % due 2014 due 2009 % due 2015 due 2010 % due 2016 due 2011 % due 2017 % due 2012 % due 2018 % due 2013 Al"M 1010 In making this offer we accept albof the terms and cc(nditions of the Terms of Offering published in the Official Statement dated October 11, 2007 In the event of failure to deliver these Bonds in accordance with the Terms of Offering as printed, in the Official Statement and made a part hereof, we reserve the right to withdraw our offer, whereupon the deposit, accompanying it will be immediately returned. All blank spaces of this offer are intentional and are not to be construed as' an omission, We enclose our Good Faith Deposit in the amount of $96,300, to be held by you pending delivery and payment., Alternatively, we have provided,a� financial Surety Bond in accordance with the Terms of Offering. '4 Not as a part of our offer, th6,abovd quoted prices being controlling, but only as an aid for the verification of the offer, we have made the following compata orts: Ay NET INTEREST COST: $' �2-9% 7 F TRUE INTEREST COST- '3. (070 q -7 Account Manager: I Account Members: (BasSd-pn dated date of November t, 2007) By:� 0 L9 3 33 The foregoing offer is hembyacc4ted by and on behalf of the City Council of the City of Ames, Iowa this 23" day of October, 2007, Attest: Title M Title: Good Faith Check Submitted