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HomeMy WebLinkAboutA019 - Letter to Dorsey & Whitney dated April 21, 2009 - Final Delivery CertificateCaring People '4 Quality Pmgrww Fwepti,mal&—ice April 21, 2009 Dorsey & Whitney LLP 801 Grand, Suite 3900 Des Moines, Iowa 50309 Attention Robert E. Josten 515 Clark Avenue, P. 0. Box 811 Ames, ]A 50010 Phone: 515-239-5105 Fax: 515-239-5 142 RE: Ames, Iowa $6,995,000 General Obligation Refunding Bonds, Series 2009A Your Tile No. 419370-40 Dear Bob: Enclosed please find two fully executed originals of the Final Delivery Certificate covering the above -named Bonds. Also enclosed is an executed IRS 8038 form for your filing with the Internal Revenue Service. ']'hank you for Your assistance. Sincerely, Dbane R. Voss City Clerk /dry 1: 11CIOSUI-CS Ames/4 19370-40/Closing Cert FINAL DELIVERY CERTIFICATE I We, the undersigned Mayor and City Clerk of the City of' Ames (file "City"), in Story County, Iowa, do hereby certify that we are now and were at the time of the execution of the City's $6,995,000 General Obligation Refunding Bonds, Series 2009A dated April 27, 2009 (file "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 April 14, 2009 (the "Resolution"), and a loan agreement dated as of April 27, 2009 (the "Loan Agreement"), by and between the City and Piper .1aftray & Co., Minneapolis, Minnesota (the "Purchaser"), the Bonds have been heretofore lawfully authorized and this day by us lawfully issued and delivered to or upon the direction of the Purchaser and pursuant to the Loan Agreement, the City has received $7,193,163.65, receipt of" which is hereby acknowledged, which amount represents the par amount of the Bonds ($6,995,000), plus original issue preirilurn ($210,985.25), minus underwriter's discount ($ 12,82 1.60). The Bonds mature on June I in each of the years, in the respective principal amounts and bear interest payable semiannually commencing December 1, 2009, as set forth in the Resolution. Each of the Bonds has been executed with the facsimile signatures of the aforesaid officers, with a facsimile of the official seal of the City imprinted thereon; and the City has ,Authorized and directed that the Bonds be authenticated by the City 'Treasurer (file "Registrar"), as the Registrar and Paying Agent, and registered in the names of the owners on the City's registration records maintained by the Registrar. We further certify that the Bonds are being issued to evidence the City's obligation Linder the Loan Agreement entered into by the City to provide funds for the purpose of refunding the Outstanding balances of the City's General Obligation Bonds, Series 1998, Series 1999, Series 2000, Series 2001A and Series 200113, which are hereinafter referred to as the "Refunded Obligations." We f1irther 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 then- respective positions, or the proceedings incident to the authorization of the Bonds or in any way concerning the validity of the 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 Bonds, and that none of the proceedings incident to the authorization and issuance of the Bonds has been repealed or rescinded. We further certify that no appeal of the decision of the City Council to enter into the Loan Agreement or to issue the Bonds has been taken to the district court. We further certify that all meetings held in connection with the 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 oil 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. Aines/41 9370-40/Closing Cert We further certify as follows: I. The net sales proceeds of the Bonds are $7,205,985.25 (the "Net Sales Proceeds-), the same being the Issue Price (as defined hereinafter) thereof. 2. The estimated sources and uses of funds in connection with the Bonds are as follows: SOURCES Par amount of Bonds Original Issue Prermuln USES Refunded Obligations Costs Of Issuance Underwriter's Discount Additional Proceeds $6,995,000.00 $210,985.25 $7,205,985.25 $7,150,000.00 $42,800.00 $12,821.60 $363.65 $7,205,985.25 3. $7,150,000 of the Net Sales Proceeds will be applied to the redemption of the Refunded Obligations within 60 days of the date hereof and, until so applied, will be invested by the City without restriction as to yield. 4. $55,621 .60 of the Net Sales Proceeds will be disbursed to pay the issuance costs, including underwriter's discount, related to the issuance of the Bonds within 30 days of the date hereof, and until such time, may be invested without restriction as to yield. 5. All of the original and investment proceeds of the Refunded Obligations have been expended for the pui poses for which they were issued. 6. Not more than 50010 of the proceeds of the Refunded Obligations were invested In non -purpose 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 lt� for four years). 7. The 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 Bonds on each June I and December I and principal of the Bonds on each June I (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 Fund will be depleted at least once each Bond Year except for a reasonable carryover amount not to exceed the greater of the earnings on the fund for the ii-nnicdlately preceding Bond Year; or (11) 1/12 of the principal and interest payments on the Bonds for the immediately preceding Bond Year; arnOUntS on deposit in the -2- I)ORsF,y & wijrrNFY 1IT, ATTORNF.YS, I)FiS MOINES, IOWA Ames/41 9370-40/0osing Cert Debt Service Fund will be invested by the City without restriction as to yield for a period of 13 months after then- date of deposit. The weighted average maturity of the Bonds does not exceed 120% of the weighted average of the remaining reasonably expected economic life of the facilities originally financed by the Ref inded Obligations. 9. 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 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 ftirther certify that the Purchaser has advised the City that the reasonably expected reoffering price of the Bonds to the public is $7,205,985.25 (Issue Price). We further certify that the City does not currently have Outstanding tax exempt obligations Issued during the current calendar year, including the Bonds, equal to or- in excess of $10,000,000, nor will the City issue additional tax exempt obligations during the Current calendar year which, when added to the City's Current tax exempt obligations Issued during the current calendar year, Including the Bonds, Would be equal to or in excess of$10,000,000. -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA An-ics/419370-40/Closing Cert We further certify that due provision has been made for the collection of taxes sufficient to pay the principal of and interest on the Bonds when dUc. All payments coming due before the collection of any Such taxes will be paid promptly when due frorn legally available funds. IN WITNESS WHEREOF, we have hereunto affixed our hands, as of April 27, 2009. Aflest: 7, City Clerk CITY OF AMES, IOWA By Mayor -4- DORSEY & WI I ITNEY LLP, ATTORNEYS, DES MOINES, IOWA ]omten.Robert" To <dvoea@oiry.omemjuue> <Jowan.Robert@domey.00m > cc <dpi0chor@chy.ameajaus~ 04/21/20090223PIVI oco Subject Closing certificates for City'sGORefunding Bonds Attached to this email are two certificates related to the closing of the City's GO Refunding Bonds on April 27. The first, which sets out the details of the transaction, must be signed by you and the Mayor, and the second, which is the IRS 8038 form that is required for federal tax exemption of interest on the Bonds, must besigned just byyou. Please have two copies ofeach document signed and returned homeas soon nnpossible, and let meknow ifyou have any questions. Thanks for your help. Robcrt E.Josteu rauoer ............. I ... ............. DDRSEY&WHITNEY LLP 801 Grand Suite 3QO0 Des Moines, |A503OQ-27AO cOwrmswnAL COmMuw|C4Tx}w E+nailsfrom this finn normally contain confidential and privileged material, and are for the sole use of the intended recipient. Use or distribution by an unintended recipient is prohibited, and may be a violation of law. nyou believe that you received this e-mail merror, pmeao^mnot read this o-maxo,any attached items. Please delete the e-mail and all attachments, including any copies thereof, arid inform the sender that you have deleted the o'mai/,all attachments and any copies thereof. Thank you. Cbot�ingGei'(Ames #40)'v1,doo 8038@(,6,rnes #40J-°1,m6 419370-40 (Ri:rv. November 2000) Department of the Treasury Revenue Service Re or 1 Issuer's name City of Ames Information Return for Tax -Exempt Governmental Obligations 0- Under Internal Revenue Code section 149(e) OMB No, 1545-0720 1111See separate Instructions. Caution: If the issue price is under $100,000, use Forn? 8038-GC. 3 NUmber arid street (of P,O, box if inarl is not delivered to street address) 515 Clark Avenue If Amended Return, check here 00, 2 Issuer's employer identification number 42� 6004218 4 Report number _2009-1 Date Of iSSL.je Ames, Iowa 51101-081 1 April 27, 2009 5 City, town, or post office, state, and ZIP code 7 Name of issue 8 CUSIP number General Obligation Refunding Bonds, Series 2009A 030807 E23 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 ILLP Bond Counsel ( 515 ) 283-1000 MM TvDe of Issue (rhprk annfirahip hnx(pql and enter the issue nrire) im.,tructions and attach schedule 11 El Education . . . . . . . . . . . . . . . . . . 12 . . . . ........... 12 ❑ Health arid hospital . . . . . . . . . . . . . . . . . . . . . . 13 Transportation . . . . . . . . . . . . . . . . . . . . 13 14 14 ❑ Public safety. . . . . . . . . 15 El Environment (including sewage bonds) . . . . . . . . . 15 16 EJ Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 . ..... 17 El Utilities . . . . . . . . . . . . . . . . . . . . 18 W] Other. Describe *, refunding 18 7,205,985 19 If obligations are TANs or RANs, check box No- El If obligations are BANS, check box ► D 20 If obligations are in the form of a lease or installment sale, check box . . . . 10. El De�s�cn of Obligations. Complete for the entire issue for which this form is be iled, (a) Firial I'M-3tUrity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yicicl 21 $ 7,205,985 --- --- - ---- $ 6,995,000 2.2719 years 1.4168 % --- Uses of Proceeds of Bond Issue (including underwriters' discount) ............ . . .......... . 22 PrOCOOCIS Used for accrued interest . . . . . . . . . . . . . . . . . . 23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . . . 23 7,205,985 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 55,622 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 . . . . . . . . . 2.7.—. 7,150,000 28 Proceeds used to advance refund prior issues . . . . . . . . .. 28 — 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . 29 7,205,622 — 30 363_ 30 Nonrefunding proceeds of the issue (Subtract line, 29 from line 23 and enter amount here) . . . 1 Lj� T L)escription of Refunded Bonds (Complete this part only for refunding bands.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded ► .__see attached ___years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded 33 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . see attached 34 Enter the date(s) the refunded bonds were issued ► 6/15/1998; 6/1/1999; 7/1/2000; 8/1/2001; 12/1/2001 Miscellaneous 35 Enter the amount of the state Volume cap allocated to the issue Under section 141 (b)(5) 36a Enter the arnount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36 � b Enter the final maturity date of the guaranteed investment contract 10, 37 Pooled financings a Proceeds of this issue that are to be used to make loans to other governmental units 3 b If this Issue is a loan niadc from the proceeds of another tax-exempt issue, check box ► ED and enter- the name of the issuer Illo- and the date of the issue 0i 38 If the issuer has designated the issue Under section 265(b)(3)(B)(i)(Ill) (small issuer exception), check box ► FZ 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . ► El 40 If the issuer- has identified a hedge, check box . . . . . . . . . . . . . . . . . . . . . . ► I--.]— UudOf I)oMfltles Of [)(,'[jury, I declare that I have examined t1w, retuin and accompanying scinedules and statements, cind to the best of my knowledge, arid belief, they area true, correct, and complete. Sign Here ti,_7& r ]o,1J/_, April 27, 2009 Diane R. Voss, City Clerk signature of issuer's authorized representative Date Type of print name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat, No, 637735 Form 8038-G (Rev, 11-2000)