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HomeMy WebLinkAboutA030 - Letter to Dorsey & Whitney dated October 15, 2008 - executed Final Delivery CertificateCaring People 'I Quality 11top-ayns &ceptionalService October 15, 2008 Dorsey & Whitney UP 801 Grand, Suite 3900 Des Moines, Iowa 50309 Attention Robert E. Josten 515 Clark Avenue, P. 0. Box 811 Ames, 1A 50010 Phone: 515-239-5105 Fax: 515-239-5142 RE: Ames, Iowa $8,355,000 General Obligation Corporate Purpose Bonds, Series 2008A Your File No. 419370-36 1--7ear Bob: inclosed please find two fully executed originals of'the Final Delivery Certificate covering the above-narned Bonds. Also enclosed is an executed IRS 8038 form for your filing with the Internal Revenue Service. Than]< you for your assistance. Sincerely, Diane R. Voss City Clerk /dry Enclosures Ames/419370-36/FC, & Ur FINAL DELIVERY CERTIFICATE 419370-36 We, the undersigned Mayor and City Clerk, of the City of Ames (the "City"), in Story County, Iowa, do hereby certify that we are now and were at the time of the execution of the City's $8,355,000 General Obligation Corporate Purpose Bonds, Series 2008A, dated October 15, 2008 (the "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 oil September 23, 2008 (the "Resolution"), the Bonds have been heretofore lawfully authorized and this day by Lis lawftilly issued and delivered to or upon the direction of Piper Jaffray & Co., Kansas City, Missouri, and Edward Jones, St. Louis, Missouri (together, the "Purchaser"), and the City has received $8,436,177.90, receipt of which is hereby acknowledged, which amount represents the par amount of the Bonds ($8,355,000), plus original issue premium ($122,089.15), minus underwriter's discount ($40,911.25). The Bonds mature oil June I in each of the years, in the respective principal amounts and bear interest payable semiannually, commencing June 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 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 Registrar and Paying Agent. We further certify that the Bonds are being issued for the purpose of paying the cost, to that extent, of street and water improvements, and acquiring, designing, constructing, and equipping an outdoor aquatic center (the "Projects"). 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 Bonds, or the power and duty of the City to provide and apply adequate taxes for the full and prompt paynient of tyre principal of and interest oil t1le 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 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 reclL.iestecl notice of the time, (late, place and the tentative agenda and by posting Such notice and agenda at tile 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 net sales proceeds of the Bonds are $8,477,089.15 (the "Net Sales Proceeds"), the same being the Issue Price (hereinafter defined) thereof. DORSEY & WHITNEY LIT, ATTORNEYS, DES MOINES, IOWA Ames/419370-36/Fr,,(." & Ltr 2. The total costs of the projects (the "Total Project Costs") are estimated to be at least $8,477,089.15. a 3. The estimated sources and uses of fitinds in connection with the Bonds are as follows: ........... . .. . 1 P amount of Bonds 8,355,000.00 Par 10riginal Issue Premium -$122,089.15 ------------- underwriter's Discount $40,911.25 ,[Costs of Issuance Project Fund Deposit ��$42,405.0Q ,393,772.90 $8,477,089.15 ------- --- ---- - ----- --- — ---------- 4. $83,316.25 of the Net Sales Proceeds will be used to pay costs of issuance, including the underwriter's discount, within 45 days of the date liereot, and until so applied, will be invested by the City without restriction as to yield. 5. The remaining Net Sales Proceeds ($8,393,772.90), 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 'rest: The City has entered into or, within six mouths of the date hereof, will enter into binding contracts for the Project with third parties (e.g. engineers or contractors); (i) whicli are not subject to contingencies directly or indirectly within the City's control; (11) which provide for the payment by the City to such third parties of an amount equal to at least 5% of the Net Sales Proceeds; (b) I��nditure Test: At least 85% of` Project Net Sales Procceds will be applied to the payment of Total Project Costs within the Three Year - Temporary Period; and (c) t)ue DiliZence Test: Acquisition and construction of the Project to completion and application of the Project Net Sales Proceeds to the payment of Total Project Costs will proceed with due diligence. -2- DORSEY & WHITNEY LIT, ATTORNEYS, DES MOINES, IONVA Ames/419370-36/F1j(,'& Ltr 6. 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 oil each June I and December I and principal of" the Bonds on each June I (the 12-month period ending oil 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 arid 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 (1) the earnings on the fund for the immediately preceding Bond Year; or (ii) 1/12 of the principal and interest payments on the 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. 7. The City Council adopted a resolution declaring its official intent to acquire and construct the Projects arid finance the same with Bonds or other obligations (the "Intent Resolution"); none of the Total Project Costs to be paid for from the Net Sales Proceeds are for expenditures made more than 60 days prior to the date of adoption of the Intent Resolution, except for (i) costs of issuance of the 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 Bonds; the City will allocate Net Sales Proceeds to reimbursement of such expenditures no later than 3 years after the later of (i) the date any such expenditure was originally paid or (ii) the date the Projects are placed in service (or abandoned); and such allocations will be made by the City in writing. 8. Not more than 50% of the Net Sales Proceeds will be invested in non -purpose investments (as defined in Section 1.48(.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). 9. The weighted average maturity of the Bonds does not exceed 120% of the reasonably expected economic life of the Projects. 10. To our best knowledge and belief, there are no facts, estimates or circumstances which would materially change the foregoing conclusions. Oil the basis of the foregoing, It is not expected that the Net Sales Proceeds will be used in a manner that Would caLise the Bonds to he ",arbitrage bOTI&S" under Section 148 oftlic (ode and the regulations prescribed under that section. The City has not been notified of any listing (.)I - 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 Purchaser has advised the City that the reasonably expected reoffering price (the "Issue Price") of the Bonds to the public is $8,477,089.15. -3- DORSEY & WHITNEY LIT, ATTORNEYS, DES NIOINES, IOWA Ames/4193-i6,36/1`1)"C &, Ltr We further certify that the City expects to spend the proceeds of the Bonds (along with any investment earnings on Such proceeds) in accordance with the following schedule: 1) at least 10% within 6 months after the date of issuance; 2) at least 45% within 12 niontlis after the date of issuance; 3) at least 75% within 18 months after the date of issuance; and 4) 100% within 24 months after the date of issuance. We further certify that the City will comply with the investment requirements of Section 148 of the Code and the United States Treasury Regulations relating thereto with respect to the proceeds of the Bonds. 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 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, as of October 15, 2008. Attest: Nj City Clerk CITY OF AMES, IOWA By Mayor -4- DORSEY & win'rNEY LLP, ATTORNEYS, DES MOINES, 10WA 8038-G | Information Return for Tax -Exempt Governmental Obligations (Rev. Noverriber 20bo) 0, Under Internal Revenue Code section 149(c) OMI.� No 1545-0720 0- See separate Instructions. Internal Revenue Sef-vice, Caution: If the /ssuc price is onde( $100,000, ose, Fc)im 8038 GC. rtina Authorit If Amended Return, check here 110- 1 Issuer's name Issuer's employer identification number City of Ames 42: 6004218 s Number and street (or p4box ifmail isriot delivered mstreet address) s15Clark Avenue 2008-1 4 nopoxnumus Date of iS5Uo 5 City, town, or post office, state, and ZIP code 7 Nunmn|issue 8 CUS|Pnmnbm General Obligation Corporate Purpose Bonds, Series zonux | 030807O�5 9 Name and title o|officer mlegal representative whom the IRS may call for more information |lV Tdv�u��mmr�o0c����npe�nm�c 0noev&VVhitnevLLP Bond Counsel / / 515 ) 283-1000 NQM 0 TvpeofIssue (cheokuoo|icab|e box(es) and enter the issue orice) See instructions arid attach schedule 18 8,477,089 18 Other. Describe lip- street & water improv., construct & equip outdoor aquatic 19 If obligations are TANS or RANs, check box 0- El If obligations are BANS, check box Illo- E] 20 If obligations are in the form of a lease or installment sale, check box . . . . . . Ill El Descrjp�pn of Obliqations. Complete r th entire iSSUe for which this form is bet q filed. — — — :21: (a) Final maturity date (b) Issue price, (c) Stated recleniption price at InatUrity (d) Weighted maturity avelage %j fe) Yield =06/01/2020 8,477,089 $ 8,477,089 66789 years 3,64H % Uses of Proceeds of Bond Issue (inGludip underwriters' discount) ---83,316 24 Proceeds used for bond issuance costs (including underwriters' discount) 83,316 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 28 Proceeds used to advance refund prior issues 28 29 30 8,393,773 30 NonrefUnding proceeds of the issue (subtract line 29 frorn line 23 and enter amount here) I& M.&TA Description ot Refunded Bonds (Complete this part only for refunding Ponds.�______ 31 Enter the remaining weighted average maturity ofthe bonds mbecurrently refunded . . .w~ o 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . h' ou 33 Enter the last date on which the refunded bonds will be called . . . . . . . 34 Enter the clate(s) the refunded bonds were issued 0- Miscellaneous 36 Enter the amount o[the state volume cap allocated to the issue under section 141. . . 35 36o Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract(see instructions) b Enter the final maturity dote of the guaranteed investment contract 11110�1 af 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental uniis b If this issue is o loan made from the proceeds oyanother tax-exempt issue, check box w- [] and enter the name of the issuer o- and the date of the issue m~ 38 If the issuer has designated the issue under section 265<b>(3)(8)0(UV (small issuer exception), check box . . . »~ 0 39 If the issuer has elected to pay u penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . Ill L] Under penalties of perjUry, I declare that I have exanirned this return arid accompanying schedules arid staternents, arid to tire, best of rny knowle.dge, and belief, they are true, correct, arid complete, Sign Here October 15, 2008 Diane R. Voss, City Clerk Date --- � -Type or print narre arid -title For Paperwork Reduction Act Notice, see page 2 of the Instructions. o*. No, 63773s pom 8038-G (Rev //'2000)