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HomeMy WebLinkAboutA032 - Resolution No. 09-471 adopted October 13, 2009Anies/419370-38/2nd '/2 issuance RESOLUTION NO. 09-471 Providing for the issuance of $11,165,000 General Obligation Corporate Purpose Bonds, Series 200913, amending Resolution No. 09-083 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 $11,165,000 General Obligation Corporate Purpose Bonds, Series 2009B (the "Bonds") to provide funds to pay the cost, to that extent, of improvements to streets, storm sewers, sanitary sewers, municipal waterworks system and municipal electric system; and WHEREAS, the City Council adopted Resolution No. 09-083 providing for the issuance of the Bonds and the levy of taxes to pay the same (the "Bond Issuance Resolution"), which resolution also provided that the actual rate or rates of interest and the resulting tax levy amounts necessary to pay the principal of and interest on the Bonds should be determined at the time of the disposition and sale of the Bonds and the Bond Issuance Resolution amended to so provide; and WHEREAS, pursuant to Notice of Sale duly published, bids for the purchase of the Bonds were received and considered and, upon final canvass of all bids, the bid of Robert W. Baird & Co., hic., Milwaukee, WI (the "Purchaser") was determined to be the best, such bid proposing the lowest interest cost to the City, and the sale of the Bonds to the Purchaser was approved; and WHEREAS, it is necessary at this time to amend the Bond Issuance Resolution to provide for the actual rates of interest at which the Bonds were sold and the resulting tax levy amounts necessary to be levied to pay the principal of and interest on the Bonds and to make certain other necessary revisions to the Bond Issuance Resolution; NOW, THEREFORE, Be It Resolved by the City Council of the City of Ames, as follows: Section 1. Except insofar as it provides for the levy and collection of taxes in the fiscal year that began July 1, 2009, for the payment of the principal of and interest on the Bonds, all of the contents, paragraphs, sections, clauses and provisions of the Bond Issuance Resolution are hereby deleted in their entirety and the terms of this resolution substituted in lieu thereof. Section 2, The Bonds are hereby authorized to be issued in the aggregate principal amount of $11,165,000, to be in the denomination of $5,000 each, or any integral multiple thereof, to be dated October 29, 2009, to become due and payable on June I in each of the respective years and in the principal amounts and to bear interest at the respective rates as follows: -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/419370-38/2nd V2 issuance Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 2010 $500,000 2.00% 2016 $955,000 2.50% 2011 $860,000 2.00% 2017 $980,000 2.50% 2012 $870,000 2.00% 2018 $1,015,000 3.00% 2013 $885,000 2.00% 2019 $1,050,000 3.00% 2014 $905,000 2.00% 2020 $1,090,000 3.50% 2015 $925,000 2.50% 2021 $1,130,000 150% 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 2018 to 2021, inclusive, prior to and in any order of maturity on June 1, 2017, or on any date thereafter on 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 the Bonds to be redeemed shall be selected by the Bond Registrar 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 identifying the Bond or Bonds (or portion thereof.) to be redeemed shall be given not less than 30 days prior to the date upon which it is proposed to prepay the Bonds or any of them by sending a notice by electronic means or certified mail to the registered owners thereof at the addresses shown on the City's registration books. All of the 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, The City hereby pledges the faith, credit, revenues and resources and all of the real and personal property of the City for the fall and prompt payment of the principal of and interest on the Bonds. 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, 2010. 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 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 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 -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/419370-38/2nd V2 issuance 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 and interest thereof shall be made only 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 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 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 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 interests 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 -4- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Anies/419370-38/2nd 1/z issuance 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 terins 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 3. The form of Bonds shall be substantially as follows: -5- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/419370-3 8/2nd '/� issuance No. (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF STORY CITY OF AMES GENERAL OBLIGATION CORPORATE PURPOSE BOND, SERIES 2009B RATE MATURITY DATE BOND DATE CUSIP % June 1, _ October 29, 2009 The City of Ames, in the County of Story, State of Iowa, for value received, promises to pay on the maturity date of this Bond to Cede & Co. or registered assigns, the principal sum of THOUSAND 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, 2010, 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 appealing on the bond 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 bonds (the "Bonds") issued by the City, pursuant to and in strict compliance with the provisions of Chapter 76 and Division Ill of Chapter 384 of the Code of Iowa, 2009, and all 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 defraying the cost of improvements to streets, storm sewers, sanitary sewers, municipal waterworks system and municipal electric system (the "Resolution"). The City reserves the right to call and redeem part or all of the Bonds maturing in each of the years 2018 to 2021, inclusive, prior to and in any order of maturity on June 1, 2017, or on any date thereafter on 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 the Bonds to be redeemed shall be selected by the Bond Registrar 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 -6- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/419370-38/2nd % issuance 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 identifying the Bond or Bonds (or portion thereof) to be redeemed shall be given not less than 30 days prior to the date upon which it is proposed to prepay the Bonds or any of them by sending a notice by electronic means or certified mail to the registered owners thereof at the addresses shown on the City's registration books. All of the 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 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. 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 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, on October 29, 2009. CITY OF AMES, IOWA By (DO NOT SIGN) Attest: Mayor (DO NOT SIGN) City Clerk (Seal) -7- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/419370-38/2nd 1/2 issuance Registration Date: (Clasin Date) BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within -mentioned Resolution. (DO NOTSIGN) 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 TEN - as joint tenants with right of survivorship and not as tenants in cormnon (Cust) As Custodian for (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. 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 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. -8- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/419370-38/2nd V2 issuance Section 4. 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 or upon the direction of the Purchaser, 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 ill all respects. Section 5. 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 be and 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: For collection in the fiscal year beginning July 1, 2010, sufficient to produce the net annual sum of $1,141,550; For collection in the fiscal year beginning July 1, 2011, sufficient to produce the net annual sum of $1,134,350; For collection in the fiscal year beginning July 1, 2012, sufficient to produce the net annual sum of $1,131,950; For collection in the fiscal year beginning July 1, 2013, sufficient to produce the net annual sum of $1,134,250; For collection in the fiscal year beginning July 1, 2014, sufficient to produce the net annual sum of $1,136,150; For collection in the fiscal year beginning July 1, 2015, sufficient to produce the net annual sum of $1,143,025; For collection in the fiscal year beginning July 1, 2016, sufficient to produce the net annual sum of $1,144,150; For collection in the fiscal year beginning July 1, 2017, sufficient to produce the net annual sum of $1,154,650; For collection in the fiscal year beginning July 1, 2018, sufficient to produce the net annual sum of $1,159,200; For collection in the fiscal year beginning July 1, 2019, sufficient to produce the net annual sum of $1,167,700; For collection in the fiscal year beginning July 1, 2020, sufficient to produce the net annual sum of $1,169,550; -9- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/419370-38/2nd V2 issuance Section 6. 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 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 payment date. Section 7. The interest or principal and both of them falling due in any year or years shall, if necessary, be paid promptly from current funds 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 8. It is the intention of the City that interest on the Bonds be and remaiii 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 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 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 9. Continuing Disclosure. The Securities and Exchange Commission (the "SEC") has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (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 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 the 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. -10- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Ames/419370-38/2nd V2 issuance Section 10. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved October 13, 2009, Attest: City Clerk 14 Mayor Pro -Tern -11- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Caring People Quality Programs Eweptional Service October 14, 2009 STATE OF IOWA ('OtJN'I-'Y OF STORY CITY OF AMES 515 Clark Avenue, 1". O. Box 811 Ames, 1A 50010 Phone: 515-239-5105 Fax: 515-239-5142 1, Diane R. Voss, being the duly appointed City Clerk of the City ofAmes, lowa, do hereby certify that the above and foregoing Resolution No. 09-471 is a true and accurate copy of the said Resolution, and that the said RCS011,16011 was passed and adopted by the City C,0UnC1 I ofthe City of Ames, lowa, at a duly called meeting thcreol'on the l3th day of October, 2009. Dianc.R. Voss, City Clerk (SEAL) Ames/419370-38/2Tid '/2 issuance STATE OF IOWA STORY COUNTY 1, the undersigned, County Auditor of Story County, in the State of Iowa, do hereby certify that on the day of , 2009, the City Clerk of the City of Ames, Iowa, filed in my office a certified copy of a resolution of the City shown to have been adopted by the Council and approved by the Mayor thereof on October 13, 2009, entitled: "Resolution providing for the issuance of $11,165,000 General Obligation Corporate Purpose Bonds, Series 200913, amending Resolution No. 09-083 and providing for the levy of taxes to pay the same," and that I have duly placed the copy of the amending resolution on file in my records, together with the certified copy of Resolution No. 09-083 previously filed in my office on March 6, 2009. I further certify that the taxes provided for in the amending resolution will in due time, manner and season be entered on the State and County tax lists of this County for collection in the fiscal year beginning July 1, 2010, and subsequent years as provided in that resolution. WITNESS MY HAND this day of _ 2009. County Auditor -14- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA