HomeMy WebLinkAboutA036 - Letter to Dorsey & Whitney dated October 27, 2009 - Final Delivery CertificateCaring People
14
Quality Progra
ms
Exceptional Service
October 27, 2009
Dorsey & Whitney LIT
801 Grand, Suite 3900
Des Moines, Iowa 50309
Attention Robert E. Josten
515 Clark Avenue, 1). 0. [lox 811
Ames, ]A 50010
Phone: 515-239-5105
1i'ax: 515-239-5142
RE: Ames, Iowa
$11,165,000 General Obligation Corporate Purpose Bonds, Series 2009B
Your File No. 419370-38
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.
Thank you for your assistance.
Sincerely,
Ceb-� oaj'ck I ,-
Diane R. Voss
City Clerk
/dry
Enclosures
Ames/.41 9370-38/Closing Cert
CLOSING CERTIFICATE
We, the undersigned Mayor, City Clerk and City Trcasurer, of the City of Ames (the
"City"), in Story County, Iowa, do hereby certify that we are now and were at the tirne of the
execution of the City's $11,165,000 General Obligation Corporate Purpose Bonds, Series 2009B,
dated October 29, 2009 (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 on
October 13, 2009 (the "Resolution"), the Bonds have been heretofore lawfully authorized and
this day by us lawfully sold, Issued an(] delivered to or upon the direction of the original
purchaser thereof (the "Purchaser"), and the Purchaser has paid the City $11,347,792.60, receipt
of which is hereby acknowledged, which arnount represents the par amount of the Bonds
($11,165,000), InillLIS underwriter's discount ($64,245), plus original ISSLIC prciniUrn
($247,037.60). The Bonds mature on June I in each of the years, in the respective principal
amounts and bear interest payable semiannually, commencing June 1, 2010, at the respective
rates, as set forth orth in the Resolution.
Each of the Bonds has been executed with the facsimile Signatures of the aforesaid
officers, with a facsimile of the official sea] of the City imprinted thereon; and the Bonds have
been fully registered as to principal and interest in the narnes of the owners on the registration
books of the City maintained by the City Treasurer as Bond Registrar and Paying Agent.
We further certify that the Bonds are being issued for the purpose of defraying the cost of
improvements to streets, storm sewers, sanitary sewers, municipal waterworks system and
Municipal electric system (the "Projects").
We further certify that no controversy or litigation is pending, prayed or t , fireatcried
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 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 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 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:
I . The total costs of the Projects, including engineering expenses (the -Total Project
Costs") are estimated to be at least $11,165,000.
-I-
DORSEY & WHITNEY LLP, ATTORNEYS, DFS MOINES, IOWA
Ai nes/41 93 7 0-3 8/(.'Io sing Cert
2. The net sales proceeds of the Bonds are $11,412,037.60 (the "Net Sales
Proceeds"), the same being the Issue Price (as hereinafter defined) thereof.
3. The estimated Sources and uses of funds in connection with the Bonds are as
follows:
ISOURCES
Par amount of Bonds $ 11,165 000.00
,Original Issue Premium j $247,037.60
$11,412,037.60
. ... ..... .. .
.... ... ... .... .... .
USES
$11,412,037.60
4. $114,010 of the Net Sales Proceeds will be used to pay costs of issuance,
including the underwriter's discount, within 45 days of the date hereof, and until so applied, will
be invested by the City without restriction as to yield.
5. The remaining Net Sales Proceeds ($11,298,027.60), in addition to investment
earnings thereon, 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. lime Test: I , t: The City has entered or, within six months ofthe date
J, i
hereof, will enter into binding contracts for the Projects with third parties (e.g.
engineers or contractors);
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 Net Sales
Proceeds;
b. Expenditure Test: At least 85% of Net Sales Proceeds will be
applied to the payment of Total Project Costs within the Three Year Temporary
Period; and
C. Rqq Difigcnec Test: Acquisition and construction of the Projects
to completion and application of the Net Sales Proceeds to the payment of Total
Project Costs will proceed with due diligence.
-2-
DORSEY & WHITNEY LIT, ATTORNEYS, DES MOINFS, IOWA
Aines/419370-38/Closing Cert
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 on each June I and December 1. 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 (i) the earnings
on the furid fior the immediately preceding Bond Year; or (ii) 1/12 of the principal and interest
payments on the Bonds far 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 and 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
or
expenditures made more than 60 days prior to the date of the 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 Sates Proceeds; (iii) costs for preliminary expenditures
(including architectural, engineering, surveying, soil testing, and sirrillar costs incurred prior to
con-truenceincrit of acquisition or construction of the Project, 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 18 months after
the later of (i) the date any such expenditure was originally paid or (ii) the (late 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,
8. 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 (','ode 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 the reasonably
expected economic life of the Projects.
10. 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 months 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.
It. To our best knowledge and belief, there arc no facts, estimates or circumstances
which would materially change the foregoing conclusions.
-3-
DORSEY & WIIITNFY HT, ATTORNEYS, DES MOINES, IOWA
Ames/41 9370-38/Closing Cert
I
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 ally listing or
proposed listing of it by the hiternal Revenue Service is a bond issuer whose arbitrage
certifications tnay not be relied upon.
We further certify that the Purchaser has advised the City that the reasonably expected
reoffering price of the Bonds to the public is $11,412,037.60,
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 froni legally available funds.
IN WITNESS WHEREOF, we have hereunto affixed our hands, as of October 29, 2009.
Attest:
City Clerk
CITY OF AMES, IOWA
re S, r-,
-4-
DORSEY & WIIITNEY LLP, ATTORNEYS, DES MOINES, IOWA
41Q37O-38
8038-G
Information Return for Tax -Exempt Governmental
Obligations
Form
lio- Under Internal Revenue Code section 149(e)
OMB No. 1545 0720
(Rev.
November 2000)
ll� See separate Instructions.
Depaunlent or 11ne Treasury
n(mial Revenue Service,
Caution: /f the issue price is undrs, $ 100, 000, use Forin 8038 GC,
__qrti q Authority
If Amended Return, check here 11" E
1
Issuer's name
2 Issuer's employer identification number
City of Ames
42: 6004218
3
Number and street lot P.0, box if nnail is not delivered to street address)
Roorn/strite,
4 Report nurnbef
515 Clark Avenue, P.O. Box 811
2009-2
5
City, town, or post office, state, and ZIP code
6 Dato of issue
General Obligation Corporate Purpose Bonds, Series 2009B
030807 F 63
9
Name and title of officer or legal represent'ative, whorn the IRS may call for more information
10
Dorsey & Whitney LILP Bond Counsel
( 515 ) 283-1000
Type of Issue (check appioaNe box(es) and enter the issue orice See instructions and attach schedule
18 Other. Describe Do- _stree - ts, storm & sanitary sewers, waterworks & electrical improve. 1 18 1
19 If obligations are TANs or RANs, check box 00- F.] If obligations are BANs, check box 110�
20 If obligations are in the form of a lease or installment sale, check box . . 0. FEEME/Em/z
Description If Obliqlations. Complete or the entire issue for which this form is bei iq filed.
(a) Fimal rnatunty date (b) Issue price (c) Stated rederription (d) Weighted
JZ. J]XJ Uses of Proceeds of Bond Issue (including underwriters' discount)
24
Proceeds used for bond issuance costs (including Underwriters' diSCOLlut) . 24
'114,60
... . ......
26
Proceeds allocated to reasonably required reserve or replacement fund 26
27
Proceeds Used to CUrrentl r0fUnd prior issues . . . . . . 27
28
Proceeds used to advance refund prior issues . . . . . . . . 28
.
30
NonrefUnding proceeds OfthO issue (Subtract line 29 frorn line 23 arid enter an-OL.Int here)
.
30
028
D�s� cr�itio�n of Rqy_!Iqed Bonds (Complete this part only for refunding
bonds.)
71
Enter the remaining weighted average maturity ofthe bonds to be rvnnmly refunded .
. . w'
32
Enter the remaining weighted average maturity of the bonds to be advance refunded
0-
3J
Enter the last date on which the refunded bonds will be called . . . .
34
E were issued No.
LJJ Miscellaneous
35 Enter the amount ufthe state volume cap allocated »nthe issue under section l4lkVV8 , �35
36a ��deaM�m���������mm�i�ew inogmm��in�mmommnuam$eaiwu�i��
u Enter the final maturity data of the guaranteed investment contract 00,
37 Pooled financings: uProceeds of this issue that are mbcused wmake loans mother governmental uniu
b If this issue is a loan made from the proceeds ofanother tax-exempt issue, check box �~ [] and enter the name of the
issuer 0- and the date of the issue 10-
%8 If the issuer has designated the issue under section 265(W(3)(8)0(111) (small issuer exception), check box
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box 10. []
Under penalties of perjury, I declare that I have examined this return and accompanying schedules arid staten ie fits, and to the best of ruy knowledge
and belief, they are true, correct, and complete.
Sign
Here
ignatvmmissuer's authorized representative
e or print nanne and title
Diane R. Voss, City Clerk
For Paperwork Reduction Act Notice, see page 2of the Instructions. Cat. No. so/zs Form 0038-CoRev 11'2000
��
~�
419370-38
F 8038-G Information Return for Tax -Exempt Governmental Obligations
(Rev. November 2000) 0- Under Internal Revenue Code section 149(e)
lli� See separate Instructions.
1,11(ewil Rev(�fml? SNVW(1 Caution: If tne issue price is under $100,000, use Form 8038 GC,
��Reportincj Authority If Amended Ret
City of Ames 42: 6004218
3 Number and sueet (or P.0, box if mail is not delivered to street address) Roorn/suile 4 Report nurnber
515 Clark Avenue, P.O. Box 811 2009-2
5 (,'fly, town, of' post Office, state, and ZIP code 6 Date Of iSSI-10
General Obligation Corporate Purpose Bonds, Series 2009B 030807 F 63
9 Name and title of offic(ff of le( ' Jul relpfesentativo whorn the IRS rnay call for more infoin,iation [e.lephone nurribo of officer of kgJ repre,&HMOve
Dorsey & Whitney LLP Bond Counsel ( 515 ) 283-1000
1 Ty e of Issue (check applicable box(es) and enter the issue price) Soe instructions arid attach scAieclule,
11 [1
18 D/ Other. [Describe 0- streets, storm & sanitary sewers, waterworks & electrical improve. 18 11,412,038
Description f Obliciations. Complete or the entire issue for which this form is bei 1.�Lfiled.
(a) Final maturity date (c) Stated redempti 1 (d) Weighted (e) Yield
(b) issue Frice Pit ice at maturity() average maturity
3W Uses of Proceeds of Bond Issue (includinq underwriters' discount)
23 Issue price of entire issue (enter amount frorn line 21, column (b)) . . . . 23 11,412,038
24 Proceeds used for bond issuance costs (including underwriters' diSCOUnt) '__4,60
25 Proceeds used for credit enhancement . . . . . . 125 '(
26 Proceeds allocated to reasonably required reserve of replacement fund
27 Proceeds used to CUrrently refund prior issues . . . . 27
28 Proceeds used to advance refund prior issues . . . . . . . . 28
30 Nonrefunding proceeds of the issue (SUbtract line 29 from line 23 and enter annount here) . 30. 11,298,028
ascription of Refunded Bonds (Complete this part only for refundincl bond s.) __ — ----- — -----
31 Enter the remaining weighted average maturity o[the bonds tobuCurrently refunclod
32 Enter the remaining weighted average maturity of the bonds to be advance refunded �
33 Enter the last date on which the mnunucg bonds will be called . . . . . . . . . �
34 Enter the date(s) the refunded bonds were issued 1110
liscellaneous
35 Enter the aMOUnt of the state volume cap allocated to the issue under section 141(b)(5) 35
36a Enter the arnount 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 No- W///
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units _37a
b If this issue is a loan made frorin the proceeds of another tax-exempt issue, check box * 0 and enter the name of the
issuer m~ and the date of the issue m~
38 If the issue/ has designated the issue under section 265(W(3)(E)(V(111) $ma|| issuer exception), check box . . . m~
3e If the issuer has elected to pay e penalty in lieu of arbitrage mhato' check box � � � . . . . . . . 0-0
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and staternents, and to the best of my knowledge
and belief, they are true, correct, and complete.
Here October 29, 2009 Diane R. Voss, City Clerk
��S �gn, Date Type or print name and title
For Paperwork Reduction Act Notice, see page 2of the Instructions. Cat. No. asn3s pmm803O-G (Rev, 1/'2000)
~�