HomeMy WebLinkAboutA034 - Scanned Transcript Receipt dated October 27, 2010SCANNED
TRANSCRIPT
RECEIPT
DATE: October 27, 2010
OORSEY
TO: Diane Voss, Steve Schainker, Duane Pitcher, Roger Wisecup - City of ADIeS
Vicky Ossoinik — Robert W. Baird & Co.
'riOfflm Reed Pooler, Susanne Gerlach - PFM
NAME OF ISSUER: City of Arnes, Iowa
CLIENT MAT TER NO. 419370-43
NAME 01--'ISSUE: $6,690,000 General Obligation Corporate Purpose Bonds, Series 2010A
PLEASE ACKNOWLEDGE RECEIPT OF THIS TRANSCRIP'I'BY
RETURN EMAIL TO (loti,,tlitie.jolijiti,,i(it)doi-sLN,,,�.o!iI
T hank you.
September 30, 2010
City of Ames
Ames, Iowa
[D 0 R S E Y"
D 0 R S FY & WIIITNEY - I P
Robert W. Baird & Co.
Milwaukee, Wisconsin
We hereby certify that we have examined certified copies of the proceedings (the
"Proceedings") of the City Council of the City of Arnes (the "Issuer"), in Story County, Iowa,
passed preliminary to the issue by the Issuer of its General Obligation Corporate Purpose Bonds,
Series 2010A (the "Bonds") in the amount of $6,690,000, dated September 30, 2010, in the
denomination of $5,000 each, or any integral multiple thereof, in evidence of the Issuer's
obligation under a certain loan agreement (the "Loan Agreement"), dated as of September 30,
2010. The Bonds mature on June I in each of the respective years and in the principal amounts
and bear interest payable semiannually, commencing June 1, 2011, at the respective rates as
follows:
Principal
Interest Rate
Principal
Interest Rate
Year
ATTIOunt
Per Aninfin
Year
Ainount
Per Annum
2011
$380,000
2.000%
201.7
$565,000
2.000%
2012
$515,000
2.000%
2018
$580,000
2.000%
2013
$520,000
2.000%
2019
$595,000
2.250%
2014
$530,000
2.000%,
2020
$615,000
2,250%
2015
$540,000
2,000%
2021
$640,000
2.3 7 5%
2016
$550,000
2.000%
2022
$660,000
1500%
but the Bonds maturing in each of the years 2018 to 2022, inclusive, are subject to redemption
prior to maturity on June 1, 2017, or any date thereafter, upon terms of par and accrued interest.
.Based upon our examination, we are of the opinion, as of the date hereof, that:
The Proceedings show lawful authority for such issue under the laws of the State
of Iowa.
The Bonds and the Loan Agreement are valid and binding general obligations of
the Issuer.
3. All taxable property within the corporate boundaries of the Issuer is subject to the
levy oftaxes to pay the principal of and interest on the Bonds without constitutional or statutory
limitation as to rate Of' amount.
DORSEY & WI-111-NEY LAY - ATTORNEYS AT LAW - WWW,DORSEY,COM - T 515,283.1000
IF 515 283,1060 - 801 GRAND - '-',LII'rF 3D00 - DES MOINE-S, IOWA 50309-2790
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4. The interest on the Bonds (including any original issue discount properly
allocable to an owner thereof) is excluded from gross income for federal income tax purposes.
Interest payable on the Bonds will riot be treated as a preference item in calculating the
alternative minimum tax imposed under the Internal Revenue Code of 1986 (the "Code") with
respect to individuals and corporations and will not be included in the calculation of adjusted
Current earnings for purposes of calculating the federal alternative minimum tax imposed on
corporations. The opinions set forth in the preceding sentence are subject to the condition that
the Issuer comply with all requirements of the Code that must be satisfied subsequent to the
issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross
income for federal income tax purposes. The Issuer has covenanted to comply with each such
requirement. Failure to comply with certain of such requirements may cause the inclusion of
interest on the Bonds in gross income for federal income tax purposes to be retroactive to the
date of issuance of the Bonds.
5. The Bonds are "qualified tax-exempt obligations" within the meaning of
Section 265(b)(3) of the Code. 'I'he opinion set forth in the preceding sentence is subject to the
condition that the Issuer comply with all requirements of the Code that niust be satisfied
subsequent to the issuance of the Bonds in order that the Bonds be, or continue to be, qualified
tax-exempt obligations. The Issuer has covenanted to comply with each such requirement.
We express no opinion regarding other federal tax consequences arising with respect to
the Bonds.
The rights of the owners of the Bonds and the enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, inoratoriurn and other similar laws affecting creditors'
rights heretofore or hereafter enacted to the extent constitutionally applicable, and their
enforcement may also be subject to the exercise of judicial discretion in appropriate cases.
V, NV"[-11TKJr,`V T I P
DORSEY & WHITNEY I U'
No I
UNITED STATES OleA-MERICA
STA,rEOIL TOWA STORYC'OONTV
CITY Ole AMES
GENERAL OBLIGATION CORPORATE PURPOSE BOND, SERIES 2010A
$380,000
RATE MATURITY DATE DATI z CUSIP
2.00% June 1, 2011 September 30, 2010 0308071,'71
11re City of'Arnes (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
Cede & Co.
New York, NY
TARE"[; HUNDIZED EIGHTY' HOUSAND DOLLARS
in lawful money of the United States of America upon presentation and surrender of this Bond at the office of the City'rreasuicr, Ames, Iowa, (hereinafter referred
to as the "Registrar" or the "Paying Agent"), with interest on said sum, until paid, at the rate per annum specified above, from the date ofthis Bond, or front the most
recent interest payment (late on which interest has been paid, on June 1 and December I of each year, commencing June 1, 2011, except as the provisions herernafter
set forth with respect to redemption prior to maturity may be or become applicable herein. 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 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 Registrar.
71iis Bond is one of a series of General Obligation Corporate Purpose Bonds, Series 201 QA (the "Bonds") issued by the City in the principal amount of
$6,690,000, to evidence its obligation under a certain loan agreement, dated as of September 30, 2010 (the "Loan Agreement"), entered into by the City for the
purposes of paying the cost, to that extent, of constructing improvements to streets, bridges and the City Halt and for the acquisition of lire equipment.
The Bonds are issued pursuant to and in strict compliance with the provision-, of Chapters 76 and 384 of the Code of Iowa, 2009, and all other laws
amendatory thereof and supplemental thereto, and in conformity with a resolution of the City Council adopted and approved on September 14, 2010, authorizing and
approving the Loan Agreement and providing for the issuance and securing the payment of the Bonds (the "Resolution"), and reference is hereby nuide to the
Resolution and the Uan Agreement for a more complete statement as to the source ofpaymcnt of (lie Bonds and the rights of the owners of the Bonds.
711t; City reserves the right to prepay part or all of the Bands maturing in each of the years 2018 to 2022, inclusive, prior to and in any order ofmaturity ors
June 1, 2017, or on any date thereafter upon terms of par arid accrued interest. If less than all of the Bonds of any like rnaturity are to be redeemed, the particular part
of those Bonds to be redecirred shall be selected by tire Registrar by lot. The Bonds may be called in pail 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 Registrar will issue and deliver to die 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 redecined shall be sent by electronic racans; or by
certified mail to the registered owners thercofat the addresses shown on the City's registration books not less than 30 days prior to such redemption date. Any notice
of redemption play contain a statement that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for redemption
sufficient to pay the redemption price of the Bonds so called for redemption, and that if funds are not available, such redemption shall be cancelled by wi-itten notice
to the owners of the Bonds called for redemption in the same nianner as the original redemption notice was sent. All of such Bonds as to which the City reserves and
n,cises the right of redemption and as to v,,hich notice, as aforesaid -half have, been given and for the rcdcrnption, of-,vldch funds are duly provided, slall 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 Registrar, after which no transfer shall be valid unless made on said books arid then only upon presentation of this Bond to the Registrar, together with either a
written instrument of transfer satisfactory to the Registrar or the assignment form hercon completed and duly executed by the registered owner or the duty authorized
attorney for such registered owner.
The City, the 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 bercon and for all other purposes, arid the City, the Registrar and the Paying Agent shall not be
affected by any notice to the contrary.
And It Is Hereby Certified arid Recited that all acts, conditions arid things required by the laws arid Constitution of the State of Iowa, to exist, to be had, to
be (lone or to be performed precedent to and in the issue of dais 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 die City for the payment of the principal of and
interest on this Bond is the same will respectively become due; that the faith, credit, revenues and resources arid 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 W1IEfk ]_ )OF, the City of Allies, Iowa, by its City Council, has caused this Bond to be sealed will) tine facsimile of its official seal, to be
executed whin the duty authorized facsimile signature of its Mayor and attested wit lithe duly authorized facsimile signature of its City Clerk, on September 30, 2010
CITY OF A.ME S, IOWA
By
Mayor 7
Attest:
� as a iAk�a,ryi
..w_...... , _.....»
G ty C leik
+ttitN' P-w .,
Registration Date: September 30, 2010
f
REGISTRAR'S CERTIFICATE Gh' AUTTIEN"TICATION
This Bond is one of -the Bonds describes(] in the within -mentioned Resolution.
C;TTY TBEASURGR
Ames, Iowa
Registrar „
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
JT TEN as joint tenants with right of survivorship
and not as tenants in connnon
U`1"MA
(Custodian)
As Custodian for
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)
PIPASE INSERT SOCIAI, SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
and does hereby irrevocably appoint .v, .,,... Attorney, to transfer this Bond on the books kept for registration thereof with full power
of substitution.
Dated:
Signature guaranteed:
_ -i .__ _ _e __..._.._.. _.._._ ..___ __ .,n,_c ._._. _____... -___._ .__._ , . .
(Sigi natareguarantee must be provrdedrrr accordance with the prevailing standards arid
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 prograrrn.)
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.
LOAN AGREEMENT
This Loan Agreement is entered into as of September 30, 2010, by arid between the City of Ames, Iowa
(the "City"), and Robert W. Baird & Co., Milwaukee, Wisconsin (the "Purchaser"), The pat -ties agree as follows:
I. The Purchaser shall loan to the City the sum of $6,690,000, and the City's obligation to repay
hereunder shall be evidenced by the issuance of General Obligation Corporate Purpose Bonds, Series 2010A in the
aggregate principal rrrrlorult of $6,690,000 (the "Bonds"),
2. The City has adopted a resolution on September 14, 2010 (the -Resolution") authorizing and
approving this Loan Agreement and providing for the issuance of the Bonds and the levy of taxes to pay the
principal of arid interest on the Bonds for the purpose or purposes set forth in the Resolution. The Resolution is
incorporated herein by reference, and the parties agree to abide by the terms and provisions of" the ReSOIL16011. In
and by the Resolution, provision has been made for the levy of a sufficient C011tint.1ing annual tax on all the taxable
property within the City for the payment of the principal of and interest on the Bonds as the same will respectively
become due, and the City has irrevocably pledged the faith, credit, revenues and resources and all the real arid
personal property of the City for the full and prompt payment of the principal of and interest on the Bonds.
3. The Bonds, in substantially the form set forth in the Resolution, shall be executed and delivered to
or on behalf` of the Purchaser to evidence the City's obligation to repay the amounts payable hereunder, The Bonds
shall be dated September 30, 2010, shall be in denominations of $5,000 or integral multiples thereof, sliall bear
interest, shall be payable as to principal on the dates arid in the amounts, shall be subject to prepayment prior to
maturity and shall contain such other terms and provisions as provided in the Bonds and the Resolution.
4. This Loan Agreement is executed pursuant to the provisions of Section 384.24A of the Code of
Iowa and shall be read and construed as conforming to all provisions and requirements of the statute.
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written.
Attest:
City Clerk
CITY OF AMES, IOWA
By.
Maor y
ROBERT W. BAIRD & CO.
Milwaukee, Wisconsin
. ..........
By.
(Signature)
26
(Print Name arid Title)
Ames / 41% 370-43 / CDC
CONTINUING DISCLOSURE CERTIFICATE
'This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and
delivered by the City of Ames, Iowa (the "Issuer"), in connection with the issuance of
$6,690,000 General Obligation Corporate Purpose Bonds, Series 2010A (the "Bonds") dated
September 30, 2010. The Bonds are being issued pursuant to a resolution of the Issuer approved
on September 14, 2010 (the "Resolution"). The Issuer has complied in all material respects with
any undertaking previously entered into by it under the Rule, as hereinafter defined. The Issuer
covenants and agrees as follows:
Section 1. j1-qqjoW,,of the Disclosure '" Cert , if , cate. This Disclosure Certificate is being
executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the
Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-
12(b)(5),
Section 2. Definitions. In addition to the definitions set forth in the Resolution,
which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined
in this Section, the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to,
and as described in, Sections 3 and 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean any person which (a) has the power, directly or
indirectly, to vote or consent with respect to, or to dispose of ownership of, arly Bonds
(including persons holding Bonds through nominees, depositories or other intermediaries), or
(b) is treated as the owner of any Bonds :for federal income tax purposes.
"f)issen-unation Agent" shall mean the Dissemination Agent, if any, designated in
writing by the Issuer and which has filed with the Issuer a written acceptance of such
designation.
"Holders" shall mean the registered holders of the Bonds, as recorded in the registration
books of the Registrar.
"Listed Events" shall iriean any of the events listed in Section 5(a) of this Disclosure
Certificate.
"Municipal Securities RUlemaking Board" or "MSRB" shall mean the Municipal
Securities RUlemaking Board, 1.900 Duke Street, Suite 600, Alexandria, VA 22314.
"National Repository" shall mean, at any point in time, a nationally recognized
municipal securities information repository which is then recognized as such by the Securities
and Exchange Commission, initially including but not limited to the entity listed on the attaclie(l
Exhibit A.
"Participating Underwriter" shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
Ames / 4 19,370-43 /CDC
"Repository" shall mean each National Repository and each State Repository.
"Rule" shall mean. Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission tinder the Securities Exchange Act of 1934, as the same may be amended from
time to time.
"State" shall mean the State of Iowa.
"State Repository" shall mean any public or private repository or entity designated by
the State as a state repository for the purpose of the Rule and recognized as such by the
Securities and Exchange Commission. As of the date of this Certificate, there is no State
Repository.
Section 3. Provision off nn al,ReI�a1•ts.
(a) As soon as available but not later than 365 days after the end of the Issuer's
fiscal year (presently June 30), commencing with the report for the 2009-2010 fiscal year, the
Issuer shall, or shall cause the Dissemination Agent (if any) to, provide to each National
Repository an electronic copy of its Annual Report which is consistent with the requirements
of Section 4 of this Disclosure Certificate and which Annual Report is in a format and
accompanied by such identifying information as prescribed by the MSRB. The Annual Report
may be submitted as a single document or as separate documents comprising a package, and
nay cross-reference other information as provided in Section 4 of this Disclosure Certificate;
provided that the audited financial statements of the Issuer may be submitted separately from
the balance of the Annual Report and later than the date required above for the filing of the
Annual Report if they are not available by that date. If the Issuer's fiscal year changes, it shall
give notice of such change in the same mariner as for a Listed Event under Section 5(c).
(b) If' the Issuer has designated a Dissemination Agent, then not later than fifteen
(15) business days prior to the filing date in Section 3(a), the Issuer shall provide the Annual
Report to the Dissemination Agent.
(c) If the Issuer is unable to provide an Annual Report by the date require(] in
subsection (a), the Issuer shall, or shall cause the Dissemination Agent (if any) to, send a
notice to each National Repository stating (1) that there has been a failure to provide all
Annual Report on or before the date specified in this Disclosure Certificate and (2) the (late by
which the Issuer will be able to provide the required report.
(d) The Dissemination Agent (if any) shall file a report with the Issuer certifying
that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the
date it was provided and confirming that it was filed with each National Repository.
Section 4. Content ofAnnual_ lZenorts. The Issuer's Annual Report shall contain or
incorporate by reference the following:
(a) The audited financial statements of the Issuer for the prior fiscal year, prepared
in accordance with generally accepted accounting principles promulgated by the Financial
Accounting Standards Board as modified in accordance with the governmental accounting
WA
Aries / 41 MO-43 / CDC
standards promulgated by the Governmental Accounting Standards Board or as otherwise
provided Linder State law, as in effect from time to time, or, if and to the extent such financial
statements have not been prepared in accordance with generally accepted accounting
principles, noting the discrepancies therefrom and the effect thereof. If the Issuer's audited
financial statements are not available by the time the Annual Report is required to be filed
pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a
format similar to the financial statements contained in the final Official Statement, and the
audited -financial statements shall be filed in the same manner as the Annual Report when they
become available.
(b) Tables, schedules or other information contained in the Official Statement for the
Bonds, under the following captions:
Direct Debt
Overlapping.Debt
Debt Limit
General Fund Budgets
2009 Gross Taxable Valuation by Class of Property
l/l/2009 Valuations
Levies and 'fax Collections
Larger Taxpayers
The information to be provided pursuant to Section 4(b) may be unaudited, but is to
be certified as to accuracy and completeness in all material respects by the Issuer's chief
financial officer to the best of his or her knowledge, which certification may be based on the
reliability of information obtained from governmental or other third party sources. Any or
all of the items listed above may be included by specific reference to other documents,
including official statements of debt issues of the Issuer or related public entities, which are
available to the public on the MSRB's web site or are filed with the Securities and Exchange
Con-u-nission. If the document included by reference is a final official statement, it must be
available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify
each such other document so included by reference.
Section 5. -9
(a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to
be given, notice of the occurrence of any of the following events with respect to the Bonds, if'
material:
(1) principal and interest payment delinquencies;
(2) rion-payment related defaults;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties;
M
Ames /41"370-43 /CDC
(5) substitution of credit or liquidity providers, or their failure to
perform;
(6) adverse tax opinions or events affecting the tax exempt status of
the security;
(7) modifications to rights of security holders;
(8) Bond calls;
(9) defeasances;
(10) release, substitution, or sale of property securing repayment of the
securities; and
(11) rating changes.
(b) Whenever the Issuer obtains the knowledge of the occurrence of a Listed Event,
the Issuer shall as soon as possible determine if such event would be material under applicable
federal securities laws.
(c) If the Issuer determines that knowledge of the occurrence of a Listed Event would
be material under applicable federal securities laws, the Issuer shall promptly file a notice of
such occurrence with each National Repository. Notwithstanding the foregoing, notice of Listed
Events described in subsections (a) (8) and (9) need not be given tinder this subsection Emy
earlier than the notice (if any) of' the underlying event is given to Holders of affected Bonds
pursuant to the Resolution.
Section 6. 'r ' ermination " of ' Report - i ' ng,q
QbJJ.gti-on., The Issuer's obligations nuclei. this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment
in full of all of the Bonds or upon the Issuer's receipt of an opinion of nationally recognized
Bond counsel to the effect that, because of legislative action or final judicial action or
administrative actions or proceedings, the failure of the Issuer to comply with the terms hereof
will riot cause Participating Underwriters to be in violation of the Rule or other applicable
requirements of the Securities Exchange Act of 1934, as amended. If such termination occurs
prior to the final maturity of the Bonds, tire Issuer shall give notice Of such termination in the
same manner as for a Listed Event under Section 5(c).
Section 7. Dissemination Agent. The Issuer may, frorn time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Certificate, and may discharge any such Agent, with or without appointing a successor
Dissemination Agent, The Dissemination Agent shall not be responsible in any manner for the
content of any notice or report prepared by the Issuer purSUclut to this Disclosure Certificate, 'File
initial Dissemination Agent shall be the Issuer.
Section 8. Amendment ', ' Waiver. Notwithstanding any other provision of this
Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of
this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
-4-
Acres / 419370-43 / CDC
(a) If the amendment or waiver relates to the provisions of Section 3(a), 4, or 5(a), it
may only be made in connection with a change in circumstances that arises from a change in
legal. requirements, change in law, or change in the identity, nature or status of an obligated
person with respect to the Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, ill the
opinion of nationally recognized Bond counsel, have complied with the requirements of the Rule
at the time of the original issuance of the Bonds, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the Holders of the Bonds in
the same manner as provided in the Resolution for amendments to the Resolution with the
consent of Holders, or (ii) does not, in the opinion of nationally recognized Bond counsel,
materially impair the interests of the Holders or Beneficial Owners of the Bonds.
In the event of any amendment or waiver of a provision of this Disclosure Certificate,
the Issuer shall describe such amendment in the next Annual Report, and shall include, as
applicable, anarrative explanation of the reason for the amendment or waiver and its impact on
the type (or in the case of a change of accounting principles, on the presentation) of financial
inforniation or operating data being presented by the Issuer. In addition, if the amendment
relates to the accounting principles to be followed in preparing financial statements, (i) notice
of such change shall be given in the same manner as for a Listed Event Linder Section 5(c), and
(ii) the Annual Report for the year in which the change is i-riade will present a comparison or
other discussion in narrative form (and also, if feasible, in quantitative form) describing or
illustrating the material differences between the financial statements as prepared oil the basis of
the new accounting principles and those prepared on the basis of the former accounting
principles.
Section 9. Ad " d " i " tion ' al " hit'ormation. Nothing in this Disclosure Certificate shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or
including any other information in any Annual Report or notice Of Occurrence of a Listed Event,
in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to
include any information in any Annual Report or notice of occurrence of a Listed Event in
addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have
no obligation under this Certificate to update such information or include it in any future Annual
Report or notice of occurrence of a Listed Event.
Section 10. Default, In the event of a failure of the Issuer to comply with any
provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Bonds may
take Such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the Issuer to comply with its obligations under this
Disclosure Certificate. Direct, indirect, consequential and punitive damages shall not be
recoverable by any person for any default hereunder and are hereby waived to the extent
permitted by law. A default under this Disclosure Certificate shall not be deemed an event of
default under the Resolution, and the sole remedy under this Disclosure Certificate in the
-5-
Ames / 4, 9370-43 / CDC
event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action
to corripel perf'ornia rice.
Section 11. Duties,- Immunities and Liabilities of Dissemination.. Agent. The
Dissemination Agent shall have only such duties as are specifically set forth in this
Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent,
its officers, directors, employees and agents, hart'riless against any loss, expense and
liabilities which it may incur arising out of or in the exercise or performance of its powers
and duties hereunder, including the costs and expenses (including attorneys' fees) of
defending against any claim of liability, but excluding liabilities due to the Dissemination
Agent's negligence or willful misconduct. The obligations of the Issuer under this Section
shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the
benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and Holders
and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other
person or entity.
Dated: September 30, 2010
Attest:
City Clerk
By
. .......... Mayor
-6-
Anics / 4 19370-43 / CDC
EXHIBIT A
RECOGNIZED NiVrIONAL.R-EPOSITORY
Municipal Securities Rulemaking Board
1900 Duke Street, Suite 600
Alexandria, VA 22314
Littil.:L/ mma.1-nsrb.ory
- .... . ......... .
410370 43
'I'formation Return for Tax -Exempt Governmental Obligations
r 8038-G I il i i—i— 61t—.1 Povpntip rndno section 1 49W 1 -- —
(k,,, J, May 20 10) Y See separate instructions.
DQP, �1 VI"Int Of 1he I, ca's y -GC.
ln�ml ai Re,erm. Caution: If the issue price is under $100,000, use Forrn 8038
Authority
,,arjer's nafne 1 2
Issutr s arriployer iderrtifiGM!011 nurnberr r "I
City of Antes, Iowa
42 6004218 . ... .......
3
N, om/sui
iinber and �,A�eet (or P.O. box if rnail is not delivered to street address)
t number (For IRS Use 0111y)
a
515 Clark Avenuefit
5
city, town, or p o s I office a t at P i i i d Zf I co( to 6
Date of issue
Ames, Iowa 50010-0811
. .. ... .......
September 30, 2010
. ............ I-- ....... ...
7
..... ...... .............
Na[Tle of SSU6
CUSIP nUmucr
General Obligation Corporate Purpose Bonds, Series 2010A .. ... ........
0113101180-71-11-1 2-0...--, w.
9
Name and title of officey of the Issuer or other person wham the IRS may call for more information
Telephone number of officer or other person
Robert E, Josten / Dorsey & Whitney LLP Bond Counsel
515 283.1000
..............
MM . ..... —ins—tru --- ct--i-o-n-s� a-r-) d--a-itach schedule
. .................... ...... . .. ...
.............. .......... ..... .
11
Education
11
12
Health and hospital . . . . . . . . . . . . . . .
13
Transportation . . . . . . . . . . . . . . . . . . .
14
14
Public safety . . . . . . . . . . . . . . . .
.
15
Environment (including sewage bonds) . . . . .
15 ---
16
Housing . . . . . . . . . . . . . . . .
. 16
17
17
Utilities . . . . . . . . . . . . . . . . . .
. ... .......... ........ ....
18
. . . .
Other. Describe Ill irnprovernents to streets, bridges,,City of fire equip 18 6,782,919 15
19
.n!j;,acquisition
If obligations are TANS or RAl check only box 19a
U
If obligations are BANS, check only box 19b . . . . . . . . .
20
If obligations are in the form of a lease or installment sale, check box . . . . . .
.
Description f Obf ations. Complete or the entire issue for which this form is belnr filed
........... . . . ... . ......... ... . . .. -- . .. .................. . ....... --V
(c) Stated redemption (d) Weighted
(a) Final maturity date (b) Issue price (e) Yield
price at maturity average maturity
21ZJ 1, 2022 $ 782,919 $ 6,690,000 6.5138 years 1,9738 %
Uses of Proceeds of Bond Issue..�.includiiig,,,4!lderwriters",discouiit)
... . . ..... ........... .. . ... .......
22
22 Proceeds used for accrued interest. . . . . . . . . . . .
23 Issue price of entire issue (enter amount from line 21, column l l 2,3 . ..... -6-17-8.21,911-9
24 77,888
24 Proceeds used for hand issuance costs (including underwriters' discount) 75
25 Proceeds used for credit enhancement . . . . . . . . . .
....... ... ... . 26 Proceeds allocated to reasonably required reserve or replacern27 ent fund . . .... ...... ..... . ........ . ....... .. . .........
27 Proceeds used to currently refund prior issues . ...... ... .. . ;0
28 Proceeds used to advance refund prior issues 28Ht
29 Total (add lines 24 through 28) . . . . . . . . . . . . . i 29 77,8881
30 Nonrefu ssue�Sub�tra�Lllne 29 from line 23 and enter arnount h 30 40
= . ........ Description of Refunded Bonds _(qoq!qfqtthis only for
... . ........ . . ............
31 Enter the remaining weighted average maturity of the bonds to be currently refunded
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 (MM/DD/YYYY)
34 Enter the date(s) the refunded_bonds were issued l (MM/DDNYYY)
For Privacy Act and Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 5-2oio)
Page 2
Form rtoW,-G, (Rev, 5-2010) — -----
...
IU . .. . ..............
35 (Diter the amount of the stzite volume, cap allocated to the issue under section 141(b)(5)
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see 36p, instructions) . . . . . . . . . . . . . . . .
la Enter the final maturity date of the CHIC 0-
37 Pooled financings: a Proceeds of this Issue that are to be used to make loans to other
governmental units . . . . . .
to If this issue is a loan made frorri the proceeds of another tax-eX0rT)Pt issue, check box 0- and3 enter the narne of the
issuer clate of the
38 if then has designated the issue j-jrjd(,j, section 265(b)(3)(13)(i)(111) (small issuer exception), check box
FA
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . .
40 If the is has identified a hedge, check box
----- -- ----
Under pomalkies, of perjury, I declare that I have examined this return and accompanying schedLI10S and stateff)OMS, and to the t)est of my knowledgeIfIS'S (.Ji,"
,Cj0ct1,,a Of tj)e ISSoGrIs retUrIl information, rloCessayy
SignatUre ""I belief, they are true, correct, and complete I further d0clWO that I cOrlsorlt to tIle
to pmce3s tl�ii�, rpturn, to jfl�&.qerson that I have authorized above.
and I
Clerk
Consent print name and tifle,
K A k"/ --, -10-1111 -
Signature of SSLAJ`� puthorized representative Date Type or p
Paid 7 te -----jCIieck if Preparer's SSN or PTIN
si nature .if moived El P01075995
- --------- -- -
Preparer's rsey & Whitney LILP 41 �0223337
Use Only yo rs its, If -empi, V,( ...... . ....... ... t'iN- - -.1- -- -- I -- I
Phone no.
a d Ld, q I Z ' c . 8 1 Grand, SUite 3900, Des Moines, 1A 5036c1----.Phone n �-L5l 5 283-1000
Form 8038-G (nev, 5-2010)
Ames / 419310-43 /.7"' '/� Iss
Pt as Return To:
DORSEY & WHITNEY
AT'I''ORNEYS AT LAVI
801 Grand, S�dt- 1900
DE3 Pohl.: , �CVV �
MINUTES TO ISSUE BONDS r is
419370-43
Agnes, Iowa
September 14, 2010
The City Council of the City of Ames, Iowa, met on September 14, 2010, at Sja^z;=n
o'clock...-- _.rn., at the ..ci.ty_j,,(.jjjj:L(;j_L L Ames, Iowa.
The meeting was called to order by the Mayor, and the roll was called showing the
following Council Members present and absent:
Present: D Larson , -1 avis, Goodman,
Absent:
After due consideration and discussion, Council Member mah.'aylai ........... .. .. -
introduced the resolution next hereinafter set Out and moved its adoption, seconded by Council
Member Wacha m, The Mayor put the question upon the adoption of said resolution,
and the roll being called, the following Council Members voted:
Ayes:
Nays:
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:
a
City Clerk
Mayor
-1-1
DORSEY & WHrrNEY LLP, ATTORNEYS, DE'S MOINES, IOWA
Ames / 419370-43,,."'d Vi Iss
RESOLUTION NO. 10-417
. Resolution authorizing the issuance of General Obligation Corporate Purpose
Bonds, Series 2010A, and providing for the levy of taxes to pay the same
WIJEREAS, pursuant to notice of the proposed action of the City Council of Ames, Iowa
(the "City") to institute proceedings to enter into loan agreements in a total amount not to exceed
$6,690,000, for the purposes of paying the cost, to that extent, of constructing improvements to
sti-ects, bridges arid the City Hall and for the acquisition of fire equipment (the "Projects")
heretofore given in strict compliance with the provisions of Chapter 384 of the Code of Iowa and
hearings held thereon, the Council has previously taken additional action to authorize a single
loan agreerrient (the "Loan Agreement") and to authorize the issuance of General Obligation
Corporate Purpose Bonds, Series 2010A in an amount not to exceed $6,690,000 (the "Bonds");
and
WHEREAS, pursuant to advertisement of sale, bids for the purchase of the Bonds to be
issued in evidence of the City's obligation under the Loan Agreement were received and
canvassed on behalf of the City and the bid of Robert. W. Baird & Co., Milwaukee, Wisconsin,' '
(the "Purchaser"), 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, Iowa, as
follows:
Section 1. The Bonds are hereby authorized to be issued in evidence of the obligation
of the City under the Loan Agreement, in the total aggregate principal amount of $6,690,000, to
be dated September 30, 2010, in the denomination of $5,000 each, or any integral multiple
thereof, 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 Annian
2011
$380,000
2.000%
2017
$565,000
2.000%
2012
$515,000
1000%
2018
$580,000
2.000%
2013
$520,000
2.000%
2019
$595,000
2.250%
2014
$530,000
2.000%o
2020
$615,000
2.250%
2015
$540,000
2.000%
2021
$640,000
2.3 7 5 %
2016
$550,000
2.000%
2022
$66000
2.500%
The City Treasurer, Ames, Iowa, is hereby designated as the Registrar and Paying Agent
for the Bonds and may be hereinafter referred to as the "Registrar" or the "Paying Agent."
The City reserves the right to prepay part or all of the Bonds maturing in each of the
years 2018 to 2022, inclusive, prior to and in any order of maturity on June 1, 2017, or on any
date thereafter upon 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 those Bonds to be redeemed shall be selected
-2-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
A rnes / 419370-43 1/� Iss
by the Registrar by lot. 71'he 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 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 an-IOUnt equal to the Urtredeenred balance of the original Bond. Notice of such
redemption as aforesaid identifying the Bond or Bonds (or portion thereof) to be redeemed shal I
be sent by electronic means or rnailed by certified mail to the registered owners thereof at the
addresses shown on the City's registration books not less than 30 days prior to such redemption
date. Any notice of redemption may contain a statement that the redemption is conditioned upon
the receipt by tl,.ie Paying Agent of funds on or before the date fixed for redemption sufficient to
pay the redemption price of the Bonds so called for redemption, and that if funds are not
available, such redemption shall be cancelled. by written notice to the owners of the Bonds called
.for redemption in the same niaruier as the original redemption notice was sent. 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 ofwhich funds are duly provided, shall
cease to bear interest on the redemption (late.
Accrued interest on the Bonds shall be payable semiannually ori the first day of June and
December in each year, commencing June 1, 2011. 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 registration books of the City ,it the close of
business Oil the fifteenth day of the month next preceding the interest payment date and shall be
paid by check or draft ri-lailed 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 tire Paying Agent.
The Bonds shall be executed on behalf ofthe City with the official rnai L I lal. or facsimile
signature of the Mayor and attested with the official inanual or facsimile signature of the City
Clerk and shall have the City's sea] impressed or printed thereon, and shall be fully registered
Bonds Without interest coupons. In case any officer whose signature or the faesinute 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.
I I lie Bonds shall. not be valid or become obligatory for any purpose until the Certificate of
Authentication thereon shall have been signed by the Registrar.
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 Registrar, and after such registration, payment of
the principal thereof and interest thereon shall be made only to the registered owncrs or their
legal representatives or assigns. Each Bond shall be transferable only upon the registration
books of the City Upon presentation to the Registrar, together with either a written instrument of
transfer satisfactory to the Registrar or the assigrinient form thereon completed and duly
executed by the registered owner or the duly authorized attorney for such registered owner.
-3-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames / 4193 70-43 / 2"" V2 Iss
The record and identity of the owners of the Bonds shall be kept confidential as provided
by Section 22.7 of the Code of1owa.
Section 2. 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'Fhe 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 systern 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 I-XIV, the City will
discontinue the book -entry system with DTC. If the City does not select another qualified
Securities depository to replace Urc (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, fiffly 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 rriaturity in connection with redemptions or
retirements by call or payment, and in such event, such depository will then rnairitain 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 D'FC in the amount of such Participant's interest in the Bonds, which will be confirmed in
accordance with DT C'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.
As used herein, the terin "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,
-4-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Arrays / 419370-43 ! 2" %, Iss
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 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 3. The Bonds shall be in substantially the following form:
-5-
DORSEY & WHITNEY LIT, ATTORNEYS, DES MOINES, IOWA
Arnes / 419370-43 / 2"' V� Iss
(Form of Bond)
UNITED STATES OFAMERICA
STATE OF IOWA STORY COUNTY
CITY OF AMES
GENERAL OBLIGATION CORPORATE PURPOSE BOND, SERIES 2010A
No. $--
RATE MATURITY DATE DATE CUSH"i
`yo June I, . ...... September 30, 2010 030807 __ _
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
Cede & Co.
New York, NY
or registered assigns, the principal surn of
DOLLARS
in lawful money oftIre'tJnited States of America upon presentation and surrender of this Bond at
the office of"the City Treasurer, Ames, Iowa, (hereinafter referred to as the "Registrar" or the
"Paying Agent"), with interest on said SUrn, until paid, at the rate per annurn 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 Junc 1, 201.1, 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 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 Registrar.
'This Bond is one of a series of General Obligation Corporate Purpose Bonds, Series
2010A (the ".Bonds") Issued by the City in the principal amount of $6,690,000, to evidence its
obligation under a certain loan agreement, dated as of September 30, 2010 (the "Loan
Agreement"), entered into by the City for the purposes of paying the cost, to that extent, of'
constructing improvements to streets, bridges and the City Hall and for the acquisition of fire
equipment.
- 6-
DORSE,Y & WHITNEY LIT, ATTORNEYS, DES MINES, IOWA
Ames / 4192'/0-43 /2" 1/2 Iss
The Bonds are issued pursuant to and in strict compliance with the provisions of
Chapters 76 and 384 of the Code of Iowa, 2009, arid all other laws amendatory thereof arid
Supplemental thereto, and in conformity with a resolution of the City Council adopted and
approved on September- 14, 2010, authorizing and approving the Loan Agreement arid providing
for the issuance and securing the payment of the Bonds (the "Resolution"), and reference is
hereby made to the'ReSDILItion and the Loan Agreement for a more complete statement as to the
source of payment of the Bonds and the rights of the owners of the Bonds.
The City reserves the right to prepay part or all of the Bonds maturing in each of the
years 2018 to 2022, inclusive, prior to and in any order of maturity on June 1, 2017, or on any
date thereafter upon 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 those Bonds to be redeerried shall be selected
by the Registrar by lot. The Bonds iriay 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
recleerried, the Registrar will issue air([ 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 arnount cclLial to the unredeenied. balance of the original Bond. Notice of such
redemption as aforesaid identifying the Bond or Bonds (or portion thereof) to be redeemed shall
be sent by electronic means or mailed by certified mail to the registered owners thereof at the
addresses shown on the City's registration books not less than 30 days prior to such redemption
date. Any notice of redemption may contain. a statement that the redemption is conditioned upon
the receipt by the Paying Agent of funds on or before the date fixed for redemption sufficient to
pay the redemption price of the Bonds so called for redemption, arid that if funds are not
available, sLich recleniption shall be cancelled by written notice to the owners of the Bonds called
for redemption in the same manner as the original redemption notice was sent. All of such
Bonds as to which the City reserves and exercises the right of redemption arid 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 Registrar, after which no
transfer shall be valid unless made on said books and then only upon presentation of this Bond to
the Registrar, together with either a written instrument of transfer satisfactory to the 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 Registrar arid the Paying Agent may clecin and treat the registered owner
hereof as tire absolute owner for the purpose of receiving payment of or on account of principal
hereof, premium, if any, and interest clue hereon and for all other purposes, and the City, the
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 arid have been properly existent, had, done and
performed in regular and due lbrin and time; that provision has been made for the levy of a
sufficient continuing airrival tax on all the taxable property within the City for tire payment of the
principal of and interest on this Bond as the same will respectively becorrie due; that the Pith,
-7-
DORSEY & WHITNEY LLP, ATfORNIHYS, DES MOINE'S, IOWA
Aries / 419370-43 / 2 ad V 2 ISS
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 WHERE -OF, the City of Aines, Iowa, by its City Council, has caused
this Bond 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 September 30, 2010,
CITY OF AMES, IOWA
Mayor
Attest:
_--__PQ tTOT SIGNJ_..
City Clerk
(SEAL)
Registration Date: (Registration Date)
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within -mentioned Resoh.ition.
CITY TREASURER
Ames, Iowa
Registrar
By ._,__.__,,,(,Authorized Si �nat i ) --------
City Treasurer
-8-
DORSFY & WHITNEY LI-P, ATT0R-N;f.`,YS, DFS MOINES, IOWA
Ames / 4193 70-43 / 2" 1/2 Iss
T lie 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 CO M - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as
tenants in con-urion
(Custodian)
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
assigiis this Bond to
(Please print or type name and address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER CIF ASSIGNEE
and Attorney, to trans.ter
nd does hereby irrevocably appoint — - ------ ----------- this Bond on the books kept for registration thereof with full 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.
-9-
DORSFY & WHITNEY LUI, ATTORNEYS, DES MOINFS, IOWA
Anies / 4 f 9270-43 / 2"' V2 Iss
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 Registrar for
registration, authentication and delivery to or on behalf of the Purchaser, upon receipt of the loan
proceeds, and all action heretotbre taken in connection with the Loan Agreement is hereby
ratified and confirmed in all respects.
Section 5. For the purpose of providing for the levy and collection of a direct annual
tax sufficient ficient to pay the principal of and interest on the Bonds as the same become due, there is
hereby ordered levied on all the taxable property in the City in each of the years while the Bonds
are outstanding, a tax sufficient for that purpose, and in furtherance of this provision, but not in
limitation thereof., 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, to -wit:
For collection in the fiscal year beginning July 1,
2011,
sufficient to produce the net annual sum of $649,925;
For collection it) the fiscal year beginning July 1,
2012,
sufficient to produce the net annual sum of $644,625;
For collection in the fiscal year beginning July 1,
2013,
sufficient to produce the net annual sum of $644,225;
For collection in the fiscal year beginning July 1,
2014,
sufficient to produce the net annual sum of $643,625;
For collection in the fiscal year beginning July 1,
2015,
sufficient to produce the net annual sum of $642,825;
For collection in the fiscal year beginning July 1,
2016,
sufficient to produce the net annual sum of $646,825;
For collection in the fiscal year beginning July 1,
2017,
sufficient to produce the net annual sum of $650,525;
For collection in the fiscal year beginning July 1,
2018,
sufficient to produce the net annual sum of $653,925;
For collection in the fiscal year beginning July 1,
2019,
sufficient to produce the net annual sum of $660,538;
For collection in the fiscal year beginning July 1,
2020,
sufficient to produce the net annual sum of $671,700;
For collection in the fiscal year beginning July 1,
2021,
sufficient to produce the net annual sum of $676,500.
(such taxes being supplemental and additional to
taxes
previously authorized by the City Council on February
23,
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Amus, / 419370-43 1 2'd V2, Isi
2010 for this purpose for collection in the fiscal year
beginning July 1, 2010).
Section 6. 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 aniotilit 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 7. The interest or principal and both of them falling due in any year or years
shall, if necessary, be paid proiriptly 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 surn thus advanced.
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.
Section S. 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 incorne 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
teri'n is used in Section 265(b)(3)(B) of the Internal Revenue Code.
Section 9. 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) (tile "Rule") that make it unlawful for an underwriter to participate in the primary
offering Of InUllicipal 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, all underwriter 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.
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Ames / 419-",
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,
Section 10. All resolutions or parts thereof in conflict herewith are hereby repealed to
the extent of such conflict.
Attest:
Passed and approved September 14, 2010.
Mayor
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DORSEY & WHITNEY LIT, ATTORNEYS, DES MOINES, IOWA
Ames / 4195 1 u 2 `1 1/2 1 s s
STATE OF IOWA
COUNTY OF STORY SS:
CITY OF AMES
1, the undersigned, City Clerk of the City of Ames, do hereby certify that as such City
Clerk I have in my possession or have access to the complete corporate records of the City and of
its Council and officers and that I have carefully compared the transcript hereto attached with
those corporate records and that the transcript hereto attached is a true, correct and complete
copy of all the corporate records in relation to the adoption of a resolution authorizing and
approving a certain Loan Agreement and providing for the issuance of $6,690,000 General
Obligation Corporate Purpose Bonds, Series 201 OA, of the City evidencing the City's obligation
under the Loan Agreement and that the transcript hereto attached contains a true, correct and
complete statement of all the measures adopted and proceedings, acts and things had, done and
performed up to the present time with respect thereto.
I further certify that no appeal has been taken to the District Court from the decision of
the City Council to enter into the Loan Agreement, to issue the Bonds or to levy taxes to pay the
principal of and interest on the Bonds.
WITNESS MY HAND thisday of 2010.
J
City Clerk
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DORSEY & WHITNEY LIT, ATTORNEYS, DES MOINES, IOWA
Ames / 419370-43 / 2d '/2 Iss
STATE OF IOWA
SS:
COUNTY OF STORY
I, the undersigned, County Auditor of Story County, in the State of Iowa, do hereby
certify that on the —�2o"" day of September, 2010, the City Clerk of the City of Ames filed in
my office a certified copy of a resolution of such City shown to have been adopted by the City
Council and approved by the Mayor thereof on September 14, 2010, entitled: "Resolution
'ILIthorizing the issuance of General Obligation Corporate Purpose Bonds, Series 2010A, and
providing for the levy of taxes to pay the same" and that I have duly placed the copy of the
resolution on file in my records.
I further certify that the taxes provided for in that 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, 2011, and subsequent years as provided in the resolution, such taxes being
supplemental and additional to taxes for this purpose previously authorized by the City on
February 23, 2010 for collection in the fiscal year beginning July 1, 2010.
WITNESS MY HAND this 20'frl day of September, 2010.
q
C-/0uIiiy An - it r
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA