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HomeMy WebLinkAboutA035 - Closing Certificate dated May 17, 2011 Ames/419370-45/Closing Cert&Ur CLOSING CERTIFICATE L Kb,`` We, the undersigned Mayor and City Clerk, of the City of Ames (the "City"), in Story County, Iowa, do hereby certify that we are now and were at the time of the execution of the City's $5,980,000 General Obligation Refunding Bonds, Series 2011 A, dated May 17, 2011 (the "Bonds"), the officers respectively above indicated; and that in pursuance of Chapter 384 of the Code of Iowa, a resolution adopted by the City Council on April 26, 2011 (the "Resolution"), and a loan agreement dated as of May 17, 2011 (the "Loan Agreement"), by and between the City and Hutchinson, Shockey, Erley & Co., Chicago, Illinois (the "Purchaser"), the Bonds have been heretofore lawfully authorized and this day by us lawfully issued and delivered to or upon the direction of the Purchaser and pursuant to the Loan Agreement, the City has received $6,069,680.39, receipt of which is hereby acknowledged, which amount represents the par amount of the Bonds ($5,980,000.00), plus reoffering premium ($104,539.55), minus underwriter's discount ($14,859.16). The Bonds mature on June 1 in each of the years, in the respective principal amounts and bear interest payable semiannually, commencing December 1, 2011, as set forth in the Resolution. Each of the Bonds has been executed with the facsimile signatures of the aforesaid officers, and the Bonds have been fully registered as to principal and interest in the names of the owners on the registration books of the City maintained by the City Treasurer, as the Registrar and Paying Agent(the "Registrar"). We further certify that the Bonds are being issued to evidence the City's obligation under the Loan Agreement entered into by the City for the purpose of paying the cost, to that extent, of refunding the outstanding balance of the City's General Obligation Corporate Purpose Bonds, Series 2002A, dated May 1, 2002; General Obligation Corporate Purpose Bonds, Series 2002B, dated October 15, 2002 and General Obligation Corporate Purpose Bonds, Series 2003, dated September 1, 2003 (collectively the"Refunded Obligations"). We further certify that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City, or the titles of the aforesaid officers to their respective positions, or the validity of the Bonds, or the power and duty of the City to provide and apply adequate taxes for the full and prompt payment of the principal of and interest on the Bonds, and that none of the proceedings incident to the authorization and issuance of the Bonds has been repealed or rescinded. We further certify that no appeal of the decision of the City Council to enter into the Loan Agreement or to issue the Bonds has been taken to the district court. We further certify that all meetings held in connection with the Bonds were open to the public at a place reasonably accessible to the public and that notice was given at least 24 hours prior to the commencement of all meetings by advising the news media who requested notice of the time, date, place and the tentative agenda and by posting such notice and agenda at the City Hall or principal office of the City 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. DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA l Ames/419370-45/Closing Cert&Ur We further certify as follows: 1. The net sales proceeds of the Bonds are $6,084,539.55 (the "Net Sales Proceeds"), the same being the Issue Price (hereinafter defined)thereof. 2.- The estimated sources and uses of funds in connection with the Bonds are as follows: SOURCES . .. ...... ........ . .. . ............................... .. . .................. Par amount of Bonds $5,980,000.00 lPremium _ $104,539.55 $6,084,539.55 USES Underwriter's Discount $14 859.16 !Costs of Issuance $45,125.00 ........ .......... ...... ............ ........ ................ .. ... ....... lRefunding j $6,020,000.00 1 jAdditional Proceeds $4,555 39, $6,084,539.55 a. $59,984.16 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. b. $6,020,000.00 of the Net Sales Proceeds will be used for the redemption of the Refunded Obligations on June 1, 2011, and until such time will be invested by the City without restriction as to yield. C. The Additional Proceeds ($4,555.39) will be expended for any lawful purpose of the City within 45 days of the date hereof. 3. All of the original and investment proceeds of the Refunded Obligations have been expended for the purposes for which they were issued. 4. 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 1 and December 1 and principal of the Bonds on each June 1 (the 12-month period ending on each June 1 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 fund for the immediately preceding Bond Year; or (ii) 1/12 of the principal and interest -2- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/41937045/Closing Cert&Ltr payments on the Bonds for the immediately preceding Bond Year; amounts on deposit in the Debt Service Fund will be invested by the City without restriction as to yield for a period of 13 months after their date of deposit. 5. The weighted average maturity of the Bonds does not exceed 120% of the remaining -reasonably expected economic life of the facilities originally financed by the Refunded Obligations. 6. To our best knowledge and belief, there are no facts, estimates or circumstances which would materially change the foregoing conclusions. On the basis of the foregoing, it is not expected that the Net Sales Proceeds will be used in a manner that would cause the Bonds to be "arbitrage bonds" under Section 148 of the Code and the regulations prescribed under that section. The City has not been notified of any listing or proposed listing of it by the Internal Revenue Service as a bond issuer whose arbitrage certifications may not be relied upon. We further certify that the Purchaser has advised the City that the reasonably expected reoffering price (the "Issue Price") of the Bonds to the public is $6,084,539.55. We further certify that due provision has been made for the collection of taxes sufficient to pay the principal of and interest on the Bonds when due. All payments coming due before the collection of any such taxes will be paid promptly when due from legally available funds. IN WITNESS WHEREOF,we have hereunto affixed our hands, as of May 17, 2011. CITY OF AMES, IOWA By ��� cis'• t� Mayor Att City Clerk -3- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA s ATTACHMENT TO 803 8-G City of Ames, Iowa 42-6004218 Issue Date: May 17, 2011 Part V 31. (a) 5.9208 years; (b) 2.0652 years; (c) 2.5381 years 34. (a) 05/01/2002; (b) 10/15/2002; (c) 09/03/2003