HomeMy WebLinkAboutA062 - Closing Certificate of the Issuer dated November 20, 2012 CLOSING CERTIFICATE OF THE ISSUER
We, the undersigned Mayor and City Clerk of the City of Ames, Iowa (the "Issuer")
hereby certify on this 20th day of November, 2012 (the"Dated Date")that:
l. Execution of Bonds. We are the officers, respectively, as indicated, of the Issuer.
In pursuance of law and a resolution adopted by the City Council of the Issuer on November 13,
2012 (the "Bond Resolution") authorizing the issuance of the following described Bonds, there
have been duly prepared and executed on behalf of the Issuer $26,000,000 aggregate principal
amount of Hospital Revenue Bonds (Mary Greeley Medical Center), Series 2012 of the Issuer,
dated the date of delivery (the "Bonds") maturing, bearing interest and being subject to
redemption in accordance with the provisions of an Indenture of Trust dated as of June 1, 2003
(the "Original Indenture") as amended and supplemented by the First Supplemental Indenture of
Trust dated as of October 1, 2011 (the "First Supplemental Indenture") and a Second
Supplemental Indenture Trust dated as of November 1, 2012 (the "Second Supplemental
Indenture" and, together with the Original Indenture and the First Supplemental Indenture, the
"Indenture"), each among the Issuer, Mary Greeley Medical Center (the "Hospital"), and Wells
Fargo Bank, National Association (the "Trustee"). Each of the Bonds has been executed on
behalf of the Issuer with the facsimile signatures of the Mayor, City Clerk and City Treasurer of
the Issuer; and a facsimile of the seal of the Issuer has been imprinted thereon all as authorized
by the Indenture and the facsimile signature of the Mayor, City Clerk and City Treasurer
appearing thereon are authorized and approved.
2. Delively of the Bonds and Request to Trustee to Authenticate and Deliver the
Bonds and to Deposit Funds. Responsive to the Indenture, the Bonds have been delivered to the
Trustee duly executed on behalf of the Issuer and conforming to the specifications set forth in the
Bond Resolution. We request and authorize the Trustee to authenticate the Bonds, register the
Bonds on the registration books of the Issuer kept by the Trustee, and deliver the Bonds on
behalf of the Issuer to or upon the order of MB Financial Bank (the "Original Purchaser") upon
payment therefor to the Trustee for the account of the Issuer in immediately available funds of
the agreed purchase price therefor, namely $26,000,000. Upon receipt of such purchase price,
we authorize and direct the Trustee to deposit the amounts in the various funds and accounts as
set forth in Section 3.02 of the Second Supplemental Indenture.
3. Incumbency. The undersigned were on the date of the adoption of the Bond
Resolution and Indenture and remain on the date hereof the Mayor and City Clerk, respectively,
of the Issuer, and the persons identified as officials of the Issuer in the City Council proceedings
hereto attached were at such times the officials therein respectively indicated of the Issuer.
4. Documents. We further certify that the following documents are in the forms
which the Mayor and City Clerk of the Issuer are authorized to execute and deliver for and on
behalf of the Issuer and that the same have been duly executed and delivered in the name of and
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4840-2646-9649\2\418663\00044
IN WITNESS WHEREOF, we have hereunto affixed our respective official signatures
and the seal of the Issuer as of the Dated Date.
CITY OF AMES, IOWA
By
Mayor
ATTEST:
City Clerk
(Seal)
[Execution Page for Closing Certificate of the Issuer]