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HomeMy WebLinkAboutA092 - Closing Certificate Please Return To: I Ames/419370-42/FDC-Rev DORSEY & WHITNEY ATTORNEYS AT LAW 801 Grand, Suite 4100 CLOSING CERTIFICATE Des Moines, Iowa 50309 We, the undersigned, Mayor, City Clerk and City Treasurer, of the City of Ames, Iowa (the "City"), do hereby certify as of January 30, 2015 (the "Dated Date"), that we are now and were at the time of the execution of the City's $76,325,000 Taxable Water Revenue Bond, Series 2015 (the "Series 2015 Bond"), the officers of Iowa a respectively cresolutlonove indicated of the City; that in adopted by the City Council on pursuance of Chapter 384 of the Cod January 13, 2015 (the "Resolution"), and a certain Loan and Disbursement Agreement (the "Agreement"), by and between the City and the Iowa Finance Authority, Des Moines, Iowa, as lender (the "Lender"), the Series 2015 Bond has been heretofore lawfully authorized and this day by us lawfully issued and delivered to the Lender and pursuant to the Agreement, the Lender shall loan to the City the maximum sum of$76,325,000. The Series 2015 Bond has been executed by the aforesaid Mayor and City Clerk; the certificate on the back of the Series 2015 Bond has been executed by the aforesaid City Treasurer; and the Series 2015 Bond has been fully registered as to principal and interest in the name of the Lender on the registration books of the City. We further certify that the Series 2015 Bond is being issued to evidence the City's obligation under the Agreement entered into by the City for the purpose of providing funds to pay a portion of the cost of constructing improvements and extensions (the "Project") to the Municipal Waterworks Utility System of the City (the"Utility"). 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 proceedings incident to the authorization of the Series 2015 Bond or in any way concerning the validity of the.Series 2015 Bond or the power and duty of the City to appropriate and apply the Net Revenues (as defined in the Resolution) from the operation of the Utility to the full and prompt payment of the principal of and interest on the Series 2015 Bond, and that none of the proceedings incident to the authorization and issuance of the Series 2015 Bond has been repealed or rescinded. We further certify that no appeal of the decision of the City to enter into the Agreement and to issue the Series 2015 Bond has been taken to the district court. We further certify that the City bonds be derived obligations the operat on of the outstanding secured by or payable from t e revenues to Utility. We further certify that no board of trustees has been created for the management and control of the Utility and such management and control are vested in the Council of the City. We further certify that all meetings held in connection with the Bond 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 -1- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/4193 70-42/FDC-Rev accessible to the public and is the place designated for the purpose of posting notices of meetings. The City intends that it will be the sole owner of the Project and agrees that it will not use, or suffer or permit to be used by any natural person, firm, joint venture, association, partnership, business trust, corporation, public body, agency or political subdivision thereof of any other similar entity ("Person") by lease or other use agreement, any of the Project financed with the Series 2015 Bond proceeds by any Person who is not a "governmental person".as defined in Section 1.141-1 of the Regulations, or if such Person is not a "governmental person" such use meets the requirements set out in Section 1.141-3 of the Regulations, Internal Revenue Service Revenue Procedure 97-13 and Internal Revenue Service Revenue Procedure 2001-39 (or any applicable successor procedures, rulings or regulations) or is allowable private activity pursuant to Section 1.141 of the Regulations and Section 141 of the Code (or any applicable successor procedures, rulings or regulations). The City agrees that it will not allow any other user to use or occupy the Project for any purposes which would cause interest on the Series 2015 Bond to be includable in gross income under Section 103 of the Code if the Series 2015 Bond was being issued as a tax-exempt bond. -2- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA ' 4 Ames/4193 70-42/FDC-Rev IN WITNESS WHEREOF, we have hereunto affixed our hands on the Dated Date. CITY OF AMES, IOWA Mayor City Clerk Treasure -3- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF STORY CITY OF AMES TAXABLE WATER REVENUE BOND,SERIES 2015 No.R-1 $76,325,000 RATE MATURITY BOND DATE 1.75% June 1,2037 January 30,2015 The City of Ames(the"City"),in the County of Story,State of Iowa,for value received,promises to pay hum the source and as hereinafter provided,to the IOWA FINANCE AUTHORITY or registered assigns,the principal sum of SEVENTY-SIX MILLION THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS Interest at the rate specified above shall be payable semiannually on June 1 and December I of each year,commencing June 1,2015,and principal shall be due and payable in installments in the amounts shown on the Principal Payment Schedule hereon on June 1,2018,and annually thereafter on June I in each year until the principal and interest are fully paid;except that the final installments of the entire balance of principal and interest,if not sooner paid,shall become due and payable on June 1,2037. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The City Clerk shall act as Registrar and Paying Agent and may be hereinafter referred to as the"Registrar"or the"Paying Agent'. Payment of the principal of and interest on this Bond and premium,if any,shall be payable at the office of the Paying Agent,to the registered owners thereof appearing on the registration books of the City. All such payments, except full redemption,shall be made to the registered owners appearing on the registration books at the close of business on the fifteenth day of the month next preceding the payment date. Final payment of principal shall only be made upon surrender of this Bond to the Paying Agent. This Bond is one of a series of bonds(the"Bonds")issued by the City to evidence its obligation under a certain Loan and Disbursement Agreement, dated the date hereof(the"Agreement')entered into by the City for the purpose of providing funds to pay a portion of the cost of constructing improvements and extensions(the"Project')to the Municipal Waterworks System of the City(the"Utility"). The Bonds are issued pursuant to and in strict compliance with the provisions of Sections 384.24A and 384.83 of the Code of Iowa,2015,and all other laws amendatory thereof and supplemental thereto,and in conformity with a resolution of the Cty Council authorizing and approving the Agreement and providing for the issuance and securing the payment of the Bonds(the"Resolution"),and reference is hereby made to the Resolution and the 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 Bonds are subject to optional redemption by the City at a price of par plus accrued interest(i)on any date with the prior written consent of the Iowa Finance Authority,or(ii)in the event that all or substantially all of the Project is damaged or destroyed. Any optional redemption of the Bonds by the City may be made from any funds regardless of source, in whole or from time to time in part, in inverse order of maturity upon not less than thirty(30) days notice of redemption by e-mail,facsimile,certified or registered mail to the Iowa Finance Authority(or any other registered owner of the Bonds). The Bonds are also subject to mandatory redemption as set forth in Section 5 of the Agreement. The Bonds are not general obligations of the City but,together with any additional obligations as may be hereafter issued and outstanding from time to time ranking on a parity therewith under the conditions set forth in the Resolution,are payable solely and only out of the future Net Revenues of the Utility of the City,a sufficient portion of which has been ordered set aside and pledged for that purpose. This Bond is not payable in any manner by taxation,and under no circumstances shall the City be in any manner liable by reason of the failure of the said Net Revenues to be sufficient for the payment of this Bond and the interest thereon. 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 and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof,premium,if any,and interest due hereon and for all other purposes,and the City,the Registrar and the Paying Agent shall not be affected by any notice to the contrary. And It Is Hereby Certified,Recited and Declared that all acts,conditions and things required to exist,happen and be performed precedent to and in the issuance of the Bonds have existed,have happened and have been performed in due time,form and manner,as required by law,and that the issuance of the Bonds does not exceed or violate any consitutional or statutory limitation or provision. ' .'46 IN TESTIMONY WHEREOF,the City of Ames, Iowa,has caused this Bond to be executed by its Mayor and attested by its City Clerk,all as of the Bond Date. CITY OF ES,IOWA By Mayor Attest: tttess City Clerk (The following certificate shall be executed on each Bond with the duly authorized signature of the City Treasurer) STATE OF IOWA COUNTY OF STORY SS: CITY TREASURER'S CERTIFICATE CITY OF AMES The original issuance of the Bonds,of which this Bond is a part,was duly and properly recorded in my office as of the Bond Date. City re rer 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 UTMA TEN ENT as tenants by the entireties (Custodian) JT TEN as joint tenants with right of survivorship As Custodian for and not as tenants in common (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. ASSIGNMENT For valuable consideration,receipt of which is hereby acknowledged,the undersigned assigns this Bond to (Please print or type name and address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE and does hereby irrevocably appoint Attorney,to transfer this Bond on the books kept for registration thereof with full power of substitution. Dated: Signature guaranteed: NOTICE: The signature to this Assignment must correspond with the name of the registered owner as it appears on this Bond in every particular,without alteration or enlargement or any change whatever. PRINCIPAL PAYMENT SCHEDULE Due Due June 1 Amount June 1 Amount 2018 $3,141,000 2028 $3,829,000 2019 $3,204,000 2029 $3,906,000 2020 $3,268,000 2030 $3,984,000 2021 $3,334,000 2031 $4,064,000 2022 $3,400,000 2032 $4,145,000 2023 $3,468,000 2033 $4,228,000 2024 $3,538,000 2034 $4,312,000 2025 $3,608,000 2035 $4,399,000 2026 $3,680,000 2036 $4,487,000 2027 $3,754,000 2037 $4,576,000