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INDEX OF BOND TRANSCRIPT
$11,650,000 General Obligation Corporate Purpose and Refunding Bonds,
Series 2016A
Closing Date: September 27, 2016
City of Ames, Iowa—419370-56
To: City of Ames
Public Financial Management, Inc.
Robert W. Baird & Co., Inc.
1. Bond Counsel Opinion
2. Issuance Resolution
3. Loan Agreement
4. Specimen Bond
5. Certificate of the Underwriter
6. Continuing Disclosure Certificate
7. Closing Certificate
8. 8038-G
ED0RSEY"
f.)01,SEY & WI-1ITNEY L L P
September 27, 2016
City of Ames Robert W. Baird & Co, Inc.
Ames, Iowa Milwaukee, Wisconsin
We hereby certify that we have examined certified copies of the proceedings (the
"Proceedings") of the City Council of the City of Ames (the "Issuer"), in Story County, Iowa,
passed preliminary to the issue by the Issuer of its General Obligation Corporate Purpose and
Refunding Bonds, Series 2016A (the "Bonds") in the amount of$11,650,000, dated September
27, 2016, in the denomination of $5,000 each, or any integral multiple thereof, in accordance
with a loan agreement dated as of September 27, 2016 (the "Loan Agreement"), and pursuant to
a resolution adopted by the Issuer on September 13, 2016 (the "Resolution"). The Bonds mature
on June 1 in each of the respective years and in the principal amounts and bear interest payable
semiannually, commencing June 1, 2017, at the respective rates as follows:
Principal Interest Rate Principal Interest Rate
Year Amount Per Annum Year Amount Per Annum
2017 $1,270,000 2.00% 2023 $740,000 2.00%
2018 $1,340,000 5.00% 2024 $750,000 3.00%
2019 $1,410,000 5.00% 2025 $775,000 3.00%
2020 $1,480,000 5.00% 2026 $800,000 3.00%
2021 $ 700,000 3.00% 2027 $825,000 3.00%
2022 $ 715,000 3.00% 2028 $845,000 2.00%
but the Bonds maturing in each of the years 2025 to 2028, inclusive, are subject to redemption
prior to maturity on June 1, 2024 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:
1. The Proceedings show lawful authority for such issue under the laws of the State
of Iowa.
2. 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 of taxes to pay the principal of and interest on the Bonds without constitutional or statutory
limitation as to rate or amount.
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
and is not an item of tax preference for purposes of the federal alternative minimum tax imposed
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on individuals and corporations; it should be noted, however, that for the purpose of computing
the alternative minimum tax imposed on corporations (as defined for federal income tax
purposes), such interest is taken into account in determining adjusted current earnings. The
opinions set forth in the preceding sentence are subject to the condition that the Issuer comply
with all requirements of the Internal Revenue Code of 1986 (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.
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, moratorium 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.
DORSEY & WHITNEY LL
DORSEY&WHITNEY LLP
Ames/419370-5612016AGO Issnc
RESOLUTION TO AUTHORIZE
ISSUANCE OF GENERAL OBLIGATION
CORPORATE PURPOSE AND
REFUNDING BONDS, SERIES 2016A
419370-56
Ames,iowa
September 13,2016
The City Council of the City of Ames, Iowa,met on September 13, 2016, at 7:00 o'clock
p.m., at the City Hall Council Chambers, Ames,Iowa.
The meeting was called to order by the Mayor, and the roll was called showin- the
following Council Members present and absent:
Present: Beatty-Hansen, Betcher, Corneri, Gartin,Nelson, Orazem
Absent: None.
It was reported that, on August 23, 2016, the Council had awarded the sale of the City's
$11,650,000 General Obligation Corporate,Purpose and Refunding Bonds, Series 2016A, and
that it was necessary for the Council to approve a resolution authorizing the issuance of those
bonds.
Council Member Betcher introduced the resolution next hereinafter set out and moved its
adoption, seconded by Council Member Gartin. After due consideration and discussion, the
Mayor put the question upon the adoption of said resolution, and the roll being called, the
following Council Members voted:
Ayes: Beatty-Hansen, Betcher, Corrieri, Gartin,Nelson, Orazem
Nays: None.
Whereupon,the Mayor declared the resolution duly adopted as hereinafter set out.
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At the conclusion of the meeting, and upon motion and vote, the Council adjourned.
Mayor
Attest:
City Clerk
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DORSEY&WHITNEY LLP.ATTORNEYS,DES MOINES,IOWA
Ames 1 419370-56 1 2016AGO Iss"
RESOLUTION NO. 16-518
Resolution authorizing the issuance of$11,650,000 General Obligation Corporate Purpose and
CP
Refunding Bonds, Series 2016A and providing for the levy of taxes to pay the same
WHEREAS, the City of Ames (the "City"), in Story County, State of Iowa, has
heretofore proposed to enter into a General Obligation Loan Agreement (the "Loan
Agreement"), pursuant to the provisions of Section 384.24A of the Code of Iowa, for the purpose
of paying the cost, to that extent, of constructing street, water main, sanitary and storm sewer,
bridge, and related improvements, of carrying out flood mitigation and remediation, and of
refiuzding the outstanding balance of the City's General Obligation Corporate Purpose Bonds,
Series 2008A, and has published notice of the proposed action and has held a hearing thereon;
and
WHEREAS, pursuant to advertisement of sale, bids for the purchase of General
Obligation Corporate Purpose and Refunding Bonds, Series 2016A(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
WHEREAS, upon recommendation of the City's municipal advisor, the Bonds were
awarded to Robert W. Baird &Co., Inc., Milwaukee, W1(the"Purchaser"); and
WHEREAS, it is now necessary to take action to authorize the issuance of the Bonds;
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$11,650,000, to
be dated September 27, 2016, in the denomination of $5,000 each, or any integral multiple
thereof, maturing on June 1 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 Annum
2017 $1,270,000 2,00% 2023 $740,000 2.00%
2018 $1,340.000 5.00% 2024 $750,000 3.00%
2019 $1,410,000 5.00% 2025 $775,000 3.00%
2020 $1,480,000 5.00% 2026 $800,000 3.00%
2021 $700,000 3.00% 2027 $825,000 3.00%
2022 $715,000 3.00% 2028 $845,000 2.00%
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."
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The City reserves the right to prepay part or all of the Bonds maturing in each of the
years 2025 to 2028, inclusive, prior to and in any order of maturity on June 1, 2024, 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 by the Registrar by lot. The 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 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 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, 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 manner 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 fof the
redemption of which funds are duly provided, shall cease to bear interest on the redemption date.
Accrued interest on the Bonds shall be payable semiannually on the first day of June and
December in each year, commencing June 1, 2017. 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 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 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 the Paying Agent.
The Bonds shall be executed on behalf of the City with the official manual or facsimile
signature of the Mayor and attested with the official manual or facsimile signature of the City
Clerk, and shall be fully registered Bonds without interest coupons. In case any officer whose
signature or the facsimile 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.
The 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 owners or their
legal representatives or assigns. Each Bond shall be transferable only upon the registration
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books of the City upon presentation to the Registrar, together with either a written instrument of
transfer satisfactory to the Registrar or the assignment form thereon completed and duly
executed by the registered owner or the duly authorized attorney for such registered owner.
The record and identity of the owners of the Bonds shall be kept confidential as provided
by Section 22.7 of the Code of Iowa.
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 The 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 system 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 DTC, the City will
discontinue the book-entry system with DTC. If the City does not select another qualified
securities depository to replace DTC (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, fully 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 maturity in connection with redemptions or
retirements by call or payment, and in such event, such depository will then maintain 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 DTC in the amount of such Participant's interest in the Bonds, which will be confirmed in
accordance with DTC'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 term "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
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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,
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:
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(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA STORY COUNTY
CITY OF AMES
GENERAL OBLIGATION CORPORATE PURPOSE AND REFUNDING BOND,
SERIES 2016A
No. $
RATE MATURITY DATE DATE CUSIP
% June 1, September 27,2016 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 sum of
DOLLARS
in lawful money of the United 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 sum, until paid, at the rate per annum specified above,
from the date of this Bond, or from the most recent interest payment date on which interest has
been paid, on June 1 and December 1 of each year, commencing .tune 1, 2017, 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 and Refunding
Bonds, Series 2016A (the"Bonds") issued by the City in the principal amount of$11,650,000,to
evidence its obligation under a certain loan agreement, dated as of September 27, 2016 (the
"Loan Agreement"), entered into by the City for the purposes of paying the cost, to that extent,
of constructing street, water main, sanitary and storm sewer, bridge, and related improvements;
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of carrying out flood mitigation and remediation, and of refunding the outstanding balance of the
City's General Obligation Corporate Purpose Bonds, Series 2008A.
The Bonds are issued pursuant to and in strict compliance with the provisions of
Chapters 76 and 384 of the Code of Iowa, 2015, and all other laws amendatory thereof and
supplemental thereto, and in conformity with a resolution of the City Council adopted and
approved on September 13, 2016, authorizing and approving the Loan 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 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 2025 to 2028, inclusive, prior to and in any order of maturity on June 1, 2024, 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 by the Registrar by lot. The 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 ne-w 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 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, 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 manner 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 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 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.
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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 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 the City for the payment of the
principal of and interest on this Bond as the same will respectively become due; and that the total
indebtedness of the City, including this Bond, does not exceed any constitutional or statutory
limitations.
IN TESTIMONY WHEREOF, the City of Ames, 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,all as of September 27,2016.
CITY OF AMES,IOWA
By(DO NOT SIGN)
Mayor
Attest:
By (DO NOT SIGN)
City Clerk
Registration Date: (Registration Date)
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Resolution.
CITY TREASURER
Ames, Iowa
Registrar
By (Authorized Signature)
City Treasurer
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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 As Custodian for
survivorship and not as (Minor)
tenants in common 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:
(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.
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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 deliver),to or on behalf of the Purchaser, upon receipt of the loan
proceeds, and all action heretofore 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 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:
For collection in the fiscal year beginning July 1, 2017,
sufficient to produce the net annual sum of$1,720,150;
For collection in the fiscal year beginning July 1, 2018,
sufficient to produce the net annual sum of$1,723,150;
For collection in the fiscal year beginning July 1, 2019,
sufficient to produce the net annual sum of$1,722,650;
For collection in the fiscal year beginning July 1, 2020,
sufficient to produce the net annual sum of$868,650;
For collection in the fiscal year beginning July 1, 2021,
sufficient to produce the net annual sum of$862,650;
For collection in the fiscal year beginning July 1, 2022,
sufficient to produce the net annual sum of$866,200;
For collection in the fiscal year beginning July 1, 2023,
sufficient to produce the net annual sum of$861,400;
For collection in the fiscal year beginning July 1, 2024,
sufficient to produce the net annual sum of$863,900;
For collection in the fiscal year beginning July 1, 2025,
sufficient to produce the net annual sum of$865,650;
For collection in the fiscal year beginning July 1, 2026,
sufficient to produce the net annual sum of$866,650;
For collection in the fiscal year beginning July 1, 2027,
sufficient to produce the net annual sum of$861,900.
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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 amount 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.
Pursuant to the provisions of Section 76.4 of the Code of Iowa, each year while the
Bonds remain outstanding and unpaid, any funds of the City which may lawfully be applied for
such purpose may be appropriated, budgeted and, if received, used for the payment of the
principal of and interest on the Bonds as the same become due, and if so appropriated, the taxes
for any given fiscal year as provided for in Section 5 of this Resolution, shall be reduced by the
amount of such alternate funds as have been appropriated for said purpose and evidenced in the
City's budget.
Section 7. The interest or principal and both of them falling due in any year or years
shall, if necessary, be paid promptly 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 sum thus advanced.
Section 8. 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 income 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.
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) (the "Rule") that make it unlawful for an underwriter to participate in the primary
offering of municipal 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, an underwriter has
obligated person has undertaken in writing for the
reasonably determined that the issuer or an
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/4 19370-56/2016AGO Is,=
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.
Passed and approved September 13,2016.
Mayor
Attest:
C�y
City Clerk
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames 1 419370-56/2016AGO Issnc
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 the
issuance of $11,650,000 General Obligation Corporate Purpose and Refunding Bonds, Series
2016A, of the City, evidencing the City's obligation under a 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 this 13th day of September,2016.
City Clerk
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-56/2016AGO Issnc
STATE OF IOWA
SS:
COUNTY OF STORY
undersigned1, the
of
certify that on the 225;4 CdOAuditor ay of Septen berf 2016, the City Clerk of th Story County, in the e City Iowa,
Ames filed in
my office a certified copy of a resolution of the City shown to have been adopted by the City
Council and approved by the Mayor thereof on September 13, 2016, entitled: "Resolution
authorizing the issuance of $11,650,000 General Obligation Corporate Purpose and Refunding
Bonds, Series 2016A, 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, 2017, and subsequent years as provided in the resolution.
WITNESS MY IIAND this 27 day of September, 2016.
County Au itor
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
LOAN AGREEMENT
This Loan Agreement is entered into as of September 27, 2016, by and between the City of Ames, Iowa
(the"City"),and Robert W.Baird&Co., Inc.,Milwaukee,WI(the"Purchaser"). The parties agree as follows:
1. The Purchaser shall loan to the City the sum of$11,650,000, and the City's obligation to repay
hereunder shall be evidenced by the issuance of General Obligation Corporate Purpose and Refunding Bonds,Series
2016A in the aggregate principal amount of$11,650,000(the"Bonds").
2. The City adopted a resolution on September 13, 2016 (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 and 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 Resolution. In
and by the Resolution, provision has been made for the levy of a sufficient continuing 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.
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 27, 2016, shall be in denominations of$5,000 or integral multiples thereof, shall bear
interest, shall be payable as to principal on the dates and 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.
CITY OF AMES,IOWA
By
Mayor
Attest:
City Clerk
ROBERT W:fIRD , NC.
By
J (Signature)
v
(Print Name and Title)
UNITED STATES OF AMERICA
STATE OF IOWA STORY COUNTY
CITY OF AMES
GENERAL OBLIGATION CORPORATE PURPOSE AND REFUNDING BOND,SERIES 2016A
$1,270,000
No. l
RATE MATURITY DATE DATE CUS1P
2,00% June 1,20I7 September 27,20J.6 030807 U82
I'he City of Ames(the"City"),in Story County,State of Iowa,for value received,promises to pay on the maturity:dateof this Bond to..
Cede&Co.
New York,NY
or,registered assigns;the principal sum of
ONE MILLION TWO HUNDRED;SEVENTY THOUSAND DOLLARS
in lawful money of the United States of America upon prescQj lien and surlender of this Bond at the office of the City Treasurer,Ames,lowa, (hereinafter referred
to as the-`,`Registrar"or the"Paying Agent"),with`interest tin said sit until paid;at the rate.per:aonum specified above,from file date of this Bond;or from the-
rirost recent interest,payment date on which interest has been paid,on June I and December 1 of:each year,commencing June l;2017,iexctipt as tire"provisions
�heremafter set forth with respect to redemption prior to maturity ruay be or become applicable hereto. 'Interest on this Bond is payable to the registered owner
appearing'on the'registration books ofthe City at the close of business on the fifteenth day of the month next preceding the interest paymentdate,and shallbe paid
�to,tile registered,owner at the.add ress,shown on such registration books. Interest shall be calculated on the basis of a 360-dayyear comprised,of twelve 30-day
months.
This Bond shall not be valid or become obligatory forany purpose until the Certificate of Authentication hereon shall have been signed by file Registrar.
This Bond is one of a series-of General.Obligation Corporate Purpose and Refunding=Bonds, Series 2016A(the"Bonds') issued b� the City in the
p;areipal amount of$11,650,000,to evidence its obligation under a certain loan'agreenrent dated.as of September 27,2016(the"Loan Agra nr ent"),entered into
b� th, city,for the purposes,of�paying the cost,tothat extent,of ctinstiucting street,water nr rut,sajrtt rr- aFd storm sewer,bridge and related improvements-1 of
Gary intT out flood mitigation and remediation,and of refunding the outstanding balance of he City's Uvneral,CJhlrgatio Corporate Purpose Bonds,Series 2008,y.
The R�rnds are issued pursuant to an in strict compliance with theproVisioirs of Chapters 7(i anal 3&t of tile of lov.a,2015 and a!1 otter lays
aincndat tr thereiif and supplerncntal tlieieto,and in conformity vvitIi a resolution of the City Council adopted and approved on,Scp mb ar]3;201fi;r.ttharrz:nlz,
q t o d refelenee is here y;made,toahe
and apprdt!i ig the Loan Agiecnrent and providing for the issuance and securing thepaymenl of the^;B� {i YR S 4a,y4� i. aloe 13on t
Rcsohrti�,rilaud the loan Agreement fora more conrptcte stagment as to the source of Iraq rnctit of teat e� ' i a F
,r
- �: �. F r y ,.�c'�4`i"� x'���T'$ r�t�'"•'....a �"�. � ��.n� j'i-' �� ' � I I'0{illaiuntY
Tlt C ity.'rescrvcs du.fight toprep prepay part of nll of the Bonds zt�rx1) $f s
�qn Jpne 1 2024 von o�any,date thereaflur upon terms of p,fr and Gcrue t�i
.e4'�. t r�,.�s,, �Yc rF F �J a:: .;.�i� .:,, sr ` a �� ,'> ..t?. ,r.,rt��tr
�,".�' �� .,,-,�a �.x�m �»�'t .� •�. 3 ': `fit.. �-�k�° �epCgistr'ir
f11SfdI` E $5,000
rbat ` tile tnpar) ea�eW e `
t lIlP�r n 1nr any,
�s� sk * ittegrstrar vtir[I ssU 'artddehverr i t r said
iiu ! } tp {totrtl nb
portiogrcgatcn thereof)to pnncipol '- .
� a.. •� s •: e at
be e 1 a m', Cl at
rcgisirauon books n�C��s�`'t �t� 0, ays� ,�� �3���= 8 ¢� e•
the t `js �ifib�nel"upon the re u ipt byt
So s stia`. a foracde m uniption,a and ihnt rf funds �t�t`r �
ie2e�i tptE �t(ic saute irier s the oirpmat re"ire ottkne -.# ! jv� t
r
and s tv�w ;I}ote as aforesaid shall have been given"and for the'.redemptiorl4t + SF 0- ption
`d te. c t t'n."': --.rc 12ra•`,�, �} a1 ��`�,':. >!!, d� J � a
,t
This Bond is fully negotiable but shall be fully rctrsfu d s m both principal and mteres1 t�iq
office
g. to Eta ith et�ther ,
nr the no transfer s1r ill be hated unless raa.4-c on said books urd tS cri onh t hair p csg, b yy ':, ��e. ar g duly.
'a wutten<instrumcnt of transfer sal,stiictory tO 111C RZ istrar or the assiinnrciit form hcreo�,,contplet $ �;-
A
authi racd attoracy for such ief .�teicd ovine',
! a F
ern and treat the re gister`ea D er+ e. ttt `t O t 2 i f)r p tt�se of reccrvjng
The City, the hegiatra and the paying Agent may do g A ent
payment bf or on 1c6 Lint of principallhcreof,premium,if any,and iiikerest due hereon and for all Pt g.
shall not be affected by any notice to the contrary: l j'? rr° < •' "`°"'` i`
And It Is Hereby,Certified and Recited that all acts,conditions and things required by the laves and Constiriiion of the State of Tovva,to exist,lob plan,
to be done or to be,performed precedent to and in the issue of this Bond were and have been properly existent,had,done and perfornted in regular sand due form
and nnre;that provision has been made for the levy of a srifficicnt continuing annual trot on all thetaxahle property within,file City for the payment of the principal
of and=interesrorr his Bond as the same will respectively become due; and that tlre_total indebtedness y, m
,of the Citcludmg this Bond,does not exceed any
constitutional or'statutory limitations.`
IN TESTIMONY WHEREOF,the.City of Ames,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,all as of September 27,2016.
CITY OF AMES,IOW/AD
Pfayor -
Ar—t: -
�11�1tQzk�
...City Clerk
Registration Date: September 27,2016
REO[STRAR'S C'6R I'[FICA1 f OF AUTHENTICATION
This Bond is one of the Bonds desci ibed it,the within-mentioned Resolution.
DIRE CTOR OF FINANCI
-. Ames,Iowa
�Reeistrar
Hy.__'!v�il c' _
Director of Finance
A(3BRGVIA'I IONS
The following abbreviations; when used in this Bond, shall be construed as though they were written out in full-according to applicable laG�s or
regulations '
as tenants in Common
TEN COM - _
TEN ENT as tenants by the entrreti -- — (Custodial't)
)
IT TEN as joint ten ants tivrdr r igtit of s tt avotshrp Ati Custoduur lbr ("Vtuwr)
f,aS tenants ur e rrintorif
undrL�ntt6rmTramsferstobllnpr5�4otig
r:
' .�± i.�> �rd �t�7:X+iv"Leµ +n Fns�wtl
B
a +mow
ws u K t { M a5 g �v a
{si ❑atiire warnuee must oc pruvluC Tt
'
iroc dtires"otihe Registrar and frangfer Agent: Sueh sttirdards acid procedures tna� w u$�
1 �'r ns lions i s a k r u x x-
turuiie;signatures to be;guatant ed'b} Certain ehgib[ef t.. nsr ram.
I A t " 4.Vl
p uucilate to d r conr si nafure uar tee [o a<n 4
r � F � ���
X � a x l K xe,Wtiw M1tx. Kt
a t n ��.
Fi�, .�.�r� KkniaxI ,n Illt� Clan��all��1�1'dnb'Q WRa�CVCr�-,'}k' #�.��a �€ si.< ��t�4 'x�Yr-�,>5 •� .. �'
Ames/419370-56/Underwriter's Cal- Neese Ret!.)rn To-.
LDRSEY 8, VVI-iITNEY
A770c AT LNN
8011 (srand, Suite 4100
CERTIFICATE OF THE UNDERWRITER De- hltoipes, Iowa 50309
The undersigned officer of Robert W. Baird & Co., Inc., Milwaukee, Wisconsin (the
"Underwriter"), hereby certifies as of the 27th day of September, 2016 (the "Dated Date") as
follows:
1. The Underwriter has agreed to purchase from the City of Ames, Iowa (the
"Issuer") its General Obligation Corporate Purpose and Refunding Bonds, Series 2016A in the
stated principal amount of$11,650,000 (the "Bonds"), issued pursuant to a Resolution adopted
by the City Council of the Issuer on September 13,2016.
The Underwriter has purchased the Bonds pursuant to an agreement of sale (the "Sale
Agreement") dated August 23, 2016 (the "Sale Date") between the Underwriter and the Issuer.
The Sale Agreement has been duly authorized, executed and delivered by the Underwriter and
has not been repealed, rescinded or amended by the Underwriter.
2. The Underwriter hereby confirms that the initial offering price at which all of the
Bonds have been sold to the public (excluding bond houses,placement agents, brokers or similar
persons or organizations acting in the capacity of underwriters or wholesalers) is$12,665,965.35.
Furthermore, based upon our records and other information available to us which we
have no reason to believe is not correct:
(a) All of the Bonds have been the subject of a bona fide initial offering to the public
(excluding bond houses, placement agents, brokers or similar persons or organizations acting in
the capacity of underwriters or wholesalers) at the respective prices or yields shown on the cover
of the Official Statement dated August 31, 2016 (the "Official Statemenf'),plus accrued interest,
if any.
(b) At the time the Underwriter agreed to purchase the Bonds, based upon the then
prevailing market conditions, we reasonably expected that at least 10% of each maturity of the
Bonds would be sold to the public (excluding bond houses, placement agents, brokers or similar
persons or organizations acting in the capacity as underwriters or wholesalers) at the offering
prices described above, and the undersigned had no reason to believe that any of the Bonds
would be initially sold to the public(excluding bond houses,placement agents, brokers or similar
persons or organizations acting in the capacity as underwriters or wholesalers) at prices greater
than the respective prices, or at yields less than the respective yields, shown in the Official
Statement,plus accrued interest, if any.
(c) At least 10% of each maturity of the Bonds was sold to the public (excluding
bond houses, placement agents, brokers or similar persons or organizations acting in the capacity
as underwriters or wholesalers) at the respective prices or yields shown on the cover of the
Official Statement,plus accrued interest, if any, except as noted on Exhibit A, hereto
3. The Underwriter has not and will not receive any compensation with respect to or
related to the issuance of the Bonds in excess of the Underwriter's discount in the amount of
$66,709.89 from proceeds of the Bonds.
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-56/Underwriter's Cert-
4. The Underwriter has computed the yield on the Bonds in accordance with Section
148(h) of the Internal Revenue Code of 1986, as amended(the "Code"), to be 1.3199689201%.
5. The Underwriter has computed the weighted average maturity of the Bonds to be
5.4535 years.
6. The Underwriter has computed the remaining weighted average maturity of the
General Obligation Corporate Purpose Bonds, Series 2008A to be 2.2259 years.
7. Based upon the market trades of the Bonds between the Sale Date and the Dated
Date and our knowledge of the conditions generally prevailing in the municipal bond market
between such dates, we have no reason to believe that our representations and certifications in
paragraph 2 hereof are incorrect and may not be relied upon by the Issuer and Bond Counsel.
IN WITNESS WHEREOF, the Underwriter has caused this certificate to be executed by
its duly authorized officer on the Dated Date.
ROBERT W. BAIRD & CO., INC..
Milwaukee, Wisconsin
}E
By
�N
(Signature)
(Print Name and Title)
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-56/Underwriter's Cert-
EXHIBIT A
UNSOLD MATURITIES
In the event that less than 10% of any particular maturity has been sold to the public by the date
of closing, please list each such maturity below, indicate the percentage of that maturity
remaining to be sold to the public and give a brief description of the reason the sale of 10% or
more of that maturity to the public was not achieved.
Maturity Percentage Unsold Reason for inability to sell at least 10%
Please provide contact information for Underwriter's representative to contact in the event of
need for further discussion:
Name: J�e k( A. r A r)
Phone: L4 11 - -7 b S- -13 9
Email: - S Q+� —_Ct C6 rC
-3-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Please Return To•
Ames4 1 93 70-5 6/20 1 6A/CDC DORSEY & WHIT '1�
EY
ATTORNEYS ,AT LAW
SO1 Gragd, Sprite 41�40
Des f'''iQines, Iowa 5O'C!
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
$11,650,000 General Obligation Corporate Purpose and Refunding Bonds, Series 2016A (the
"Bonds"), dated September 27, 2016. The Bonds are being issued pursuant to a resolution of the
Issuer approved on September 13, 2016 (the "Resolution"). The Issuer covenants and agrees as
follows:
Section 1. Purpose of the Disclosure Certificate, 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.
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, any
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.
"Dissemination 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.
"EMMA" shall mean the MSRB's Electronic Municipal Market Access system
available at http://emma.msrb.org.
"Holders" shall mean the registered holders of the Bonds, as recorded in the
registration books of the Registrar.
"Listed Events" shall mean 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, 1300 I Street,N.W., Suite 1000, Washington, D.C. 20005.
"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.
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Ames419370-56/2016A/CDC
"Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended
from time to time.
"State" shall mean the State of Iowa.
Section 3. Provision of Annual Reports.
(a) Not later than June 30 (the "Submission Deadline") of each year following the
end of the 2015-2016 fiscal year, the Issuer shall, or shall cause the Dissemination Agent (if
any) to, file on EMMA an electronic copy of its Annual Report which is consistent with the
requirements of Section 4 of this Disclosure Certificate 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 may 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 Submission Deadline 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 manner as for a
Listed Event under Section 5(c), and the Submission Deadline beginning with the subsequent
fiscal year will become one year following the end of the changed fiscal year.
(b) If the Issuer has designated a Dissemination Agent, then not later than fifteen
(15) business days prior to the Submission Deadline, the Issuer shall provide the Annual
Report to the Dissemination Agent.
(c) If the Issuer is unable to provide an Annual Report by the Submission Deadline,
in a timely manner thereafter, the Issuer shall, or shall cause the Dissemination Agent (if any)
to, file a notice on EMMA stating that there has been a failure to provide an Annual Report on
or before the Submission Deadline,
Section 4. Content of Annual Reports. The Issuer's Annual Report shall contain or
include 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 standards promulgated by the Governmental Accounting
Standards Board or as otherwise provided under State law, as in effect from time to
time, or, if and to the extent such audited 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 Submission Deadline, the Annual Report shall contain unaudited
financial information (which may include any annual filing information required by
State law) accompanied by a notice that the audited financial statements are not yet
available, and the audited financial statements shall be filed on EMMA when they
become available.
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Ames4 f 9370-56/2016A/CDC
(b) Tables, schedules or other information contained in the official statement
for the Bonds,under the following captions:
Direct Debt
Property Valuations
Levies and Tax Collections
Larger Taxpayers
Trend of Valuations
Tax Rates
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 on EMMA or are filed with the Securities and Exchange Commission. If
the document included by reference is a final official statement, it must be available on
EMMA. The Issuer shall clearly identify each such other document so included by
reference.
Section 5. Reporting of Significant Events
(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:
(1)Principal and interest payment delinquencies.
(2)Non-payment related defaults, if material.
(3)Unscheduled draws on debt service reserves reflecting financial difficulties.
(4)Unscheduled draws on credit enhancements reflecting financial difficulties.
(5) Substitution of credit or liquidity providers, or their failure to perform.
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or
other material notices or determinations with respect to the tax status of the security, or
other material events affecting the tax status of the security.
(7) Modifications to rights of security holders,if material.
(8) Bond calls, if material, and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the securities, if
material.
(11)Rating changes.
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Ames419370-56/2016A/CDC
(12)Bankruptcy, insolvency, receivership or similar event of the obligated person.
Note to paragraph (12): For the purposes of the event identified in subparagraph
(12), the event is considered to occur when any of the following occur: the
appointment of a receiver, fiscal agent or similar officer for an obligated person in
a proceeding under the U.S. Bankruptcy Code or in any other proceeding under
state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the obligated person,
or if such jurisdiction has been assumed by leaving the existing governing body
and officials or officers in possession but subject to the supervision and orders of
a court or governmental authority, or the entry of an order confirming a plan of
reorganization, arrangement or liquidation by a court or governmental authority
having supervision or jurisdiction over substantially all of the assets or business of
the obligated person.
(13) The consummation of a merger, consolidation, or acquisition involving an obligated
person or the sale of all or substantially all of the assets of the obligated person, other
than in the ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such actions,
other than pursuant to its terms, if material.
(14) Appointment of a successor or additional trustee or the change of name of a trustee,
if material.
(b) If a Listed Event described in Section 5(a) paragraph (2), (7), (8) (but only with
respect to bond calls under (8)), (10), (13) or (14) has occurred and the Issuer has determined
that such Listed Event is material under applicable federal securities laws, the Issuer shall, in a
timely manner but not later than ten business days after the occurrence of such Listed Event,
promptly file, or cause to be filed, a notice of such occurrence on EMMA, with such notice in a
format and accompanied by such identifying information as prescribed by the MSRB.
(c) If a Listed Event described in Section 5(a)paragraph (1), (3), (4), (5), (6), (8) (but
only with respect to tender offers under(8)), (9), (11) or(12) above has occurred the Issuer shall,
in a timely manner but not later than ten business days after the occurrence of such Listed Event,
promptly file, or cause to be filed, a notice of such occurrence on EMMA, with such notice in a
format and accompanied by such identifying information as prescribed by the MSRB.
Notwithstanding the foregoing,notice of Listed Events described in Section(5)(a)paragraphs (8)
and (9) need not be given under this subsection any earlier than the notice (if any) of the
underlying event is given to Holders of affected Bonds pursuant to the Resolution.
Section 6. Termination of Reporting Obligation. The Issuer's obligations under 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 not cause
Participating Underwriters to be in violation of the Rule or other applicable requirements of the
Securities Exchange Act of 1934, as amended.
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Ames419370-56/2016A/CDC
Section 7. Dissemination Agent. The Issuer may, from 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 Annual Report prepared by the Issuer pursuant to this Disclosure
Certificate.
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:
(a) (i) the amendment or waiver is 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; (ii) the undertaking, as amended or taking into account such
waiver, would, in 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 (iii) the amendment or waiver either (1) is approved by a majority of
the Holders, or (2) does not, in the opinion of nationally recognized bond counsel,
materially impair the interests of the Holders or Beneficial Owners; or
(b) the amendment or waiver is necessary to comply with modifications to or
interpretations of the provisions of the Rule as announced by the Securities and Exchange
Commission.
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, a narrative 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
information or operating data being presented by the Issuer. In addition, if the amendment
relates to the accounting principles to be followed in preparing audited financial statements, (i)
notice of such change shall be given in the same manner as for a Listed Event under Section
5(c), and (ii) the Annual Report for the year in which the change is made 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 audited financial statements as
prepared on the basis of the new accounting principles and those prepared on the basis of the
former accounting principles.
Section 9. Additional Information. 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
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Ames4l9370-56/2016A/CDC
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 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
event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action
to compel performance.
Section 11. Duties Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent, if any, 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, harmless 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 27, 2016
CITY OF AMES, IOWA
Mayor
,'
By
City Clerk
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Ames/419370-56/Closing Cert&Ur please Return To:
DORSEY & WHITNEY
ATTOt NEYS AT LAW
CLOSING CERTIFICATE 801 c7r'."j" Suit^ 4-100
Des ;;� ,a 50309
�c.�;� :;, iov�
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 $11,650,000 General Obligation Corporate Purpose and Refunding Bonds, Series 2016A,
dated September 27, 2016 (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
September 13, 2016 (the "Resolution"), and a loan agreement dated as of September 27, 2016
(the "Loan Agreement"), by and between the City and Robert W. Baird & Co., Inc., Milwaukee,
Wisconsin(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 $12,599,255.46 which amount represents the par amount
of the Bonds ($11,650;000), plus reoffering premium ($1,015,965.35) minus underwriter's
discount ($66,709.89). The Bonds mature on June 1 in each of the years, in the respective
principal amounts and bear interest payable semiannually, commencing June 1, 2017, as set forth
in the Resolution.
Each of the Bonds has been executed with the facsimile signatures of these 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.
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 costs, to that extent,
(i) of constructing street, water main, sanitary and storm sewer, bridge, and related
improvements; (ii) of carrying out flood mitigation and remediation (collectively, the purposes
set forth in (i) and (ii) of this paragraph are hereinafter referred to as the "Projects"); and (iii)
current refunding the outstanding balance of the City's General Obligation Corporate Purpose
Bonds, Series 2008A (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.
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370.56/Closing Cert&Ltr
We further certify as follows:
1. The net sales proceeds of the Bonds are $12,665,965.35 (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 $11,650,000.00
Reoffering Premium $1,015,965.35
$12,665,965.35
Deposit to Project Fund j $9,245,000.00
(Current Refunding of Refunded Obligations $3,290,000.00
.. ....... ....._....... ........._...___.. ..........__............_..............__..._......._............. .................._.............._........._....... ..............__....._...._......._ . ......_._._.............
_._.
Underwriter's Discount $66,709.89.
JCosts of Issuance i $63,600.00.
Additional Proceeds L _ $655.46
$12,665,965.35
a. $130,309.89 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, $3,290,000 of the Net Sales Proceeds will be used for the redemption of the
Refunded Obligations on September 27, 2016, and until so applied, will be invested by
the City without restriction as to yield.
c. $9,245,000 of the Net Sales Proceeds will be used to pay the costs of the
Projects (the "Project Net Sales Proceeds"), and the Project Net Sales Proceeds will be
expended and invested in accordance with Section 3 hereinafter set forth.
d. The amount received as Additional Proceeds ($655.46) will be used for
any lawful purpose of the City.
3. The Project Net Sales Proceeds, including 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. Time Test: The City has entered into or, within six months of the
date hereof, will enter into binding contracts for the Projects with third parties
(e.g. engineers or contractors);
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames!419370-56/Closing Cert&Ur
(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 Project Net
Sales Proceeds;
b. Expenditure Test: At least 85% of the Project Net Sales Proceeds
will be applied to the payment of costs of the Projects within the Three Year
Temporary Period; and
c. Due Diligence Test: Acquisition and construction of the Projects to
completion and application of the Project Net Sales Proceeds to the payment of
costs of the Projects will proceed with due diligence.
4. All of the original and investment proceeds of the Refunded Obligations have
been expended for the purposes for which they were issued.
5. None of the Net Sales Proceeds will be used to reimburse the City for any prior
expenditures on the Projects.
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 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
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.
7. Not more than 50% of the Net Sales Proceeds will be invested in non-purpose
investments [as defined in Section 148(f)(6)(A) of the Internal .Revenue Code 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).
8. The weighted average maturity of the Bonds, does not exceed 120% of (a) the
reasonably expected economic life of the Projects or (b) the remaining reasonably expected
economic life of the facilities originally financed by the Refunded Obligations.
9. The City intends that it will be the sole owner of the Projects financed by the
Bonds 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 or any other similar entity ("Person") by lease or other use
agreement, any of the Projects by any Person who is not a "governmental person" as defined in
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-56/Closing Cert&Ur
Section 1.141-1 of the Regulations, or if such Person is a 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 Projects for any purposes which would cause interest on the Bonds to be includable
in gross income under Section 103 of the Code.
10. To the extent of the principal amount of the Project Net Sales Proceeds, the
issuance of the Bonds qualifies as a"construction issue" as defined in Section 148(f)(4)(c)(vi) of
the Code and Section 1.148-7(f) of the Regulations because at least 75% of the "available
construction proceeds" of the Bonds as defined in Section 148(f)(4)(c)(vi) of the Code will be
allocated to capital expenditures that are allocable to the cost of land, improvements, buildings,
permanent structures or constructed personal property. The costs of acquisition of land are not
"available construction proceeds." The City reasonably expects to spend the Project Net Sales
Proceeds to pay capital costs (including capitalized 'interest) within the following time periods
(the "Two-Year Exception"):
(a) At least 10%will be spent within 6 months of the date hereof;
(b) At least 45%will be spent within 12 months of the date hereof;
(c) At least 75%will be spent within 18 months of the date hereof; and
(d) All of the proceeds will be spent within 24 months of the date hereof.
If the Project Net Sales Proceeds are spent in accordance with these provisions, the
Project Net Sales Proceeds may be invested by the City without restriction to yield and rebate
payments to the United State will not be required; however, if the Project Net Sales Proceeds are
not spent within the foregoing timeframes, rebate payments to the United States may be required
to be made by the City.
11. 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.
12. 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.
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DORSEY&WIIITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-56/Closing Cert&Ur
13. To our best knowledge and belief, there are no facts, estimates or circumstances
which would materially change the foregoing conclusions
IN WITNESS WHEREOF, we have hereunto affixed our hands, as of September 27,
2016.
CITY OF AMES, IOWA
By
Mayor.
City Clerk
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-56
Form 8038-G Information Return for Tax-Exempt Governmental Obligations
(Rev.September 2011) ►Under Internal Revenue Code section 149(e) OMB No.1545-0720
►See separate instructions.
Department of the Treasury Internal Revenue Service Caution:If the issue price is under$100,000,use Form 8038-GC.
Reporting Authority If Amended Return,check here ► ❑
1 Issuer's name 2 Issuer's employer identification number(EIN)
City of Ames,Iowa 42-6004218
3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a
4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only)
PO Box 811 3 .1
6 City,town,or post office,state,and ZIP code 7 Date of issue
Ames,Iowa 50010.0811 September 27,2016
8 Name of issue 9 CUSIP number
General Obligation Corporate Purpose and Refunding Bonds,Series 2016A 030807 W31
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other
instructions) employee shown on 1 Oa
Diane R.Voss,City Clerk 515-239.5105
Type of Issue(enter the issue price).See the instructions and attach schedule.
11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15.
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
18 Other. Describe Op- street,water main,sanitary and storm sewer,bridge,flood mitigation¤t refunding 18 12,665,965 35
19 If obligations are TANS or RANs,check only box 19a . . . . . . . . . . . . . ► ❑
If obligations are BANS,check only box 19b . . . . . . . . . . . . . . . . ► ❑
20 If obligations are in the form of a lease or installment sale,check box . . . . . . . . ► ❑
•. Description of Obli ations.Complete for the entire issue for which this form is being filed.
(a)Final maturity date (b)Issue price (c)Slated redemption (d)Weighted (e)Yield
price at maturity average maturity
21 06/01/2028S 12,665,965.35 11,650,000 5.4535 years 1.3200 %
IM Uses of Proceeds of Bond Issue(including underwriters' discount)
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . 23 12,665,965 35
24 Proceeds used for bond issuance costs(including underwriters'discount). 24 130,309 89
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
t
27 Proceeds used to currently refund prior issues . . . . . . . . . 27 3,290,000
28 Proceeds used to advance refund prior issues . . . . . . . . . 28 ;
29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 3,420,309 89
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30 1 9,245,656 46
Description of Refunded Bonds.Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► 2.2259 years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years
33 Enter the last date on which the refunded bonds will be called(MM/DD/YYYI) . . . . . . ► 0 912 7/2 01 6
34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY) 1 0/1 512 0 0 8
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011)
Form 8038-G(Rev.9-2011) Page 2
LM 'Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIC►
c Enter the name of the GIC provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . 1 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑and enter the following information:
b Enter the date of the master pool obligation►
c Enter the EIN of the issuer of the master pool obligation Ol-
d Enter the name of the issuer of the master pool obligation►
39 If the issuer has designated the issue under section 265(b)(3)(8)(i)(III)(small issuer exception),check box . . . . ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . . . . . . ► ❑
41a If the issuer has identified a hedge,check here► ❑ and enter the following information:
b Name of hedge provider►
c Type of hedge►
d Term of hedge►
42 If the issuer has superintegrated the hedge,check box . . . . . . . . . . . . . . . . . ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations(see instructions),check box . . . . . . . . ► ❑✓
44 If the issuer has established written procedures to monitor the requirements of section 148,check box . . . . . ►
45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount
of reimbursement . . . . . . . . . ►
b Enter the date the official intent was adopted 0-
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return Information,as necessary to
and process t is return,to th son th t I have authorized above. //
Consent aq-�0 t0 Diane R.Voss,City Clerk
Signature of issuer's authorized represent iv Date 'Type or print name and title
Paid Print/Type preparer's name Pr er's 'gDatU V �te Check ❑ if PTIN
Preparer
Robert E.Josten C f�. self-employed P01075995
Use Only Firm's name ► Dorsey&Whitney 11214 Firm's EIN ► 41-0223337
Firm's address ► 801 Grand Ave.,Suite 41 D s Moines,Iowa 50309.8002 Phone no. 515.283.1000
Form 8038-G(Rev,9-2011)