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HomeMy WebLinkAboutA017 - Closing Certificate dated September 27, 2016 r Ames/419370-56/Closing Cert&Ur Please Return To: DORSEY & WHITNEY ATTORNEYS AT LAW CLOSING CERTIFICATE 801 Grand, Suite 4100 Des 11toines, Iowa 50309 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. - t A5 k k DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IO\ "d 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 1USES [b � $9,245,000.00 e posit to Project Fund !Current Refunding of Refunded Obligations $3,290,000 00 ............... $66,709.89. Underwriter's Discount !Costs of Issuance _ $63,600.00 Additional Proceeds $655.46 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); -2- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/419370-56/Closing Cert&Ltr (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 -3- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/419370-56/Closing Cert&Ltr 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. -4- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/419370-56/Closing Cert&Ltr 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 -5- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA I