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HomeMy WebLinkAboutA017 - Letter to Dorsey & Whitney dated August 29, 2018 - executed proceedings C1T`` OF Ames Smart Choice August 29, 2018 Dorsey & Whitney LLP 801 Grand, Suite 4100 Des Moines, Iowa 50309 Attention Robert E. Josten RE: General Obligation Corporate Purpose Bonds Your File No. 419370-61 Dear Mr. Josten: Enclosed please find the fully executed proceedings regarding the Council meeting on August 28 when the bids were received and the Resolution adopted awarding the sale and issuance of the above-referenced Bonds. Also enclosed are three fully executed originals of the Continuing Disclosure Certificate and three originals of the Loan Agreement signed by Mayor Haila and attested by me. I understand that you will obtain the signature of a representative of Janney Montgomery Scott. If you have any questions, please call. Thank you for your assistance. Sincerely, Diane R. Voss City Clerk /dry Enclosures Ames419370-61/FINAL2018AGOSale/i ssnc SALE AND ISSUANCE OF GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES 2018A 419370-61 Ames, Iowa August 28, 2018 The City Council of the City of Ames, Iowa, met on August 28, 2018, at 6:00 o'clock p.m., at the City Hall Council Chambers. The meeting was called to order by the Mayor, and the roll was called showing the following Council Members present and absent: Present: Beatty-Hansen, Betcher, Corrieri, Gartin, Martin,Nelson Absent: None. This being the time and place fixed by the Council for the consideration of bids for the purchase of the City's General Obligation Corporate Purpose Bonds, Series 2018A, it was reported that bids had been received and canvassed on behalf of the City at the time and place fixed therefor. Whereupon, such bids were placed on file, and the substance of such bids was noted in the minutes, as follows: Name and Address of Bidder Final Bid (interest cost) (ATTACH BID TABULATION) Council Member Betcher introduced the resolution next hereinafter set out and moved its adoption, seconded by Council Member Gartin. 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, Martin,Nelson Nays: None. Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out. 4- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA TABULATION OF BIDS City of Ames, Iowa $8,120,000* General Obligation Corporate Purpose Bonds, Series 2018A AWARD: JANNEY MONTGOMERY SCOTT LLC RATING: Moody's Investors Service `Aa1' SALE DATE: August 28, 2018 COUPON NET INTEREST COST PURCHASE NAME OF BIDDER RATE YEAR & TRUE INTEREST RATE PRICE JANNEY MONTGOMERY SCOTT LLC 5.00% 2019-2026 $1,416,794.40* $8,737,715.60* Philadelphia, Pennsylvania 3.00% 2027-2030 2.5605%* ROBERT W. BAIRD & CO., INC. 5.00% 2019-2026 $1,445,435.75 $8,709,074.25 Milwaukee, Wisconsin 3.00% 2027-2030 C.L. KING & ASSOC. 2.6183% New York, New York DOUGHERTY & CO. LLC. Minneapolis, Minnesota VINING-SPARKS, LP Chicago, Illinois EDWARD D. JONES & CO St. Louis, Missouri CREWS & ASSOC., INC. Little Rock, Arkansas ROSS, SINCLAIRE & ASSOC. LLC Cincinnati, Ohio SAMCO CAPITAL MARKETS, INC. Houston, Texas DAVENPORT & CO. LLC Richmond, Virginia DUNCAN-WILLIAMS, INC. Richmond, Virginia COUNTRY CLUB BANK Prairie Village, Kansas Syndicate list continued on next page. * Subsequent to the receipt of bids, the City decreased the aggregate par amount of the Bonds to $7,490,000. The resulting Purchase Price decreased to $8,055,195,46, the True Interest Rate increased to 2.5691% and the Net Interest Cost decreased to $1,335,767.04. 801 Grand Avenue, Suite 3300 Des Moines, Iowa 50309 0 (515) 243-2600 Pf M City of Ames, Iowa $8,120,000* General Obligation Corporate Purpose Bonds, Series 2018A Tuesday, August 28, 2018, Page 2 COUPON NET INTEREST COST PURCHASE NAME OF BIDDER RATE YEAR & TRUE INTEREST RATE PRICE BERNARDI SECURITIES, INC. Chicago, Illinois SIERRA PACIFIC SECURITIES Las Vegas, Nevada SUMRIDGE PARTNERS, LLC Jersey City, New Jersey LOOP CAPITAL MARKETS, LLC New York, New York IFS SECURITIES Atlanta, Georgia WINTRUST INVESTMENTS, LLC Rosemont, Illinois R. SEELAUS & CO., INC. Summit, New Jersey FIRST EMPIRE SECURITIES, INC. Hauppauge, New Jersey EASTERN BANK CAPITAL MARKETS Boston, Massachusetts CENTRAL STATES CAPITAL MARKETS Prairie Village, Kansas FMS BONDS, INC. Miami, Florida COMMERCE BANK, N.A. Kansas City, Missouri FIRST KENTUCKY SECURITIES CORP. Louisville, Kentucky ALAMO CAPITAL San Antonio, Texas ISAAK BOND INVESTMENTS, INC. Denver, Colorado MIDLAND SECURITIES Dallas, Texas FIRST SOUTHERN SECURITIES Alpharetta, Georgia MULTI-BANK SECURITIES, INC. Southfield, Michigan UMB BANK, N.A. Kansas City, Missouri FIFTH THIRD SECURITIES, INC. 5.00% 2019-2026 $1,473,257.23 $8,789,668.40 Cincinnati, Ohio 3.50% 2027-2029 3.00% 2030 2.6473% City of Ames, Iowa $8,120,000* General Obligation Corporate Purpose Bonds, Series 2018A Tuesday, August 28, 2018 Page 3 COUPON NET INTEREST COST PURCHASE NAME OF BIDDER RATE YEAR & TRUE INTEREST RATE PRICE PIPER JAFFRAY 5.00% 2019-2021 $1,464,252.80 $8,635,362.20 Minneapolis, Minnesota 4.00% 2022-2028 3.00% 2029-2030 2.6559% FTN FINANCIAL CAPITAL MARKETS 3.00% 2019-2030 $1,438,963.60 $8,273,796.40 Memphis, Tennessee 2.6739% RAYMOND JAMES & ASSOC., INC. 5.00% 2019-2026 $1,496,498.25 $8,720,831.75 Memphis, Tennessee 4.00% 2027 3.00% 2028-2030 2.7074% NORTHLAND SECURITIES, INC. 5.00% 2019-2026 $1,496,567.45 $8,657,942.55 Minneapolis, Minnesota 3.00% 2027-2028 3.00% 20301) 2.7223% WELLS FARGO BANK, N.A. 3.00% 2019-2030 $1,486,133.05 $8,226,626.95 Charlotte, North Carolina 2.7726% 1) Represents a term bond with mandatory redemption sinking payments. Ames419370-61 NINAL2018AGOSale/Issnc RESOLUTION NO. 18-512 Awarding Sale and Authorizing Issuance of General Obligation Corporate Purpose Bonds, Series 2018A and providing for the levy of taxes 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 improvements to streets, acquiring emergency services communication equipment and making improvements at the City's Fire Station #1, 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 Bonds, Series 2018A (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 the substance of such bids noted in the minutes; and WHEREAS, upon final consideration of all bids, the City's municipal advisor has determined that the bid of Janney Montgomery Scott LLC, Philadelphia, PA (the "Purchaser"), is the best, such bid proposing the lowest interest cost to the City; and WHEREAS, it is now necessary to take action to authorize the issuance of the Bonds; NOW, THEREFORE, It Is Resolved by the City Council of the City of Ames, Iowa, as follows: Section 1. The City shall enter into the Loan Agreement with the Purchaser in substantially the form as will be placed on file with the Council, providing for a loan to the City in the principal amount of$7,490,000, for the purposes set forth in the preamble hereof. The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agreement on behalf of the City, and the Loan Agreement is hereby approved. Section 2. The bid of the Purchaser referred to in the preamble is hereby accepted, and the Bonds, in the principal amount of$7,490,000 are hereby awarded to the Purchaser at the price specified in such bid,together with accrued interest. Section 3. The form of agreement of sale (the "Sale Agreement") of the Bonds to the Purchaser is hereby approved, and the Mayor and City Clerk are hereby authorized to execute the Sale Agreement for and on behalf of the City. Section 4. 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$7,490,000, to be dated September 10, 2018, 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: DORSEY &WHITNEY LLP, ATTORNEYS,DES MOINES,IOWA Ames419370-61/FINAL2018AGOS ale/Issnc Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 2019 $575,000 5.00% 2025 $630,000 5.00% 2020 $495,000 5.00% 2026 $660,000 5.00% 2021 $515,000 5.00% 2027 $695,000 3.00% 2022 $545,000 5.00% 2028 $715,000 3.00% 2023 $570,000 5.00% 2029 $735,000 3.00% 2024 $600,000 5.00% 2030 $755,000 3.00% 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." The City reserves the right to prepay part or all of the Bonds maturing in each of the years 2027 to 2030, inclusive, prior to and in any order of maturity on June 1, 2026, 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 for 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, 2019. 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. -3- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,I6WA k Ames419370-61/FINAL2018AGOSale/Issnc 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 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 5. 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 -4- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames419370-61/FINAL2018AGOSale/Issne 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 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 6. The Bonds shall be in substantially the following form: -5- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames419370-61/FINAL2018AGOSale/Issnc (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA STORY COUNTY CITY OF AMES GENERAL OBLIGATION CORPORATE PURPOSE BOND, SERIES 2018A No. $ RATE MATURITY DATE DATE CUSIP % June 1, September 10, 2018 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 June 1, 2019, 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 Bonds, Series 2018A (the "Bonds") issued by the City in the principal amount of$7,490,000, to evidence its obligation under a certain loan agreement, dated as of September 10, 2018 (the "Loan Agreement"), entered into by the City for the purposes of paying the cost, to that extent, of constructing improvements to streets, acquiring emergency services communication equipment and making improvements at the City's Fire Station#1. -6- DORSEY & WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA Ames419370-61/FINAL2018AGOSale/Issnc The Bonds are issued pursuant to and in strict compliance with the provisions of Chapters 76 and 384 of the Code of Iowa, 2017, and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution of the City Council adopted and approved on August 28, 2018, 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 2027 to 2030, inclusive, prior to and in any order of maturity on June 1, 2026, 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 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. -7- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames419370-61/FINAL2018AGOSale/Issnc 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 10, 2018. 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 -8- DORSEY& WHITNEY LLP,ATTORNEYS, DES MOINES,IOWA Ames419370-61/FINAL2018AGOSale/Issnc 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. -9- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames419370-61/FINAL2018AGOSale/Issne Section 7. 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 delivery 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 8. 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, 2019, sufficient to produce the net annual sum of$782,750; For collection in the fiscal year beginning July 1, 2020, sufficient to produce the net annual sum of$778,000; For collection in the fiscal year beginning July 1, 2021, sufficient to produce the net annual sum of$782,250; For collection in the fiscal year beginning July 1, 2022, sufficient to produce the net annual sum of$780,000; For collection in the fiscal year beginning July 1, 2023, sufficient to produce the net annual sum of$781,500; For collection in the fiscal year beginning July 1, 2024, sufficient to produce the net annual sum of$781,500; For collection in the fiscal year beginning July 1, 2025, sufficient to produce the net annual sum of$780,000; For collection in the fiscal year beginning July 1, 2026, sufficient to produce the net annual sum of$782,000; For collection in the fiscal year beginning July 1, 2027, sufficient to produce the net annual sum of$781,150; For collection in the fiscal year beginning July 1, 2028, sufficient to produce the net annual sum of$779,700; For collection in the fiscal year beginning July 1, 2029, sufficient to produce the net annual sum of$777,650. -10- DORSEY & WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames419370-61/FINAL2018AGOSale/Issnc Section 9. 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 8 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 10. 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 11. 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. The City hereby designates the Bonds as "Qualified Tax Exempt Obligations" as that term is used in Section 265(b)(3)(B) of the Internal Revenue Code. -11- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames419370-61/FINAL2018AGOS ale/Issnc Section 12. 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 reasonably determined that the issuer or an obligated person has undertaken in writing for the 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. 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 13. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved August 28, 2018. Mayor Att st• City Clerk Upon motion and vote, the meeting was adjourned. Mayor Attest: City Clerk -12- DORSEY & WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames419370-61/FINAL2018AGOSale/Issnc STATE OF IOWA COUNTY OF STORY SS: CITY OF AMES I, 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 sale and issuance of General Obligation Corporate Purpose Bonds, Series 2018A, evidencing the City's obligation under a certain 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. WITNESS MY HAND this 28th day of August, 2018. City Clerk (Attach here a copy of the bid of the successful bidder.) -13- DORSEY & WHITNEY LLP,ATTORNEYS, DES MOINES,IOWA i 1-11"l 1 lilu i U1111 rage 1 oI L Upcoming Calendar IOverview Result Excel Janney Montgomery Scott LLC - Philadelphia , PA's Bid Ames $8,120,000 General Obligation Corporate Purpose Bonds, Series 2018A For the aggregate principal amount of$8,120,000.00, we will pay you $8,737,715.60, plus accrued interest from the date of issue to the date of deli'very. The Bonds are to bear interest at the following rate(s): Maturity Date Amount$Coupon %Yield % Dollar Price 06/01/2019 625M 5.0000 1.5500 102.475 06/01/2020 590M 5.0000 1.6700 105.636 06/01/2021 605M 5.0000 1.8000 108.469 06/01/2022 620M 5.0000 1.9100 111.056 06/01/2023 635M 5.0000 2.0200 113.362 06/01/2024 655M 5.0000 2.1500 115.271 06/01/2025 675M 5.0000 2.2800 116.866 06/01/2026 695M 5.0000 2.4000 118.229 06/01/2027 720M 3.0000 2.5000 103.490 06/01/2028 740M 3.0000 2.6000 102.780 06/01/2029 765M 3.0000 2.7000 102.076 06/01/2030 795M 3.0000 2.8000 101.378 Total Interest Cost: $2,034,510.00 Premium: $617,715.60 Net Interest Cost: $1,416,794.40 TIC: 2.560541 Time Last Bid Received On:08/28/2018 10:41:54 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: Janney Montgomery Scott LLC, Philadelphia , PA Contact: Matthew Davis Title: Telephone:215-665-6521 Fax: 215-557-8648 Issuer Name: City of Ames Company Name: Accepted By: Accepted By: Date: Date: https://www.newlssuehome.1-deal.com/Parity/asp/main.asp?frame=content&page=parityBi... 8/28/2018 Ames419370-61/2018A/CDC 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 $7,490,000 General Obligation Corporate Purpose Bonds, Series 2018A (the "Bonds"), dated September 10, 2018. The Bonds are being issued pursuant to a resolution of the Issuer approved on August 28, 2018 (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.ory,. "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. -1- Ames419370-61/2018A/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 2017-2018 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. -2- Ames4 1 93 70-6 1/20 1 8A/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. -3- Ames419370-61/2018A/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. -4- Ames419370-61/2018A/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 -5- Ames419370-61/2018A/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 10, 2018 CITY OF AMES, IOWA By <) Mayor Attest: n City Clerk -6- LOAN AGREEMENT This Loan Agreement is entered into as of September 10, 2018, by and between the City of Ames, Iowa (the"City"),and Janney Montgomery Scott LLC,Philadelphia,PA(the"Purchaser"). The parties agree as follows: 1. The Purchaser shall loan to the City the sum of$7,490,000, and the City's obligation to repay hereunder shall be evidenced by the issuance of General Obligation Corporate Purpose Bonds, Series 2018A in the aggregate principal amount of$7,490,000(the"Bonds"). 2. The City adopted a resolution on August 28, 2018 (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 10, 2018, 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 MES, IOWA Attest: Mayor v. City Clerk JANNEY MONTGOMERY SCOTT LLC By (Signature) (Print Name and Title)