HomeMy WebLinkAboutA041 - Index of Bond Transcript - Closing Date of February 19, 2021 INDEX OF BOND TRANSCRIPT
$5,107,055.19 Taxable Sewer Revenue Improvement and Refunding Bond,
SRF Series 2021
Closing Date: February 19, 2021
City of Ames, Iowa
1. Set Date Resolution(January 12, 2021), Affidavit ofPublication
2. Hearing and Issuance Resolution(January 26, 2021)
3. Closing Certificate
4. First Amendment to Loan and Disbursement Agreement
5. Specimen Bond
6. Bond Counsel Opinion
Ames/419370-63/1"'/2-Sewer Rev WRR
SET DATE FOR HEARING ON
ENTERING INTO AN AMENDED LOAN
AND DISBURSEMENT AGREEMENT
419370-63
(SRF Sponsored Project)
Ames, Iowa
January 12, 2021
The City Council of the City of Ames, Iowa, met on January 12, 2021, at 6:00 p.m., at the
City Hall Council Chambers, in the City.
Due to federal and state government recommendations in response to COVID-19 pandemic
conditions, public access to the meeting was provided electronically via Zoom, which was
accessible at the following:
DUE TO THE COVID-19 PANDEMIC, THIS CITY COUNCIL MEETING WILL BE
CONDUCTED AS AN ELECTRONIC MEETING. IF YOU WISH TO PROVIDE INPUT
ON ANY ITEM,YOU MAY DO SO AS A VIDEO PARTICIPANT BY GOING TO:
https://zoom.us/i/826593023
OR BY TELEPHONE BY DIALING: US:1-312-626-6799 or toll-free: 1-888-475-4499
Zoom Meeting ID: 826 593 023
Electronic access information was included in the posted agenda of this public meeting.
The Mayor presided and the roll was called showing the following members of the Council
present and absent:
Present: Beatty-Hansen, Betcher, Corrieri, Gartin, Junck, Martin
Absent: None.
Council Member Betcher introduced the resolution hereinafter next set out and moved its
adoption,seconded by Council Member Junck;and after due consideration thereof by the Council,
the Mayor put the question upon the adoption of the said resolution and the roll being called, the
following named Council Members voted:
Ayes: Beatty-Hansen,Betcher, Corrieri, Gartin, Junck, Martin
Nays: None.
The Mayor declared the resolution duly adopted as follows:
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-63/1"/2-Sewer Rev WRR
RESOLUTION NO. 21-005
Resolution to fix a date for a public hearing on proposal to enter into an amended
Sewer Revenue Loan and Disbursement Agreement and to borrow money
thereunder in a principal amount not to exceed$6,075,000
WHEREAS,the City of Ames (the"City"), in Story County, State of Iowa, did heretofore
establish a Municipal Sanitary Sewer System (the "Utility") in and for the City which has
continuously supplied sanitary sewer service in and to the City and its inhabitants since its
establishment; and
WHEREAS,the management and control of the Utility are vested in the City Council (the
"Council") and no board of trustees exists for this purpose; and
WHEREAS, pursuant to a prior resolution of the Council, the City has heretofore issued
its $3,121,000 Sewer Revenue Bond, SRF Series 2012, dated November 16, 2012 (the "Series
2012 Bond"), a portion of which remains outstanding; and
WHEREAS, pursuant to a prior resolution of the Council, the City has heretofore issued
its $797,000 Taxable Sewer Revenue Bond, SRF Series 2016, dated September 30, 2016 (the
"Series 2016 Bond"), a portion of which remains outstanding; and
WHEREAS, pursuant to a prior resolution of the Council, the City has heretofore issued
its $1,001,000 Taxable Sewer Revenue Bond, SRF Series 2018, dated February 16, 2018 (the
"Series 2018 Bond"), a portion of which remains outstanding; and
WHEREAS,pursuant to the resolutions(the"Outstanding Bond Resolutions")authorizing
the issuance of the Series 2012 Bond,the Series 2016 Bond and the Series 2018 Bond(collectively,
the"Outstanding Bonds"),the City reserved the right to issue additional obligations payable from
the net revenues of the Utility and ranking on a parity with the Outstanding Bonds under the terms
and conditions set forth in the Outstanding Bond Resolutions; and
WHEREAS, pursuant to a prior resolution of the Council (the "Series 2018-2 Bond
Resolution"), the City has heretofore issued its $5,700,000 Taxable Sewer Revenue Bond, SRF
Series 2018-2, dated October 19, 2018 (the "Series 2018-2 Bond") to the Iowa Finance Authority
(the"Lender"), a portion of which remains outstanding; and
WHEREAS,pursuant to the Series 2018-2 Bond Resolution, the City reserved the right to
call the Series 2018-2 Bond for early redemption, subject to the conditions set forth in the Series
2018-2 Bond Resolution; and
WHEREAS,the City will undertake the construction of a certain water resource restoration
project (the "Project"); and
WHEREAS,the Lender has agreed to provide financing for the Project by refinancing the
Series 2018-2 Bond, increasing its principal amount and decreasing the interest rate thereon; and
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA
Ames/419370-63/1"'/2-Sewer Rev WRR
WHEREAS, the City now proposes to enter into an amended Loan and Disbursement
Agreement(the"Agreement")and to borrow money thereunder in a principal amount not to exceed
$6,075,000,pursuant to the provisions of Section 384.24A of the Code of Iowa,for the purpose of
paying the cost, to that extent, of (1) current refunding the Series 2018-2 Bond; and
(2) constructing the Project, and it is necessary to fix a date of meeting of the Council at which it
is proposed to take action to enter into the Agreement and to give notice thereof as required by
such law;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Ames, Iowa, as
follows:
Section 1. This City Council shall meet on January 26, 2021, 6:00 o'clock p.m., at
which time and place a hearing will be held and proceedings will be instituted and action taken to
enter into the Agreement. DUE TO THE COVID-19 PANDEMIC, THIS CITY COUNCIL
MEETING WILL BE CONDUCTED AS AN ELECTRONIC MEETING. IF YOU WISH TO
PROVIDE INPUT ON ANY ITEM, YOU MAY DO SO AS A VIDEO PARTICIPANT BY
GOING TO: https://zoom.us/j/826593023 OR BY TELEPHONE BY DIALING: US:1-312-626-
6799 or toll-free: 1-888-475-4499/Zoom Meeting ID: 826 593 023
Section 2. The City Clerk is hereby directed to give notice of the proposed action on
the Agreement setting forth the amount and purpose thereof, the time when and place where the
said meeting will be held, by publication at least once, not less than four (4) and not more than
twenty (20) days before the meeting, in a legal newspaper which has a general circulation in the
City. The notice shall be in substantially the following form:
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-63/1""/z-Sewer Rev WRR
NOTICE OF PROPOSED ACTION TO INSTITUTE PROCEEDINGS TO ENTER INTO AN
AMENDED LOAN AND DISBURSEMENT AGREEMENT AND TO BORROW MONEY
THEREUNDER IN A PRINCIPAL AMOUNT NOT TO EXCEED $6,075,000
(SEWER REVENUE)
The City Council of the City of Ames, Iowa, will meet on January 26, 2021, at the City
Hall Council Chambers, at 6:00 p.m.,for the purpose of instituting proceedings and taking action
to enter into a loan and disbursement agreement (the "Agreement") and to borrow money
thereunder in a principal amount not to exceed $6,075,000 for the purpose of paying the cost, to
that extent, of(1)current refunding the City's outstanding Taxable Sewer Revenue Bond, SRF
Series 2018-2, dated October 19, 2018; and (2) undertaking the construction of a certain water
resource restoration project.
Due to federal and state government recommendations in response to COVID-19 pandemic
conditions, public access to the meeting will provided electronically via Zoom, which will be
accessible at the following:
[Insert electronic access information]
In addition to electronic access, written comments may be filed or made prior to the
meeting and will be recorded in the minutes.
The Agreement will not constitute a general obligation of the City, nor will it be payable
in any manner by taxation but, together with the City's outstanding Sewer Revenue Bond, SRF
Series 2012, dated November 16, 2012; Taxable Sewer Revenue Bond, SRF Series 2016, dated
September 30, 2016; Taxable Sewer Revenue Bond, SRF Series 2018, dated February 16, 2018;
and any additional obligations of the City as may be hereafter issued and outstanding from time to
time ranking on a parity therewith, will be payable solely and only from the Net Revenues of the
Municipal Sanitary Sewer System of the City.
At that time and place, oral or written objections may be filed or made to the proposal to
enter into the Agreement. After receiving objections, the City may determine to enter into the
Agreement, in which case, the decision will be final unless appealed to the District Court within
fifteen(15) days thereafter.
By order of the City Council of the City of Ames, Iowa.
Diane Voss
City Clerk
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/4193 70-63/1 S''/2-Sewer Rev WRR
Section 3. Pursuant to Section 1.150-2 of the Income Tax Regulations (the
"Regulations") of the Internal Revenue Service, the City declares (a) that it intends to undertake
the Project which is reasonably estimated to cost approximately $375,000, (b) that other than (i)
expenditures to be paid or reimbursed from sources other than the issuance of bonds,notes or other
obligations (the "Bonds"), or (ii) expenditures made not earlier than 60 days prior to the date of
this Resolution or a previous intent resolution of the City, or (iii) expenditures amounting to the
lesser of $100,000 or 5% of the proceeds of the Bonds, or (iv) expenditures constituting
preliminary expenditures as defined in Section 1.150-2(f)(2) of the Regulations, no expenditures
for the Project has heretofore been made by the City and no expenditures will be made by the City
until after the date of this Resolution or a prior intent resolution of the City, and (c) that the City
reasonably expects to reimburse the expenditures made for costs of the City out of the proceeds of
the Bonds. This declaration is a declaration of official intent adopted pursuant to Section 1.150-2
of the Regulations.
Section 4. All resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
Section 5. This resolution shall be in full force and effect immediately upon its
adoption and approval, as provided by law.
Passed and approved January 12, 2021. 4�4
Mayor
Attest:
City Clerk
On motion and vote,the meeting adjourned.
Mayor
Attest:
City Clerk
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-63/1"%z-Sewer Rev WRR
ATTESTATION CERTIFICATE:
STATE OF IOWA
COUNTY OF STORY SS:
CITY OF AMES
I, the undersigned, City Clerk of the City of Ames, Iowa, do hereby certify that attached
hereto is a true and correct copy of the proceedings of the City Council relating to fixing a date for
hearing on the City Council's proposal to take action in connection with an amended Loan and
Disbursement Agreement.
WITNESS MY HAND this 12th day of January, 2021.
1 (2 A LZ
City Clerk
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-63/11"/2-Sewer Rev WRR
ORGANIZATION AND ESTABLISHMENT CERTIFICATE:
STATE OF IOWA
COUNTY OF STORY SS:
CITY OF AMES
I, the undersigned City Clerk, do hereby certify that the City of Ames, Iowa, is organized
and operating under the provisions of Title IX of the Code of Iowa and not under any special
charter and that the City is operating under the Mayor-Council form of government and that there
is not pending or threatened any question or litigation whatsoever touching the incorporation of
the City, the inclusion of any territory within its limits or the incumbency in office of any of the
officials hereinafter named.
And I do further certify that the following named parties are officials of the City as
indicated:
John A. Haila Mayor
Steven L. Schainker City Manager
Diane R. Voss City Clerk
Roger Wisecup City Treasurer
Duane Pitcher Finance Director
Amber Corrieri Council Member/Mayor Pro Tem
Bronwyn Beatty-Hansen Council Member
Gloria Betcher Council Member
Tim Gartin Council Member
Rachel Junck Council Member
David Martin Council Member
I further certify that the City established the Municipal Sanitary Sewer System (the
"Utility"), and that the Utility has been in continuous operation by the City since its establishment
in supplying sanitary sewer service to the City and its inhabitants.
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-63/1"V:-Sewer Rev WRR
I further certify that the management and control of the Utility are vested in the Council of
the City, and that no board of trustees exists which has any part of the control and management of
such Utility.
WITNESS MY HAND this 12th day of January, 2021.
City Clerk
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-63/1""/z-Sewer Rev WRR
OUTSTANDING DEBT CERTIFICATE:
STATE OF IOWA
COUNTY OF STORY SS:
CITY OF AMES
I, the undersigned, City Clerk of the City of Ames, Iowa (the "City"), do hereby certify
that the City has no bonds or other obligations of any kind now outstanding which are secured by
and payable from the revenues derived from the operation of the Municipal Sanitary Sewer System
(the "Utility"), except as follows:
Principal Amount
Date Type Outstanding Maturity
11-16-2012 Sewer Revenue $ 06-01-2033
09-30-2016 Sewer Revenue $ 06-01-2036
02-16-2018 Sewer Revenue $ 06-01-2038
10-19-2018 Sewer Revenue $ 06-01-2038
(Attach here a separate sheet listing any other outstanding obligations of the
City secured by and payable from the revenues of the Utility excluding the
proposed issue.)
WITNESS MY HAND this 12th day of January, 2021.
City Clerk
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-63/111%-Sewer Rev WRR
PUBLICATION CERTIFICATE:
STATE OF IOWA
COUNTY OF STORY SS:
CITY OF AMES
I, the undersigned, City Clerk of the City of Ames, Iowa, do hereby certify that pursuant
to the resolution of its City Council fixing a date of meeting at which it is proposed to take action
to enter into an amended loan and disbursement agreement, the notice, of which the printed slip
attached to the publisher's affidavit hereto attached is a true and complete copy,was published on
the date and in the newspaper specified in such affidavit,which newspaper has a general circulation
in the City.
WITNESS MY HAND this 12th day of January, 2021.
City Clerk
(Attach here the publisher's original affidavit with clipping of the notice, as published.)
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Proof Of Publication in
THEAMES TRIBUNE
#1388146
NOTICE OF PROPOSED ACTION TO
INSTITUTE PROCEEDINGS TO
ENTER INTO AN AMENDED LOAN
AND DISBURSEMENT AGREEMENT
AND TO BORROW MONEY
CITY OF AMES THEREUNDER IN A PRINCIPAL
AMOUNT NOT TO EXCEED
515 CLARK AVENUE 3e10751000
AMES,IA 500100811 (SEWER REVENUE)
The City Council of the City of
Ames.Iowa,will meet on January
STATE OF IOWA,STORY COUNTY 26,2021,at"0 p.m.,for the our.
pose of Instituting proceedings
and taking action to enter Into a
loan and disbursement agreement
�, ,on oath depose and say (the`Agreement')and to borrow
lhat.l�ttl the alC1& ofTiEAMESTRIBUNE„adail money thereunder Ina principal
� y amount not to exceed $6,075,000
newspaper,published at;Ames,Story County,Iowa that the for the purpose of paying the cost,
annexed printed: to that extent, of (1) current
refunding the City's outstanding
Taxable Sewer Revenue Bond,SRF
Series 2018.2. dated October 19,
CITY OF AMES 2018;and(2)undertaking the con-
struction of a certain water re-
January 26,2021 Hearing Notice source restoration project Due to
federal and state government rec-
ommendations In response to
COVID-Is pandemic conditions,
was published in said newspaper 1 time(s)on public access to the meeting will
be provided electronically via
Zoom,which will be accessible at
January 20.2021 thefollowing:
IF YOU WISH TO PROVIDE INPUT
the last day Of said publication being the ON ANY ITEM,YOU MAY 00 SO AS
20th day of January,2021 A VIDEO PARTICIPANT BY IZOIN43
To:Iit4rzs;1!_;c?pin.uslllsG#2J4A
OR BY TELEPHONE BY DIALING:
US:1-312.626-6799 or toll-free: 1-
SM-475.4499
Zoom Meeting ID:826 593 023
In addition to electronic access,
written comments may be flied or
made prior to the meeting and wl11
be recorded In the minutes. The
Agreement will not constitute a
general obligation of the City,nor
will It be payable In any manner
by taxation but.together with the
Clty's outstanding Sewer Revenue
Bond,SRF Series 2012,dated No-
vember 16, 2012; Taxable Sewer
Revenue Bond, SRF Series 2016,
dated September 30.2016;Taxa-
ble Sewer Revenue Bond,SRF Ser-
les 2016,dated February 16,2018.
and any additional obligations of
the City as may be hereafter is-
Legal Clerk v sued and outstanding from time
e, to time ranking on a parity there-
with, will be payable solely and
only from the Net Revenues of the
Municipal Sanitary Sewer System
of the City.At that time and place.
oral or written objections may be
Notary Public,State of Wis:onsln,,Count of.Brown filed or made to the proposal to
enter Into the Agreement. After
1 receiving objections,the City may
determine to enter Into the Agree-
ment,In which case,the decision
led to
My commission expires the District 1 eo its within aflfteen
(15)days thereafter. By order of
swom to before me and subscribed in my pros c this the the City council of the City of
20th day of January,2021 tigt�tt J i Efi Ames,Iowa.
L Diane Voss City Clerk
������r,r1iY1lplt;rr�
Published in the Ames Tribune on
y.n January 20,2021(1T)
FEE: $43.$4 �ir`4
ADM 0001388146 +��y r•
ACCT: 33408
� •' "" 'y. Page 1 of t
OF tM1 '
Ames/419370-63/2n '/x Hrg&Iss—Sewer Rev Rfdg WRR
(Hearing/Issuance - Revenue)
419370-63
Ames,Iowa
January 26,2021
A meeting of the City Council of the City of Ames, Iowa, was held on January 26, 2021,
at 6:00 p.m. at the City Hall Council Chambers, Ames,Iowa.
Due to federal and state government recomm9ndations in response to COVID-19 pandemic
conditions, public access to the meeting was provided electronically via Zoom, which was
accessible at the following:
htt-ps://zoom.us/i/826593023
OR BY TELEPHONE BY DIALING: US:1-312-626-6799 or toll-free: 1-888-475-4499
Zoom Meeting ID: 826 593 023
Electronic access information was included in the published notice and posted agenda of
this public meeting.
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, Junck,Martin.
Absent: None.
This being the time and place specified for holding the public hearing and taking action on
the proposal to enter into an amended Sewer Revenue Loan and Disbursement Agreement, the
City Clerk announced that no written objections had been placed on file. Whereupon, the Mayor
called for any written or oral objections, and there being none, the Mayor declared the public
hearing closed.
After due consideration and discussion,Council Member Corrieri introduced the following
resolution 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, Junck, Martin.
Nays: None.
Whereupon,the Mayor declared the resolution duly adopted as hereinafter set out.
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-63/2id'h Hrg&Iss—Sewer Rev WRR
RESOLUTION NO. 21-055
Resolution authorizing and approving an amended Loan and Disbursement
Agreement and providing for the issuance and securing the payment of
$5,107,055.19 Taxable Sewer Revenue Improvement and Refunding Bonds, Series
2021
WHEREAS,the City of Ames (the"City"), in Story County, State of Iowa, did heretofore
establish a Municipal Sanitary Sewer System (the "Utility") in and for the City which has
continuously supplied sanitary sewer service in and to the City and its inhabitants since its
establishment; and
WHEREAS,the management and control of the Utility are vested in the City Council (the
"Council"), and no board of trustees exists for this purpose; and
WHEREAS, pursuant to a prior resolution of the Council, the City has heretofore issued
its $3,121,000 Sewer Revenue Bond, SRF Series 2012, dated November 16, 2012 (the "Series
2012 Bond"), a portion of which remains outstanding; and
WHEREAS, pursuant to a prior resolution of the Council, the City has heretofore issued
its $797,000 Taxable Sewer Revenue Bond, SRF Series 2016, dated September 30, 2016 (the
"Series 2016 Bond"), a portion of which remains outstanding; and
WHEREAS, pursuant to a prior resolution of the Council, the City has heretofore issued
its $1,001,000 Taxable Sewer Revenue Bond, SRF Series 2018, dated February 16, 2018 (the
"Series 2018 Bond"), a portion of which remains outstanding;and
WHEREAS,pursuant to the resolutions(the"Outstanding Bond Resolutions")authorizing
the issuance of the Series 2012 Bond,the Series 2016 Bond and the Series 2018 Bond(collectively,
the"Outstanding Bonds"), the City reserved the right to issue additional obligations payable from
the net revenues of the Utility and ranking on a parity with the Outstanding Bonds under the terms
and conditions set forth in the Outstanding Bond Resolutions; and
WHEREAS, pursuant to a prior resolution of the Council (the "Series 2018-2 Bond
Resolution"), the City has heretofore issued its $5,700,000 Taxable Sewer Revenue Bond, SRF
Series 2018-2, dated October 19, 2018 (the"Series 2018-2 Bond")to the Iowa Finance Authority
(the"Lender"), a portion of which remains outstanding; and
WHEREAS,pursuant to the Series 2018-2 Bond Resolution, the City reserved the right to
call the Series 2018-2 Bond for early redemption, subject to the conditions set forth in the Series
2018-2 Bond Resolution; and
WHEREAS,the City will undertake the construction of a certain water resource restoration
project(the "Project"); and
WHEREAS,the Lender has agreed to provide financing for the Project by refinancing the
Series 2018-2 Bond, increasing its principal amount and decreasing the interest rate thereon; and
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/4193iO-63/2`%Hrg&Iss—Sewer Rev WRR
WHEREAS, pursuant to Section 384.24A of the Code of Iowa, the City has heretofore
proposed to contract indebtedness and enter into a certain amended Sewer Revenue Loan and
Disbursement Agreement and to borrow money thereunder in a principal amount not to exceed
$6,075,000, for the purpose of paying the cost, to that extent: of(1) current refunding the Series
2018-2 Bond,and(2)constructing the Project,and has published notice of the proposed action and
has held a hearing thereon on January 26, 2021; and
WHEREAS, it is now necessary to authorize the issuance of Taxable Sewer Revenue
Improvement and Refunding Bonds, Series 2021 (the"Bonds"),authorize the calling of the Series
2018-2 Bond, and approve an amendment (the "Amendment") to the Sewer Revenue Loan and
Disbursement Agreement between the City and the Lender,dated October 19,2018 (the"Original
Agreement");
NOW, THEREFORE, Be It Resolved by the City Council of the City of Ames, Iowa, as
follows:
Section 1. The City Clerk, as Registrar and Paying Agent for the Series 2018-2 Bond
is hereby authorized and directed to take all action necessary to call the Series 2018-2 Bond for
early redemption on February 12, 2021.
Section 2. The Lender shall provide for a loan(the "Loan")to the City in the amount
of$5,107,055.19,for the purposes as set forth in the preamble hereof. The terms of the Loan shall
be as set forth herein and in the Original Agreement, (the Original Agreement as amended by the
Amendment shall hereinafter be referred to as the"Agreement"). The Original Agreement and the
Amendment shall be in substantially the forms as have been placed on file with the City.
The Mayor and City Clerk are hereby authorized and directed to sign the Amendment on
behalf of the City, and the Amendment is hereby approved.
Section 3. The Bonds are hereby authorized to be issued in evidence of the obligation
of the City under the Agreement, in the aggregate principal amount of$5,107,055.19,to be dated
the date of delivery to or upon the direction of the Lender, and bearing interest from the date of
each advancement made at the rate of 0.86%per annum pursuant to the Agreement,until payment
thereof, as set forth in Exhibit A attached to the Agreement.
The Bonds, at the request of the Lender, shall be initially issued as a single Bond in the
denomination of$5,107,055.19 and numbered R-1.
The City Clerk 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."
Payment of the principal of and interest on the Bonds and premium,if any,shall be payable
at the office of the Paying Agent to the registered owners thereof appearing on the registration
books of the City. All such payments, except full redemption, shall be made to the registered
owners appearing on the registration books at the close of business on the fifteenth day of the
month next preceding the payment date. Final payment of principal shall only be made upon
surrender of the Bond or Bonds to the Paying Agent.
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-63/2"%s Hrg&Iss—Sewer Rev WRR
In addition to the payment of principal of and interest on the Bonds,the City also agrees to
pay the Initiation Fee and the Servicing Fee (defined in the Agreement) in accordance with the
terms of the Agreement.
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. The issuance of the Bonds and
the amount of the Loan advanced thereunder shall be recorded in the office of the City Treasurer,
and the certificate on the back of each Bond shall be executed with the official manual or facsimile
signature of the City Treasurer. 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 such 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 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. Each Bond shall be transferable without
cost to the registered owner thereof 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.
The Bonds are subject to optional redemption by the City at a price of par plus accrued
interest (i)on any date with the prior written consent of the Lender, or(ii) in the event that all or
substantially all of the Project is damaged or destroyed. Any optional redemption of the Bonds by
the City may be made from any funds regardless of source,in whole or from time to time in part,
in inverse order of maturity upon not less than thirty (30)days' notice of redemption by facsimile,
e-mail,certified or registered mail to the Lender(or any other registered owner of the Bonds). The
Bonds are also subject to mandatory redemption as set forth in Section 5 of the Agreement.
All of the Bonds and the interest thereon, together with the Outstanding Bonds and any
additional obligations as may be hereafter issued and outstanding from time to time ranking on a
parity therewith under the conditions set forth herein(which additional obligations are hereinafter
sometimes referred to as "Parity Obligations"), shall be payable solely from the Net Revenues of
the Utility and the Sinking Fund hereinafter referred to, both of which are hereby pledged to the
payment of the Bonds. The Bonds shall be a valid claim of the owners thereof only against said
Net Revenues and Sinking Fund. None of the Bonds shall be a general obligation of the City,nor
payable in any manner by taxation, and under no circumstances shall the City or the Utility be in
any manner liable by reason of the failure of the Net Revenues of the Utility to be sufficient for
the payment in whole or in part of the Bonds and the interest thereon.
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 and delivery to the Lender, upon receipt of the loan proceeds (the "Loan Proceeds"),
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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and all action heretofore taken in connection with the Agreement is hereby ratified and confirmed
in all respects.
Section 5. The Bonds shall be in substantially the following form:
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA
STORY COUNTY
CITY OF AMES
TAXABLE SEWER REVENUE IMPROVEMENT AND REFUNDING BOND, SERIES 2021
No. R-1 $5,107,055.19
RATE MATURITY DATE BOND DATE
0.86% June 1, 2038 February 12, 2021
The City of Ames(the"City"),in Story County,State of Iowa,for value received,promises
to pay from the source and as hereinafter provided on the maturity date of this Bond,to
IOWA FINANCE AUTHORITY
or registered assigns,the principal sum of
FIVE MILLION ONE HUNDRED SEVEN THOUSAND FIFTY-FIVE DOLLARS AND
NINETEEN CENTS.
Interest at the rate specified above shall be payable semiannually on June 1 and
December 1 of each year, commencing June 1, 2021, and principal shall be due and payable in
installments in the amounts shown on the Principal Payment Schedule, attached hereto as Exhibit
A, on June 1, 2021, and annually thereafter on June 1 in each year until the principal and interest
are fully paid, except that the final installments of the entire balance of principal and interest, if
not sooner paid, shall become due and payable on June 1,2038. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months.
The City Clerk shall act as Registrar and Paying Agent and may be hereinafter referred to
as the"Registrar" or the"Paying Agent."
Payment of the principal of and interest on this Bond and premium,if any, shall be payable
at the office of the Paying Agent to the registered owners thereof appearing on the registration
books of the City at the addresses shown on such registration books. All such payments, except
full redemption, shall be made to the registered owners appearing on the registration books at the
close of business on the fifteenth day of the month next preceding the payment date. Final payment
of principal shall only be made upon surrender of this Bond to the Paying Agent.
This Bond is one of a series of bonds (the "Bonds") issued by the City to evidence its
obligation under a certain Loan and Disbursement Agreement, as amended, dated the date hereof
(the"Agreement") entered into by the City for the purpose of providing funds to pay a portion of
the cost of(1) current refunding the City's outstanding Taxable Sewer Revenue Bond, SRF Series
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2018-2, dated October 19, 2018; and (2) constructing a certain water resource restoration project
(the"Project").
The Bonds are issued pursuant to and in strict compliance with the provisions of
Sections 384.24A and 384.83 of the Code of Iowa, 2019, and all other laws amendatory thereof
and supplemental thereto,and in conformity with a resolution of the City Council authorizing and
approving the Agreement and providing for the issuance and securing the payment of the Bonds
(the"Resolution"), and reference is hereby made to the Resolution and the Agreement for a more
complete statement as to the source of payment of the Bonds and the rights of the owners of the
Bonds.
The Bonds shall be subject to optional redemption by the City at a price of par plus accrued
interest (i)on any date with the prior written consent of the Iowa Finance Authority, or(ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any optional redemption
of the Bonds by the City may be made from any funds regardless of source, in whole or from time
to time in part,in inverse order of maturity upon not less than thirty(30)days'notice of redemption
by facsimile, e-mail, certified or registered mail to the Iowa Finance Authority (or any other
registered owner of the Bonds). The Bonds are also subject to mandatory redemption as set forth
in Section 5 of the Agreement.
The Bonds are not general obligations of the City but,together with the City's outstanding
Sewer Revenue Bond,SRF Series 2012,dated November 16,2012;Taxable Sewer Revenue Bond,
SRF Series 2016, dated September 30, 2016; Taxable Sewer Revenue Bond, SRF Series 2018,
dated February 16,2018;and any additional obligations as may be hereafter issued and outstanding
from time to time ranking on a parity therewith under the conditions set forth in the Resolution,
are payable solely and only out of the future Net Revenues (as defined in the Resolution) of the
Utility of the City, a sufficient portion of which has been ordered set aside and pledged for that
purpose. This Bond is not payable in any manner by taxation, and under no circumstances shall
the City be in any manner liable by reason of the failure of the said Net Revenues to be sufficient
for the payment of this Bond and the interest thereon.
This Bond is fully negotiable but shall be fully registered as to both principal and interest
in the name of the owner on the books of the City in the office of the Registrar, after which no
transfer shall be valid unless made on said books and then only upon presentation of this Bond to
the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or
the assignment form hereon completed and duly executed by the registered owner or the duly
authorized attorney for such registered owner.
The City, the Registrar and the Paying Agent may deem and treat the registered owner
hereof as the absolute owner for the purpose of receiving payment of or on account of principal
hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the
Registrar and the Paying Agent shall not be affected by any notice to the contrary.
And It Is Hereby Certified, Recited and Declared that all acts, conditions and things
required to exist, happen and be performed precedent to and in the issuance of the Bonds have
existed, have happened and have been performed in due time, form and manner, as required by
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law, and that the issuance of the Bonds does not exceed or violate any constitutional or statutory
limitation or provision.
IN TESTIMONY WHEREOF, the City of Ames, Iowa, has caused this Bond to be
executed by its Mayor and attested by its City Clerk, all as of the Bond Date.
CITY OF AMES, IOWA
By (Do Not Sign)
Mayor
Attest:
(Do Not Sign)
City Clerk
(On the back of each Bond the following certificate shall be executed with the duly
authorized signature of the City Treasurer)
STATE OF IOWA
STORY COUNTY SS: CITY TREASURER'S CERTIFICATE
CITY OF AMES
The original issuance of the Bonds, of which this Bond is a part, was duly and properly
recorded in my office as of the Bond Date.
(Do Not Sign)
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 As Custodian for
of 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:
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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EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Date Date
June 1 Amount June I Amount
2021 $241,055.19 2030 $286,000.00
2022 $262,000.00 2031 $289,000.00
2023 $265,000.00 2032 $292,000.00
2024 $267,000.00 2033 $295,000.00
2025 $270,000.00 2034 $299,000.00
2026 $273,000.00 2035 $302,000.00
2027 $277,000.00 2036 $305,000.00
2028 $280,000.00 2037 $309,000.00
2029 $283,000.00 2038 $312,000.00
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Section 6. The Loan Proceeds shall be held by the Lender and disbursed for costs of
(1) current refunding the Series 2018-2 Bond; and(2) constructing the Project.
Section 7. So long as any of the Bonds, the Outstanding Bonds or any Parity
Obligations are outstanding,the City shall continue to maintain the Utility in good condition, and
the Utility shall continue to be operated in an efficient manner and at a reasonable cost as a revenue
producing undertaking. The City shall establish, impose, adjust and provide for the collection of
rates to be charged to customers of the Utility, including the City, to produce gross revenues
(hereinafter sometimes referred to as the"Gross Revenues")at least sufficient to pay the expenses
of operation and maintenance of the Utility, which shall include salaries, wages, cost of
maintenance and operation, materials, supplies, insurance and all other items normally included
under recognized accounting practices (but does not include allowances for depreciation in the
valuation of physical property) (which such expenses are hereinafter sometimes referred to as the
"Operating Expenses") and to leave a balance of net revenues (herein referred to as the "Net
Revenues") equal to at least 110% of the principal of and interest on all of the Bonds, the
Outstanding Bonds and any other Parity Obligations due in such fiscal year, as the same become
due.
Section 8. The provisions, covenants, undertakings and stipulations for the operation
of the Utility and for the collection, application and use of the Gross Revenues and income from
such operation, as set forth in the Outstanding Bond Resolutions shall inure and appertain to the
Bonds to the same extent and with like force and effect as if herein set out in full, except only
insofar as the same may be inconsistent with this resolution.
Nothing in this resolution shall be construed to impair the rights vested in the Outstanding
Bonds. The amounts herein required to be paid into the various funds hereafter named shall be
inclusive of said payments required with respect to the Outstanding Bonds. The provisions of the
Outstanding Bond Resolutions and the provisions of this resolution are to be construed whenever
possible so that the same will not be in conflict. In the event such construction is not possible,the
provisions of the resolution first adopted shall prevail until such time as the obligations authorized
by such resolution have been paid or otherwise satisfied as therein provided, at which time the
provisions of this resolution shall again prevail.
Section 9. From and after the issuance of the Bonds,the Gross Revenues of the Utility
shall continue to be set aside into the City's Sewer Revenue Fund("Sewer Revenue Fund")created
under the Outstanding Bond Resolutions. The Sewer Revenue Fund shall be used in maintaining
and operating the Utility,and after payment of the Operating Expenses shall,to the extent provided
in this resolution and the Outstanding Bond Resolutions,be used to pay the principal of and interest
on the Bonds, the Outstanding Bonds and any Parity Obligations, and to create and maintain the
several separate funds hereinafter described.
Section 10. The provisions in and by the Outstanding Bond Resolutions,whereby there
has been created and is to be maintained a Sewer Revenue Bond Sinking Fund (herein referred to
as the "Sinking Fund"), and for the payment into said fund from the Net Revenues of the Utility
such portion thereof as will be sufficient to pay the interest on and principal of the Outstanding
Bonds, are all hereby ratified and confirmed, and all such provisions shall inure and constitute the
security for the payment of the interest on and principal of the Bonds hereby authorized as may be
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outstanding from time to time;provided,however that on the first day of each month of each year,
the minimum amount to be set aside, in addition to the amounts required to be set aside in the
Outstanding Bond Resolutions, and paid into the Sinking Fund shall be not less than as follows:
Commencing on March 1, 2021, and continuing to and including May 1, 2021, an
amount equal to 1/3rd of the installment of interest and principal coming due on
June 1, 2021. Thereafter, commencing on June 1, 2021, and continuing to final
maturity, an amount equal to 1/6th of the installment of interest coming due on the
next succeeding interest payment date on the then outstanding Bonds, plus an
amount equal to 1/12th of the installment of principal coming due on such Bonds
on the next succeeding principal payment date until the full amount of such
installment is on deposit in the Sinking Fund.
Money in the Sinking Fund shall be used solely for the purpose of paying principal of and
interest on the Bonds,the Outstanding Bonds and any Parity Obligations as the same shall become
due and payable. Whenever Parity Obligations are issued under the conditions and restrictions
hereinafter set forth,provisions shall be made for additional payments to be made into the Sinking
Fund for the purpose of paying the interest on and principal of such Parity Obligations.
If at any time there should be a failure to pay into the Sinking Fund the full amount above
stipulated, then an amount equivalent to the deficiency shall be paid into the Sinking Fund from
the Net Revenues of the Utility as soon as available,and the same shall be in addition to the amount
otherwise required to be so set apart and paid into the Sinking Fund.
No further payments need be made into the Sinking Fund when and so long as the amount
therein is sufficient to retire all of the Bonds, the Outstanding Bonds and any Parity Obligations
then outstanding which are payable from the Sinking Fund and to pay all interest to become due
thereon prior to such retirement, or if provision for such payment has been made.
All of such payments required to be made into the Sinking Fund shall be made in equal
monthly installments on the first day of each month, except that when the first day of any month
shall be a Sunday or legal holiday, then such payments shall be made on the next succeeding
secular day.
Section 11. The provisions in and by the Outstanding Bond Resolutions,whereby there
has been created and is to be maintained a special fund to be known and designated as the Surplus
Fund into which there shall be set apart and paid all of the Net Revenues remaining after first
making the required payments into the Sinking Fund are all hereby ratified and confirmed. All
money credited to the Surplus Fund shall be transferred and credited to the Sinking Fund whenever
necessary to prevent or remedy a default in the payment of the principal of or interest on the Bonds,
the Outstanding Bonds and any Parity Obligations.
As long as the Sinking Fund has the full amounts required to be deposited therein by the
Outstanding Bond Resolutions and this resolution, any balance in the Surplus Fund may be
expended by the City in such manner as the Council, or such other duly constituted body as may
then be charged with the operation of the Utility,may from time to time direct.
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Section 12. All money held in any fund or account created or to be maintained under
the terms of this resolution shall be deposited in lawful depositories of the City or invested in
accordance with Chapters 12B and 12C of the Code of Iowa and continuously held and secured as
provided by the laws of the State of Iowa relating to the depositing,securing,holding and investing
of public funds. All interest received by the City as a result of investments under this section shall
be considered to constitute Gross Revenues of the Utility and shall be deposited in or transferred
to the Sewer Revenue Fund and used solely and only for the purposes specified herein for such
funds.
Section 13. The City hereby covenants and agrees with the owner or owners of the
Bonds, the Outstanding Bonds and any Parity Obligations, or any of them,that from time to time
may be outstanding, that it will faithfully and punctually perform all duties with reference to the
Utility required and provided by the Constitution and laws of the State of Iowa, that it will
segregate the Gross Revenues of the Utility and make application thereof in accordance with the
provisions of this resolution and that it will not sell, lease or in any manner dispose of the Utility
or any part thereof, including any and all extensions and additions that may be made thereto, until
all of the Bonds, the Outstanding Bonds and any Parity Obligations shall have been paid in full,
both principal and interest,or unless and until provisions shall have been made for the payment of
the Bonds,the Outstanding Bonds and any Parity Obligations and interest thereon in full;provided,
however, that the City may dispose of any property which in the judgment of the Council,or such
duly constituted body as may then be charged with the operation of the Utility, is no longer useful
or profitable in the operation of the Utility nor essential to the continued operation thereof and
when the sale thereof will not operate to reduce the revenues to be derived from the operation of
the Utility.
Section 14. Upon a breach or default of a term of the Bonds, the Outstanding Bonds or
any Parity Obligations, the Outstanding Bond Resolutions and this resolution, a proceeding may
be brought in law or in equity by suit,action or mandamus to enforce and compel performance of
the duties required under the terms of this resolution and Division V of Chapter 384 of the Code
of Iowa or an action may be brought to obtain the appointment of a receiver to take possession of
and operate the Utility and to perform the duties required by this resolution and Division V of
Chapter 384 of the Code of Iowa.
Section 15. The Bonds, the Outstanding Bonds or any Parity Obligations shall not be
entitled to priority or preference one over the other in the application of the Net Revenues of the
Utility regardless of the time or times of the issuance of such Bonds, the Outstanding Bonds or
Parity Obligations,it being the intention of the City that there shall be no priority among the Bonds,
the Outstanding Bonds or any Parity Obligations, regardless of the fact that they may have been
actually issued and delivered at different times. The City hereby reserves the right and privilege
of issuing additional Parity Obligations.
Section 16. The City agrees that so long as the Bonds, the Outstanding Bonds or any
Parity Obligations remain outstanding, it will maintain insurance for the benefit of the owners of
the Bonds, the Outstanding Bonds and any Parity Obligations on the insurable portions of the
Utility of a kind and in an amount which usually would be carried by private companies or
municipalities engaged in a similar type of business. The proceeds of any insurance,except public
liability insurance, shall be used to repair or replace the part or parts of the Utility damaged or
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destroyed. The City will keep proper books of record and account,separate from all other records
and accounts, showing the complete and correct entries of all transactions relating to the Utility,
and the owners of the Bonds,the Outstanding Bonds or any Parity Obligations shall have the right
at all reasonable times to inspect the Utility and all records, accounts and data of the City relating
thereto.
Section 17. The provisions of this resolution shall constitute a contract between the City
and the owners of the Bonds and any Parity Obligations as may from time to time be outstanding,
and after the issuance of the Bonds,no change,variation or alteration of any kind of the provisions
of this resolution shall be made which will adversely affect the owners of the Bonds or any Parity
Obligations until all of the Bonds, the Outstanding Bonds and any Parity Obligations and the
interest thereon shall have been paid in full,except as hereinafter provided.
The owners of a majority in principal amount of the Bonds and any Parity Obligations at
any time outstanding(not including in any case any obligations which may then be held or owned
by or for the account of the City, but including such obligations as may be issued for the purpose
of refunding any of the Bonds, the Outstanding Bonds or Parity Obligations if such obligations
shall not then be owned by the City) shall have the right from time to time to consent to and
approve the adoption by the City of a resolution or resolutions modifying or amending any of the
terms or provisions contained in this resolution; provided, however, that this resolution may not
be so modified or amended in such manner as to:
(a) Make any change in the maturity or redemption terms of the Bonds or Parity
Obligations.
(b) Make any change in the rate of interest borne by any of the Bonds or Parity
Obligations.
(c) Reduce the amount of the principal payable on any Bonds or Parity
Obligations.
(d) Modify the terms of payment of principal of or interest on the Bonds or
Parity Obligations,or any of them,or impose any conditions with respect to such payment.
(e) Affect the rights of the owners of less than all of the Bonds or Parity
Obligations then outstanding.
(f) Reduce the percentage of the principal amount of the Bonds or Parity
Obligations, the consent of the owners of which shall be required to effect a further
modification.
Whenever the City shall propose to amend or modify this resolution under the provisions
of this section, it shall cause notice of the proposed amendment to be(1) filed with the Lender and
(2)mailed by certified mail to each registered owner of any Bond or Parity Obligation as shown
by the records of the Registrar. Such notice shall set forth the nature of the proposed amendment
and shall state that a copy of the proposed amendatory resolution is on file in the office of the City
Clerk.
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Whenever at any time within one year from the date of the mailing of said notice, there
shall be filed with the City Clerk an instrument or instruments executed by the owners of at least
a majority in aggregate principal amount of the Bonds and any Parity Obligations outstanding at
the time of the adoption of such amendatory resolution specifically consenting to the adoption
thereof as herein provided, no owner of any Bonds or Parity Obligations shall have any right or
interest to object to the adoption of such amendatory resolution or to object to any of the terms or
provisions therein contained or to the operation thereof or to enjoin or restrain the City from taking
any action pursuant to the provisions thereof.
Any consent given by the owners of a Bond or Parity Obligation pursuant to the provisions
of this section shall be irrevocable for a period of six (6)months from the date of such consent and
shall be conclusive and binding upon all future owners of the same Bond or Parity Obligation
during such period. Such consent may be revoked at any time after six(6) months from the date
of such consent by the owner who gave such consent or by a successor in title,but such revocation
shall not be effective if the owners of a majority in aggregate principal amount of the Bonds and
Parity Obligations outstanding as in this section defined shall have, prior to the attempted
revocation, consented to and approved the amendatory resolution referred to in such revocation.
The fact and date of the execution of any instrument under the provisions of this section
may be proved by the certificate of any officer in any jurisdiction, who by the laws thereof is
authorized to take acknowledgments of deeds within such jurisdiction, that the persons signing
such instrument acknowledged before such officer the execution thereof, or may be proved by an
affidavit of a witness to such execution sworn to before such officer.
Section 18. If any section,paragraph,clause or provision of this resolution shall be held
invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this resolution.
Section 19. All resolutions and orders or parts thereof in conflict with the provisions of
this resolution are, to the extent of such conflict,hereby repealed.
Section 20. This resolution shall be in full force and effect immediately upon its
adoption and approval, as provided by law.
Passed and approved January 26, 2021.
Mayor
Attest:
City Clerk
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On motion and vote,the meeting adjourned.
Mayor
Attest:
City Clerk
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ATTESTATION CERTIFICATE:
STATE OF IOWA
STORY COUNTY SS:
CITY OF AMES
I, the undersigned, City Clerk of the City of Ames, do hereby certify that I have in my
possession or have access to the complete corporate records of the aforesaid City and of its City
Council and officers and that I have carefully compared the transcript hereto attached with the
aforesaid corporate records and that the transcript hereto attached is a true, correct and complete
copy of all the corporate records in relation to the authorization and approval of a certain amended
Sewer Revenue Loan and Disbursement Agreement (the "Agreement") and the issuance of
$5,107,055.19 Taxable Sewer Revenue Improvement and Refunding Bonds (the"Bonds") of said
City evidencing the City's obligation under such 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 objections were filed in my office and no objections of any kind
were made to the matter of entering into such Agreement or issuing such Bonds at the time and
place set for hearing thereon, and that no petition of protest or objections of any kind have been
filed or made, nor has any appeal been taken to the District Court from the decision of the City
Council to enter into the Agreement or to issue the Bonds.
WITNESS MY HAND thisg day of f , 2021.
City Clerk
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ESTABLISHMENT CERTIFICATE:
STATE OF IOWA
STORY COUNTY SS:
CITY OF AMES
I, the undersigned City Clerk of the aforementioned City, do hereby certify that I have
complete access and control of all of the corporate records of the City and that, based upon
examination of such records,I have determined that the City did heretofore establish a Municipal
Sanitary Sewer System (the "Utility"), that the management and control of the Utility are vested
in the City Council, and that no board of trustees exists which has any part of the control and
management of such Utility.
I further certify that there is not pending or threatened any question or litigation whatsoever
touching the establishment, improvement or operation of such Utility and that there are no bonds
or other obligations of any kind now outstanding which are payable from or constitute a lien upon
the revenues derived from the operation of such Utility, except for the City's outstanding Sewer
Revenue Bond, SRF Series 2012, dated November 16,2012; Taxable Sewer Revenue Bond, SRF
Series 2016, dated September 30, 2016; Taxable Sewer Revenue Bond, SRF Series 2018, dated
February 16, 2018; and the current issue of$5,107,055.19 Taxable Sewer Revenue Improvement
and Refunding Bonds of the City.
WITNESS MY HAND this,�Ifl day of 12021.
City Clerk
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CLOSING CERTIFICATE
We,the undersigned,Mayor and City Clerk of the City of Ames,Iowa(the"City"),do hereby
certify as of February 19, 2021 (the "Dated Date"), that we are now and were at the time of the
execution of the City's $5,107,055.19 Taxable Sewer Revenue Improvement and Refunding Bond,
Series 2021 (the "Series 2021 Bond"), the officers respectively above indicated of the City; that in
pursuance of Chapter 384 of the Code of Iowa, a resolution adopted by the City Council on January
26, 2021 (the "Resolution"), and a certain Loan and Disbursement Agreement, as amended, (the
"Agreement"),by and between the City and the Iowa Finance Authority, Des Moines, Iowa,as lender
(the "Lender"), the Series 2021 Bond has been heretofore lawfully authorized and this day by us
lawfully issued and delivered to the Lender and pursuant to the Agreement, the Lender shall loan to
the City the maximum sum of$5,107,055.19. Terms not otherwise defined herein shall have the
meaning given such terms in the Resolution and the Agreement.
The Series 2021 Bond has been executed by the aforesaid officers; the certificate on the back
of the Series 2021 Bond has been executed by the City Treasurer;and the Series 2021 Bond has been
fully registered as to principal and interest in the name of the Lender on the registration books of the
city.
We further certify that the Series 2021 Bond is being issued to evidence the City's obligation
under the Agreement entered into by the City for the purpose of providing funds to pay a portion of
the cost of(1) current refunding the City's outstanding Taxable Sewer Revenue Bond, SRF Series
2018-2, dated October 19, 2018, and (2) constructing a certain water resource restoration project.
We further certify that no controversy or litigation is pending, prayed or threatened involving
the incorporation, organization, existence or boundaries of the City or the titles of the aforesaid
officers to their respective positions or the proceedings incident to the authorization of the Series 2021
Bond or in any way concerning the validity of the Series 2021 Bond or the power and duty of the City
to appropriate and apply the Net Revenues (as defined in the Resolution) from the operation of the
Utility to the full and prompt payment of the principal of and interest on the Series 2021 Bond, and
that none of the proceedings incident to the authorization and issuance of the Series 2021 Bond have
been repealed or rescinded.
We further certify that no appeal of the decision of the City to enter into the Agreement and
to issue the Series 2021 Bond has been taken to the district court.
We further certify that the City has no other bonds or obligations of any kind now outstanding
secured by or payable from the revenues to be derived from the operation of the Utility, except for
the City's outstanding Sewer Revenue Bond, SRF Series 2012, dated November 16, 2012; Taxable
Sewer Revenue Bond, SRF Series 2016, dated September 30, 2016; and Taxable Sewer Revenue
Bond, SRF Series 2018, dated February 16, 2018.
We further certify that no board of trustees has been created for the management and control
of the Utility and such management and control are vested in the Council of the City.
We further certify that all meetings held in connection with the Series 2021 Bond were open
to the public at a place reasonably accessible to the public and that notice was given at least 24 hours
prior to the commencement of all meetings by advising the news media who requested notice of the
time, date, place and the tentative agenda and by posting such notice and agenda at the City Hall or
-1-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/4193 70-63/F DC-Rev
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.
IN WITNESS WHEREOF,we have hereunto affixed our hands on the Dated Date.
CITY OF AMES, IOWA
Mayor
Attest:
f �f
City Clerk
-2-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
it
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I
FIRST AMENDMENT TO
LOAN AND DISBURSEMENT AGREEMENT
$5,107,055.19 TAXABLE SEWER REVENUE IMPROVEMENT AND REFUNDING BONDS
CITY OF AMES, IOWA
This First Amendment to Loan and Disbursement Agreement (the "Amendment") is made and
entered into as of February 19, 2021, by and between the City of Ames, Iowa(the "Participant") and the
Iowa Finance Authority, an agency and public instrumentality of the State of Iowa (the "Issuer"), and
amends that certain Loan and Disbursement Agreement dated October 19,2018,by and between the Issuer
and the Participant(the"Original Agreement").
WHEREAS, the Issuer, in cooperation with the Iowa Department of Natural Resources, is
authorized to undertake the creation, administration and financing of the Iowa Water Pollution Control
Works Financing Program(the"Program")established in Iowa Code Sections 45513.291 through 455B.299;
and
WHEREAS, pursuant to the Original Agreement, the Issuer provided a loan (the "Loan") to the
Participant for the purpose of financing the costs of improvements and extensions to the Municipal Sanitary
Sewer System; and
WHEREAS, the Participant will construct a certain water resource restoration project, and the
Issuer has agreed to provide financing for such project by decreasing the interest rate on the Loan; and
WHEREAS, the Participant has entered into a Water Resource Restoration Sponsored Project
Performance Agreement(the"Performance Agreement")with Iowa Department of Natural Resources,and
agency of the State of Iowa(the "Department")to ensure that the Project(as defined in the Performance
Agreement) is constructed in accordance with the applicable design checklist and plans and specifications
as approved by the Department;
NOW,THEREFORE,the parties agree as follows:
Section 1. Each reference to the amount of the Loan in the Original Agreement, and the
associated Sewer Revenue Bonds, shall be amended to reflect a principal amount of$5,107,055.19 and a
Rate(as defined in the Original Agreement)of 0.86%.
Section 2. The Issuer hereby consents to the amendment of the Resolution(as defined in the
Original Agreement)by the Participant in order to reflect the reduction of the interest rate on the Loan.
Section 3. The Participant hereby confirms compliance with the Performance Agreement and
agrees the Issuer may enforce and raise the interest rate of the Loan to the initial rate of interest to ensure
compliance by the Participant with the Performance Agreement and in accordance with the Original
Agreement.
Section 4. Except as otherwise provided in this Amendment, the provisions of the Original
Agreement, as heretofore amended,are hereby ratified,approved and confirmed and incorporated herein.
r
IN WITNESS WHEREOF, We have hereunto affixed our signatures all as of the date first above
written.
CITAFE ,IOW
B
Mayor
n
MXO
City Clerk
IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first above
written.
IOWA FINANCE AUTHORITY
Its: 4Ch,,fBProgr ns Director
Estimated Amortization Schedule
N,
City of Ames s
Sewer Revenue Bond >
CS-1 920741-01 &WRR15-004
Loan summary
Estimated Draw Schedule
Loan Closing Date Oct 19,2018 Initiation Fee- Oct 19,2018 28,500.00 r Pill
-
P&D Payoff- Oct 19,2018 318,750.00
Final Maturity Date Jun 1,2038 Draw#1- Dec 7,2018 2,872,905.92 SIF A
a„
TE
Loan Period in Years 20 Draw#2- Nov 13,2020 1,985,899.27
Annual Interest Rate 0.86%EFF 12.1.20 SP Init Fee- Feb 19,2021 1,875.00
Total Interest $ 514,102.80 Est SP Draw- Feb 19,2021 373,125.00
Servicing Fee Rate 0.25%
Total Servicing Fees $ 134,026.28
Total Loan Costs $ 676,629.08
Total Loaned Amount 5,581,055.19
Payment Beginning Servicing Total Loan Total Annual Debt Ending
Date Balance Principal Interest Fee Payment Service Balance
Dec 1,2018 347,250.00 708.97 101.28 810.25 347,250.00
Jun 1,2019 3,220,155.92 235,000.00 27,338.43 3,905.49 266.243.92 267,054.17 2,985,155.92
Dec 1,2019 2,985,155.92 26,120.11 3,731.44 29,851.55 2,985,155.92
Jun 1,2020 2,985,155.92 239,000.00 26.120.11 3,731.44 268,851.55 298,703.10 2,746,155.92
Dec 1,2020 2,746,155.92 24,028.86 3,432.69 27,461.55 2,746,155.92
Jun 1,2021 5,107,055.19 241,055.19 22,115.52 6,428.93 269,599.64 297,061.19 4,866,000.00
Dec 1,2021 4,866,000.00 20,923.80 6,082.50 27,006.30 4,866,000.00
Jun 1,2022 4,866,000.00 262,000.00 20,923.80 6,082.50 289,006.30 316,012.60 4,604,000.00
Dec 1,2022 4,604,000.00 19,797.20 5,755.00 25,552.20 4,604,000.00
Jun 1,2023 4,604,000.00 265,000.00 19,797.20 5,755.00 290,552.20 316,104.40 4,339,000.00
Dec 1,2023 4,339,000.00 18,657.70 5,423.75 24,081.45 4,339,000.00
Jun 1,2024 4,339,000.00 267,000.00 18,657.70 5,423.75 291,081.45 315,162.90 4,072,000.00
Dec 1,2024 4,072,000.00 17,509.60 5,090.00 22,599.60 4.072,000.00
Jun 1,2025 4,072,000.00 270,000.00 17,509.60 5,090.00 292,599.60 315,199.20 3,802,000.00
Dec 1,2025 3,802,000.00 16,348.60 4,752.50 21,101.10
3,802,000.00
Jun 1,2026 3,802,000.00 273,000.00 16,348.60 4,752.50 294,101.10 315,202.20 3,529,000.00
Dec 1,2026 3,529,000.00 15,174.70 4,411.25 19,585.95 3,529,000.00
Jun 1,2027 3,529,000.00 277,000.00 15,174.70 4,411.25 296,585.95 316,171.90 3,252,000.00
Dec 1,2027 3,252,000.00 13,983.60 4,065.00 18,048.60 3,252,000.00
Jun 1,2028 3,252,000.00 280,000.00 13,983.60 4,065.00 298,048.60 316,097.20 2,972,000.00
Dec 1,2028 2,972,000.00 12,779.60 3,715.00 16,494.60 2,972,000.00
Jun 1,2029 2,972,000.00 283,000.00 12,779.60 3,715.00 299,494.60 315,989.20 2,689,000.00
Dec 1,2029 2,689,000.00 11,562.70 3,361.25 14,923.95 2,689,000.00
Jun 1,2030 2,689,000.00 286,000.00 11,562.70 3,361.25 300,923.95 315,847.90 2,403,000.00
Dec 1,2030 2,403,000.00 10,332.90 3,003.75 13,336.65 2,403,000.00
Jun 1,2031 2,403,000.00 289,000.00 10,332.90 3,003.75 302,336.65 315,673.30 2,114,000.00
Dec 1,2031 2,114,000.00 9,090.20 2,642.50 11,732,70 2,114,000.00
Jun 1,2032 2.114,000.00 292,000.00 9,090.20 2,642.50 303,732.70 315,465.40 1,822,000.00
Dec 1,2032 1,822,000.00 7,834.60 2,277.50 10,112.10 1,822,000.00
Jun 1,2033 1,822,000.00 295,000.00 7,834.60 2,277.50 305,112.10 315,224.20 1,527,000.00
Dec 1,2033 1,527,000.00 6,566.10 1,908.75 8,474.85 1,527,000.00
Jun 1,2034 1,527,000.00 299,000.00 6,566.10 1,908.75 307,474.85 315,949.70 1,228,000.00
Dec 1,2034 1,228,000.00 5,280.40 1,535.00 6,815.40 1,228,000.00
Jun 1,2035 1,228,000.00 302,000.00 5,280.40 1,535.00 308,815.40 315,630.80 926,000.00
Dec 1,2035 926,000.00 3,981.80 1,157.50 5,139.30 926,000.00
Jun 1,2036 926,000.00 305,000.00 3,981.80 1,157.50 310,139.30 315,278.60 621,000.00
Dec 1,2036 621,000.00 2,670.30 776.25 3,446.55 621,000,00
Jun 1,2037 621,000.00 309,000.00 2,670.30 776.25 312,446.55 315,893.10 312,000.00
Dec 1,2037 312,000.00 1,341.60 390.00 1,731.60 312,000.00
Jun 1,2038 312,000.00 312,000.00 1,341.60 390.00 313,731.60 315,463.20 0.00
INVESTING IN IOWA'S WATER
As of 2/9/2021 www.iowasrf.com
UNITED STATES OF AMERICA
STATE OF IOWA
STORY COUNTY
CITY OF AMES
TAXABLE SEWER REVENUE IMPROVEMENT AND REFUNDING BOND,SERIES 2021
No.R-1 $5,107,055.19
RATE MATURITY DATE BOND DATE
0.86% June 1,2038 February 19,2021
The City of Ames (the"City"), in Story County, State of Iowa, for value received, promises to pay from the source and as hereinafter
provided on the maturity date of this Bond,to
IOWA FINANCE AUTHORITY
or registered assigns,the principal sum of
FIVE MILLION ONE HUNDRED SEVEN THOUSAND FIFTY-FIVE DOLLARS AND NINETEEN CENTS.
Interest at the rate specified above shall be payable semiannually on June 1 and December 1 of each year,commencing June 1,2021,and
principal shall be due and payable in installments in the amounts shown on the Principal Payment Schedule,attached hereto as Exhibit A,on June 1,
2021, and annually thereafter on June 1 in each year until the principal and interest are fully paid, except that the final installments of the entire
balance of principal and interest,if not sooner paid,shall become due and payable on June 1,2038. Interest shall be computed on the basis of a 360-
day year of twelve 30-day months.
The City Clerk shall act as Registrar and Paying Agent and may be hereinafter referred to as the"Registrar"or the"Paying Agent"
Payment of the principal of and interest on this Bond and premium, if any, shall be payable at the office of the Paying Agent to the
registered owners thereof appearing on the registration books of the City at the addresses shown on such registration books. All such payments,
except full redemption,shall be made to the registered owners appearing on the registration books at the close of business on the fifteenth day of the
month next preceding the payment date. Final payment of principal shall only be made upon surrender of this Bond to the Paying Agent.
This Bond is one of a series of bonds(the"Bonds")issued by the City to evidence its obligation under a certain Loan and Disbursement
Agreement,as amended,dated the date hereof(the"Agreement")entered into by the City for the purpose of providing funds to pay a portion of the
cost of(1)current refunding the City's outstanding Taxable Sewer Revenue Bond,SRF Series 2018-2,dated October 19,2018;and(2)constructing
a certain water resource restoration project(the"Project").
The Bonds are issued pursuant to and in strict compliance with the provisions of Sections 384.24A and 384.83 of the Code of Iowa,2019,
and all other laws amendatory thereof and supplemental thereto,and in conformity with a resolution of the City Council authorizing and approving
the Agreement and providing for the issuance and securing the payment of the Bonds (the "Resolution"), and reference is hereby made to the
Resolution and the Agreement for a more complete statement as to the source of payment of the Bonds and the rights of the owners of the Bonds.
The Bonds shall be subject to optional redemption by the City at a price of par plus accrued interest(i)on any date with the prior written
consent of the Iowa Finance Authority, or (ii)in the event that all or substantially all of the Project is damaged or destroyed. Any optional
redemption of the Bonds by the City may be made from any funds regardless of source, in whole or from time to time in part, in inverse order of
maturity upon not less than thirty(30)days'notice of redemption by facsimile,e-mail,certified or registered mail to the Iowa Finance Authority(or
any other registered owner of the Bonds). The Bonds are also subject to mandatory redemption as set forth in Section 5 of the Agreement.
The Bonds are not general obligations of the City but,together with the City's outstanding Sewer Revenue Bond,SRF Series 2012,dated
November 16,2012;Taxable Sewer Revenue Bond,SRF Series 2016,dated September 30,2016;Taxable Sewer Revenue Bond,SRF Series 2018,
dated February 16,2018;and any additional obligations as may be hereafter issued and outstanding from time to time ranking on a parity therewith
under the conditions set forth in the Resolution, are payable solely and only out of the future Net Revenues(as defined in the Resolution)of the
Utility of the City,a sufficient portion of which has been ordered set aside and pledged for that purpose. This Bond is not payable in any manner by
taxation,and under no circumstances shall the City be in any manner liable by reason of the failure of the said Net Revenues to be sufficient for the
payment of this Bond and the interest thereon.
This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the City
in the office of the Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the
Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form hereon completed and duly
executed by the registered owner or the duly authorized attorney for such registered owner.
The City, the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of
receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the
Registrar and the Paying Agent shall not be affected by any notice to the contrary.
And It Is Hereby Certified,Recited and Declared that all acts,conditions and things required to exist,happen and be performed precedent
to and in the issuance of the Bonds have existed,have happened and have been performed in due time,form and manner,as required by law,and that
the issuance of the Bonds does not exceed or violate any constitutional or statutory limitation or provision.
IN TESTIMONY WHEREOF,the City of Ames,Iowa,has caused this Bond to be executed by its Mayor and attested by its City Clerk,all
as of the Bond Date.
CITY QF A44S,IOWA
By
Mayor
Attest:
City Clerk
STATE OF IOWA
STORY COUNTY SS: CITY TREASURER'S CERTIFICATE
CITY OF AMES
The original issuance of the Bonds,of which this Bond is a part,was duly and properly recorded in my office as of the Bond Date.
City Treasure
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 tenants in (Minor)
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:
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.
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Date Date
June 1 Amount June 1 Amount
2021 $241,055.19 2030 $286,000.00
2022 $262,000.00 2031 $289,000.00
2023 $265,000.00 2032 $292,000.00
2024 $267,000.00 2033 $295,000.00
2025 $270,000.00 2034 $299,000.00
2026 $273,000.00 2035 $302,000.00
2027 $277,000.00 2036 $305,000.00
2028 $280,000.00 2037 $309,000.00
2029 $283,000.00 2038 $312,000.00
c OORSEY"
ahead
February 19, 2021
City of Ames Iowa Finance Authority
Ames, Iowa Des Moines, Iowa
Re: $5,107,055.19 Taxable Sewer Revenue Improvement and Refunding Bond, Series 2021
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, State of
Iowa, passed preliminary to the issue by the Issuer of its Taxable Sewer Revenue Improvement
and Refunding Bond, Series 2021, dated the date hereof(the"Series 2021 Bond"), in evidence of
the Issuer's obligation under a certain Sewer Revenue Loan and Disbursement Agreement (the
"Agreement"), dated October 19, 2018, between the Issuer and the Iowa Finance Authority (the
"Authority"), as amended by a certain First Amendment to Loan and Disbursement Agreement,
dated the date hereof, authorized and approved by resolution of the Issuer adopted on January 26,
2021 (the "Resolution"), in an amount not exceeding $5,107,055,19, or so much thereof as may
be advanced to the Issuer by the Authority pursuant to the terms of the Agreement and the
Resolution. Principal of the Series 2021 Bond bears interest payable semiannually, commencing
June 1, 2021, from the date of its advancement to the Issuer by the Authority until paid, at the
rate of 0.86% per annum, and is payable annually on June I in each of the years and in the
principal installment amounts, as follows:
Date Amount Date Amount
2021 $241,055.19 2030 $286,000.00
2022 $262,000.00 2031 $289,000.00
2023 $265,000.00 2032 $292,000.00
2024 $267,000.00 2033 $295,000.00
2025 $270,000.00 2034 $299,000.00
2026 $273,000.00 2035 $302,000.00
2027 $277,000.00 2036 $305,000.00
2028 $280,000.00 2037 $309,000.00
2029 $283,000.00 2038 $312,000.00
but principal of the Series 2021 Bond is subject to redemption prior to maturity upon terms of
par plus accrued interest on any date with the prior written consent of the Authority and at the
times and on the terms specified in the Series 2021 Bond.
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.
Dorsey&Whitney LLP 1 801 Grand Avenue I Suite 4100 1 Des Moines,IA 1 50309-8002 1 T 515.283.1000 1 F 515.283.1060 1 dorsey.com
2. The Series 2021 Bond and the Agreement are valid and legally binding
obligations of the Issuer enforceable in accordance with their terms.
3. The Series 2021 Bond; the Issuer's outstanding Sewer Revenue Bond, SRF Series
2012, dated November 16, 2012; Ta
xable Sewer Revenue Bond, SRF Series 2016, dated
September 30, 2016; Taxable Sewer Revenue Bond, SRF Series 2018, dated February 16, 2018;
and any additional obligations as may be hereafter issued and outstanding from time to time
ranking on a parity therewith under the conditions and restrictions set forth in the Resolution, are
and will continue to be payable as to both principal and interest solely and only from the future
Net Revenues of the Municipal Sanitary Sewer System of the Issuer.
4. The interest on the Series 2021 Bond is not excluded from gross income for
federal income tax purposes under the Internal Revenue Code of 1986. We express no opinion
regarding other federal or state income tax consequences arising with respect to the Series 2021
Bond.
The rights of the owners of the Series 2021 Bond and the enforceability thereof and of the
Agreement and the Resolution 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 LLP