HomeMy WebLinkAboutA055 - Iowa Finance Authority State Revolving Fund Loan Term Sheet dated January 27, 2023 Loan Number C1331RT Iowa Finance Authority
State Revolving Fund
Loan Term Sheet
Loan Number C 1331 RT
Borrower& Tax ID City of Ames 42-6004218
Borrower Attn Attn: Treasurer
Borrower Address 1 515 Clark Ave
City, State, Zip Ames, IA 50010
Contact Title &Name Treasurer; Roger Wisecup /Abdelhafiz Ibrahim
Phone 515-239-5119 / 515-239-5245
Email roger.wisecup@cityofames.org/abdelhafiz.ibrahim@cityofames.org
Pool P&D 700015PD CWPrg P&D 700016PD DWPrg
Construction 700029A CWEq Construction 700030A DWEq
Loan Type Planning & Design Construction Permanent
Closing Date January 27, 2023
Committed Amount $8,357,000
Final Loan Amount
Interest Rate 1.75%
Service Fee Rate 0.25%
Initiation Fee Amount $41,785.00
Payoff P&D Loan # n/a
Payoff P&D Amount n/a
Term in Years 20
Maturity 6/1/2042
DNR Project CS-192741-02
% Funded by SRF 100.0% $8,357,000 Total
Other Funding
First Principal Payment 6/1/2023
State Market Interest Rate 4.50%
Additional Subsidy $0
January 27,2023
City of Ames,Iowa Iowa Finance Authority
Ames,Iowa Des Moines,Iowa
Re:$8,357,000 Taxable Sewer Revenue Bond,Series 2023B
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 Bond,Series
2023B,dated the date hereof(the"Series 2023B Bond"),in evidence of the Issuer's obligation
under a certain Sewer Revenue Loan and Disbursement Agreement(the"Agreement"),dated the
date hereof,between the Issuer and the Iowa Finance Authority(the"Authority"),authorized and
approved by a resolution of the Issuer adopted on January 10,2023(the"Resolution"),in an
amount not exceeding$8,357,000,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
2023B Bond bears interest payable semiannually,commencing June 1,2023,from the date of its
advancement to the Issuer by the Authority until paid,at the rate of 2.75%per annum,and is
payable annually on June 1 in each of the years and in the principal installment amounts,as
follows:
Date Amount Date Amount
2023$1,000 2033$434,000
2024$333,000 2034$447,000
2025$343,000 2035$461,000
2026$353,000 2036$474,000
2027$364,000 2037$489,000
2028$374,000 2038$503,000
2029$386,000 2039$518,000
2030$397,000 2040$534,000
2031$409,000 2041$550,000
2032$421,000 2042$566,000
but principal of the Series 2023B 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 2023B 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.
Page 2
2.The Series 2023B Bond and the Agreement are valid and legally binding
obligations of the Issuer enforceable in accordance with their terms.
3.The Series 2023B Bond;the Issuer'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;
Taxable Sewer Revenue Improvement and Refunding Bond,SRF Series 2021,dated February 19,
2021;Sewer Revenue Bond,SRF Series 2023A,dated January 27,2023;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(as
defined in the Resolution)of the Municipal Sanitary Sewer System of the Issuer.
4.The interest on the Series 2023B 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 2023B
Bond.
The rights of the owners of the Series 2023B 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
UNITED STATES OF AMERICA
STATE OF IOWA
STORY COUNTY
CITY OF AMES
TAXABLE SEWER REVENUE BOND,SERIES 2023B
No.R-I $8,357,000
RATE MATURITY DATE BOND DATE
2.75% June 1,2042 January 27,2023
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
EIGHT MILLION THREE HUNDRED FIFTY-SEVEN THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and December I of each year,commencing June 1,2023,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
I,2023,and annually thereafter on June I in each year until the principal and interest are fully paid,except that the final installments of the entire
balance of principal and interest, if not sooner paid,shall become due and payable on June 1,2042. 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 tine 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, 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
planning, designing and constructing improvements and extensions (the "Project") to the Municipal Sanitary Sewer System of the City (the
"Utility").
The Bonds are issued pursuant to and in strict compliance with the provisions of Sections 384.24A and 384.83 of the Code of Iowa,2021,
and all other laws amendatory thereof and supplemental thereto,and in conformity with a resolution ofthe 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 e-mail, facsimile, certified or registered mail to the Iowa Finance Authority
(or any other registered owner of tine 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;Taxable Sewer Revenue Improvement and Refunding Bond,SRF Series 2021,dated February 19,2021;Sewer Revenue
Bonds,Series 2023A,dated January 27,2023 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 tine 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 he executed by its Mayor and attested by its City Clerk,
all as of the Bond Date.
ByY
• AM S, fOWA
Mayor
Atte
City CI k
STATE OF IOW A
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.
) `W.......? —
City TreasuraV
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
Due Due
June I Amount June I Amount
2023 $ 1,000 2033 $434,000
2024 $333,000 2034 $447,000
2025 $343,000 2035 $461,000
2026 $353,000 2036 $474,000
2027 $364,000 2037 $489,000
2028 $374,000 2038 $503,000
2029 $386,000 2039 $518,000
2030 $397,000 2040 $534,000
2031 $409,000 2041 $550,000
2032 $421,000 2042 $566,000
LOAN AND DISBURSEMENT AGREEMENT
$8,357,000 TAXABLE SEWER REVENUE BOND
This Loan and Disbursement Agreement (the "Agreement") is made and entered into as
of January 27, 2023, 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").
WHEREAS, the Issuer, in cooperation with the Iowa Department of Natural Resources
(the "Department"), is authorized to undertake the creation, administration and financing of the
Iowa Water Pollution Control Works Financing Program (the "Program") established in the
Code of Iowa, Sections 16.131 through 16.135 and Sections 45513.291 through 45513.299,
including, among other things, the making of loans to Iowa municipalities for purposes of the
Program; and
WHEREAS, the Participant desires to participate in the Program as a means of financing
all or part of the construction of certain wastewater treatment facilities serving the Participant
and its residents; and
WHEREAS, to assist in financing the Project (defined herein), the Issuer desires to make
a loan to the Participant in the amount set forth in Section 2 hereof,
NOW, THEREFORE, the parties agree as follows:
Section 1. Definitions. In addition to other definitions set forth herein, the following
terms as used in this Agreement shall, unless the context clearly requires otherwise, have the
following meanings:
(a) "Bonds" shall mean any State Revolving Fund Revenue Bonds that were
or in the future are issued by the Issuer for the purpose of providing moneys to finance
the Loan to the Participant.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
all lawfully promulgated regulations thereunder.
(c) "Project" shall mean the particular construction activities approved by the
Department and being undertaken by the Participant with respect to its Wastewater
Treatment System, as described in the Resolution.
(d) "Regulations" shall mean the administrative rules of the Department
relating to the Program, set forth in Title 567, Chapter 92 of the Iowa Administrative
Code, and the administrative rules of the Issuer relating to the Program set forth in Title
265, Chapter 26 of the Iowa Administrative Code.
(e) "Resolution" shall mean the resolution of the City Council of the
Participant providing for the authorization and issuance of the Revenue Bond, attached
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hereto as Exhibit B, adopted on January 10, 2023, approving and authorizing the
execution of this Agreement and the issuance of the Revenue Bond (as defined herein).
(f) "Wastewater Treatment System" shall mean the wastewater treatment
system of the Participant, all facilities being used in conjunction therewith and all
appurtenances and extensions thereto, including but not limited to the wastewater
treatment system project which the Participant is financing under this Agreement.
Section 2. Loan; Purchase of Revenue Bond. The Issuer agrees to purchase a duly
authorized and issued sewer revenue bond or capital loan note of the Participant (the "Revenue
Bond") in order to make a loan to the Participant, and will disburse proceeds as set forth herein.
The Participant agrees to borrow and accept from the Issuer, a loan in the principal amount of
$8,357,000 (the "Loan").
The Participant shall use the proceeds of the Loan strictly (a) to finance a portion of the
costs of construction of the Project and (b), where applicable, to reimburse the Participant for a
portion of the costs of the Project, which portion was paid or incurred in anticipation of
reimbursement through the Program and which is eligible for such reimbursement under and
pursuant to the Regulations and the Code.
Section J. Disbursements. Proceeds of the Loan shall be made available to the
Participant in the form of one or more periodic disbursements as provided in this Section. The
Issuer thereafter shall make disbursements of a portion of the Loan for payment of costs of the
Project upon receipt of the following:
(a) a completed payment request on a form acceptable to and available from
the Issuer;
(b) current construction payment estimates;
(c) engineering service statements;
(d) purchase orders or invoices for items not included within other contracts;
and
(e) evidence that the costs for which the disbursement is requested have been
incurred.
Solely with respect to the request for the final disbursement of proceeds of the Loan, the
Participant shall submit to the Issuer (via the Department), in addition to items (a) through (e)
above, a certification of completion and acceptance of the Project by the Participant or evidence
of an acceptable settlement if the Project is subject to a dispute between the Participant and any
contractor.
Disbursements shall be made in a timely fashion following the receipt of the information
as set forth above. Unless otherwise agreed to in writing by the Issuer, funds shall be payable to
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the Participant via automated clearinghouse system transfer to the account specified by the
Participant.
Section 4. Completion of Project. The Participant covenants and agrees (i) to
exercise its best efforts in accordance with prudent wastewater treatment utility practices to
complete the Project; and (ii) to provide from its own fiscal resources all monies, in excess of the
total amount of Loan proceeds it receives under the Agreement, required to complete the Project.
Section 5. Repayment of Loan; Issuance of Revenue Bonds. The Participant's
obligation to repay the Loan and interest thereon shall be evidenced by the Revenue Bond in the
principal amount of the Loan, complying in all material respects with the Regulations and being
in substantially the form set forth iri the Resolution, which Resolution is attached hereto as
Exhibit B. The Revenue Bond shall be delivered to the Issuer as the original purchaser and
registered holder thereof at the closing of the Loan. The Revenue Bond shall be accompanied by
a legal opinion of bond counsel, in form satisfactory to the Issuer, to evidence the legality,
security position and tax-exempt status of interest on the Revenue Bond. The parties agree that a
payment of principal of or interest on the Revenue Bond shall be deemed to be a payment of the
same on the Loan and a payment of principal of or interest on the Loan shall be deemed to be a
payment of the same on the Revenue Bond. Unless otherwise agreed to in writing by the Issuer,
all payments of principal and interest due under the Loan shall be made via automated
clearinghouse transfer, from an account specified by the Participant.
The Revenue Bond shall be dated the date of delivery to the Issuer, with interest and the
Servicing Fee (together, the "Interest Rate" as set forth in Section 6 hereof) payable
semiannually on June 1 and December 1 of each year (unless the resolution authorizing a
previous series of outstanding bonds on a parity with the Revenue Bond requires interest to be
paid on other interest payment dates, in which case such other dates shall apply) from the date of
each disbursement of a part of the Loan from the Issuer to the Participant (which are initially
expected to be on approximately the dates set forth on Exhibit A attached hereto and
incorporated herein). The first repayment of principal of the Loan shall be due and payable not
later than one year after substantial completion of the Project and payments of principal, interest
and the Servicing Fee shall continue thereafter until the Loan is paid in full. Following the final
disbursement of Loan proceeds to the Participant, Exhibit A shall be adjusted by the Issuer, with
the approval of the Participant, based upon actual disbursements to the Participant under the
Agreement. Such revised Exhibit A thereafter shall be deemed to be incorporated herein by
reference and made a part hereof and shall supersede and replace that initially attached hereto
and to the Revenue Bond.
The Revenue Bond shall be subject to optional redemption by the Participant at a price of
par plus accrued interest (i) on any date upon receipt of written consent by the Issuer, or (ii) in
the event that all or substantially all of the Project is damaged or destroyed. Any such optional
redemption of the Revenue Bond by the Participant may be made from any funds regardless of
source, in whole or from time to time in part, upon not less than thirty (30) days' notice of
redemption by e-mail, facsimile, certified or registered mail to the Issuer (or any other registered
owner of the Revenue Bond). The Revenue Bond is also subject to mandatory redemption in the
3
event the costs of the Project are less than initially projected, in which case the amount of the
Loan shall be reduced to an amount equal to the actual Project costs disbursed. The Participant
and the Issuer agree that following such adjustment, the principal amount due under the Revenue
Bond shall be automatically reduced to equal the principal amount of the adjusted Loan.
The Revenue Bond and the interest thereon and any additional obligations as may be
hereafter issued and outstanding from time to time under the conditions set forth in the
Resolution shall be payable solely and only from the Net Revenues (as defined in the Resolution)
of the Wastewater Treatment System of the Participant, a sufficient portion of which has been
and shall be ordered set aside and pledged for such purpose under the provisions of the
Resolution. Neither this Agreement nor the Revenue Bond is a general obligation of the
Participant, and under no circumstance shall the Participant be in any manner liable by reason of
the failure of the aforesaid Net Revenues to be sufficient to pay the Revenue Bond and the
interest thereon or to otherwise discharge the Participant's obligation hereunder.
Section 6. Interest Rate, Initiation Fee and Servicing Fees. (a) The Participant agrees
to pay to the Issuer, as additional consideration for the Loan, a loan initiation fee (the "Initiation
Fee") equal to one-half of one percent (0.50%) of the amount of the Loan (but not to exceed
$100,000.00) ($41,785), which shall be due and payable on the date of this Agreement. Unless
the Issuer shall be otherwise notified by the Participant that the Participant intends to pay such
Initiation Fee from other funds, and has received such other funds from the Participant on the
date hereof, the Issuer shall be authorized to deduct the full amount of the Initiation Fee from the
proceeds of the Loan being made hereunder, and such deduction by the Issuer shall be deemed to
be an expenditure by the Participant of the Loan proceeds.
(b) The Participant agrees to pay a Loan servicing fee (the "Servicing Fee") to the Issuer
in an amount equal to 0.25% per annum of the principal amount of the Loan outstanding. The
Servicing Fee shall be paid as described in Section 5 and Section 6(c)hereof.
(c) The Loan shall bear interest at 2.75% per annum (the "Rate"). As described in
Section 5, payments hereunder shall be calculated based on the Rate plus the Servicing Fee (such
3.00%, the "Interest Rate").
Section 7. Compliance with Applicable Laws, Performance Under Loan Agreement
Rates. The Participant covenants and agrees (i) to comply with all applicable State of Iowa and
federal laws, rules and regulations (including but not limited to the Regulations), judicial
decisions, and executive orders in the performance of the Agreement and in the financing,
construction, operation, maintenance and use of the Project and the Wastewater Treatment
System; (ii) to maintain its Wastewater Treatment System in good repair, working order and
operating condition; (iii) to cooperate with the Issuer in the observance and performance of their
respective duties, covenants, obligations and agreements under the Agreement; (iv) to comply
with all terms and conditions of the Resolution; and (v) to establish, levy and collect rents, rates
and other charges for the products and services provided by its Wastewater Treatment System,
which rents, rates and other charges shall be at least sufficient (A) to meet the operation and
maintenance expenses of such Wastewater Treatment System, (B) to produce and maintain Net
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Revenues at a level not less than 110% of the amount of principal and interest on the Revenue
Bond and any other obligations secured by a pledge of the Net Revenues falling due in the same
year, (C) to comply with all covenants pertaining thereto contained in, and all other provisions
of, any bond resolution, trust indenture or other security agreement, if any, relating to any bonds
or other evidences of indebtedness issued or to be issued by the Participant, (D) to pay the debt
service requirements on any bonds, notes or other evidences of indebtedness, whether now
outstanding or incurred in the future, secured by such revenues or other receipts and issued to
finance improvements to the Wastewater Treatment System and to make any other payments
required by the laws of the State of Iowa, (E) to generate funds sufficient to fulfill the terms of
all other contracts and agreements made by the Participant, including, without limitation, the
Agreement and the Revenue Bond and (F) to pay all other amounts payable from or constituting
a lien or charge on the operating revenues of its Wastewater Treatment System.
Section 8. Exclusion of Interest from Gross Income. [Reserved].
Section 9. Insurance; Audits; Disposal of Property. The Participant covenants and
agrees (a) to maintain insurance on, or to self-insure, the insurable portions of the Wastewater
Treatment System of a kind and in an amount which normally would be carried by private
companies engaged in a similar type of business, (b) to keep proper books and accounts adapted
to the Wastewater Treatment System, showing the complete and correct entry of all transactions
relating thereto, and to cause said books and accounts to be audited or examined by an
independent auditor or the State Auditor (i) at such times and for such periods as may be
required by the federal Single Audit Act of 1984, OMB Circular A-133 or State law, and (ii) at
such other times and for such other periods as may be requested at any time and from time to
time by the Issuer (which requests may require an audit to be performed for a period that would
not otherwise be required to be audited under State law), and (c) unless the Participant has
received a waiver and consent from the Issuer, it shall not sell, lease or in any manner dispose of
the Wastewater Treatment System, or any capital part thereof, including any and all extensions
and additions which may be made thereto, until the Revenue Bond shall have been paid in full or
otherwise discharged as provided in the Resolution; provided, however, that the Participant may
dispose of any property which in the judgment of its governing body is no longer useful or
profitable to use in connection with the operation of the Wastewater Treatment System or
essential to the continued operation thereof.
Section 10. Maintenance of Documents; Access. The Participant agrees to maintain
its project accounts in accordance with generally accepted accounting principles ("GAAP") as
issued by the Governmental Accounting Standards Board, including GAAP requirements
relating to the reporting of infrastructure assets.
The Participant agrees to permit the Issuer or its duly authorized representative access to
all files and documents relating to the Project for purposes of conducting audits and reviews in
accordance with any of the Regulations.
Section 11. Continuing Disclosure. As a means of enabling the Issuer to comply with
the "continuing disclosure" requirements set forth in Rule 15c2-12 (the "Rule") of the Securities
5
and Exchange Commission, the Participant agrees, during the term of the Loan, but only upon
written notification from the Issuer to the Participant that this Section 11 applies to such
Participant for a particular fiscal year, to provide the Issuer with (i) the comprehensive audit
report of the Participant, prepared and certified by an independent auditor or the State Auditor, or
unaudited financial information if the audit is not available, not later than 180 days after the end
of each fiscal year for which this section applies and (ii) such other information and operating
data as the Issuer may reasonably request from time to time with respect to the Wastewater
Treatment System, the Project or the Participant.
The Participant hereby consents to the inclusion of all or any portion of the foregoing
information and materials in a public filing made by the Issuer under the Rule. The Participant
agrees to indemnify and hold harmless the Issuer, and its officers, directors, employees and
agents from and against any and all claims, damages, losses, liabilities, reasonable costs and
expenses whatsoever (including attorney fees) which such indemnified party may incur by
reason of or in connection with the disclosure of information permitted under this Section;
provided that no such indemnification shall be required for any claims, damages, losses,
liabilities, costs or expenses to the extent, but only to the extent, caused by the willful
misconduct or gross negligence of the Issuer in the disclosure of such information.
Section 12. Events of Default. If any one or more of the following events occur, it is
hereby defined as and declared to constitute an "Event of Default' under this Agreement:
(a) Failure by the Participant to pay, or cause to be paid, any Loan repayment
(including the Servicing Fee) required to be paid under this Agreement when due, which
failure shall continue for a period of fifteen (15) days.
(b) Failure by the Participant to make, or cause to be made, any required
payments of principal, redemption premium, if any, and interest on any bonds, notes or
other obligations of the Participant (other than the Loan and the Revenue Bond), the
payment of which are secured by operating revenues of the Wastewater Treatment
System.
(c) Failure by the Participant to observe and perform any duty, covenant,
obligation or agreement on its part to be observed or performed under the Agreement or
the Resolution, other than the obligation to make Loan repayments, which failure shall
continue for a period of thirty (30) days after written notice, specifying such failure and
requesting that it be remedied, is given to the Participant by the Issuer, unless the Issuer
shall agree in writing to an extension of such time prior to its expiration or the failure
stated in such notice is correctable but cannot be corrected in the applicable period, in
which case the Issuer may not unreasonably withhold its consent to an extension of such
time up to one hundred twenty (120) days from the delivery of the written notice referred
to above if corrective action is commenced by the Participant within the applicable period
and diligently pursued until the Event of Default is corrected.
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Section 13. Remedies on Default. Whenever an Event of Default shall have occurred
and be continuing, the Issuer shall have the right to take any action authorized under the
Regulations, the Revenue Bond or this Agreement and to take whatever other action at law or
equity may appear necessary or desirable to collect the amounts then due and thereafter to
become due under the Agreement or to enforce the performance and observance of any duty,
covenant, obligation or agreement of the Participant under the Agreement or the Resolution.
Section 14. Amendments. This Agreement may not be amended, supplemented or
modified except by a writing executed by all of the parties hereto.
Section 15. Termination. The Participant understands and agrees that the Loan may
be terminated at the option of the Issuer if construction of the Project has not commenced within
one year of the date of execution of this Agreement, all as set forth in the Regulations.
Section 16. Rule of Construction. This 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 that statute.
In the event of any inconsistency or conflict between the terms and conditions of the
Revenue Bond and this Agreement or the Regulations, the parties acknowledge and agree that
the terms of this Agreement or the Regulations, as the case may be, shall take precedence over
any such terms of the Revenue Bond and shall be controlling, and that the payment of principal
and interest on the Loan shall at all times conform to the schedule set forth on Exhibit A, as
adjusted, and the Regulations.
Section 17. Federal Requirements. The Participant agrees to comply with all
applicable federal requirements including, but not limited to, Davis-Bacon wage requirements
and the requirements relating to the use of American iron and steel products.
Section 18. Application of Uniform Electronic Transactions Act.
The Issuer and the Participant agree this Agreement and all documents related thereto
and referenced herein may be entered into and provided for pursuant to and in accordance with
Chapter 554D of the Code of Iowa.
7
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
CITY OF AMES, IOWA
i"VVA"
By:
Mayor
Attest:
City (Cle
[Participant Signature Page to LDA]
IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first
above written.
IOWA FINANCE AUTHORITY
By: At.,,
Its: Chief Bond rograms Director
FFA Signature Page to LDA]
EXHIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
Estimated Amortization Schedule
City of Ames
Sewer Revenue Bond
CS-1920741-02-Taxable
Loan summary Estimated Draw Schedule
Loan Closing Date Jan 27,2023 Initiation Fee- Jan 27,2023 41,785.00
Final Disbursement Date Feb 24,2023 P&D Payoff- Jan 27,2023 - SRF
Final Maturity Date Jun 1,2042 Estimated Draw#1- Jan 27,2023 8,310,215.00 STATE
Loan Period in Years 20 REVOLVING FUND
Total Loaned Amount $ 8,357,000.00
0.5%Initiation Fee 41,785.00
Net Proceeds to Borrower $ 8,315,215.00
Annual Interest Rate 2.750/6
Total Interest $ 2,579,517.80
Servicing Fee Rate 0.25%
Total Servicing Fees $ 234,498.68
Total Loan Costs $ 2,855,801.48
Held for Final Docs- Feb 24,2023 5,000.00
Total Loaned Amount 8,357,000.00
Payment Beginning Servicing Total Loan Total Annual Debt Ending
Date Balance Principal Interest Fee Payment Service Balance
Jun 1,2023 8,357,000.00 1,000.00 79,149.05 7,193.68 87,342.73 87,342.73 8,356,000.00
Dec 1,2023 8,356,000.00 114,895.00 10,445.00 125,340.00 8,356,000.00
Jun 1,2024 8,356,000.00 333,000.00 114,908.75 10,445.00 458,353.75 583,693.75 8,023,000.00
Dec 1,2024 8,023,000.00 110,316.25 10,028.75 120,345.00 8,023,000.00
Jun 1,2025 8,023,000.00 343,000.00 110,316.25 10,028.75 463,345.00 583,690.00 7,680,000.00
Dec 1,2025 7,680,000.00 105,600.00 9,600.00 115,200.00 7,680,000.00
Jun 1,2026 7,680,000.00 353,000.00 105,600.00 9,600.00 468,200.00 583,400.00 7,327,000.00
Dec 1,2026 7,327,000.00 100,746.25 9,158.75 109,905.00 7,327,000.00
Jun 1,2027 7,327,000.00 364,000.00 100,746.25 9,158.75 473,905.00 583,810.00 6,963,000.00
Dec 1,2027 6,963,000.00 95,741.25 8,703.75 104,445.00 6,963,000.00
Jun 1,2028 6,963,000.00 374,000.00 95,741.25 8,703.75 478,445.00 582,890.00 6,589,000.00
Dec 1,2028 6,589,000.00 90,598.75 8,236.25 98,835.00 6,589,000.00
Jun 1,2029 6,589,000.00 386,000.00 90,598.75 8,236.25 484,835.00 583,670.00 6,203,000.00
Dec 1,2029 6,203,000.00 85,291.25 7,753.75 93,045.00 6,203,000.00
Jun 1,2030 6,203,000.00 397,000.00 85,291.25 7,753.75 490,045.00 583,090.00 5,806,000.00
Dec 1,2030 5,806,000.00 79,832.50 7,257.50 87,090.00 5,806,000.00
Jun 1,2031 5,806,000.00 409,000.00 79,832.50 7,257.50 496,090.00 583,180.00 5,397,000.00
Dec 1,2031 5,397,000.00 74,208.75 6,746.25 80,955.00 5,397,000.00
Jun 1,2032 5,397,000.00 421,000.00 74,208.75 6,746.25 501,955.00 582,910.00 4,976,000.00
Dec 1,2032 4,976,000.00 68,420.00 6,220.00 74,640.00 4,976,000.00
Jun 1,2033 4,976,000.00 434,000.00 68,420.00 6,220.00 508,640.00 583,280.00 4,542,000.00
Dec 1,2033 4,542,000.00 62,452.50 5,677.50 68,130.00 4,542,000.00
Jun 1,2034 4,542,000.00 447,000.00 62,452.50 5,677.50 515,130.00 583,260.00 4,095,000.00
Dec 1,2034 4,095,000.00 56,306.25 5,118.75 61,425.00 4,095,000.00
Jun 1,2035 4,095,000.00 461,000.00 56,306.25 5,118.75 522,425.00 583,850.00 3,634,000.00
Dec 1,2035 3,634,000.00 49,967.50 4,542.50 54,510.00 3,634,000.00
Jun 1,2036 3,634,000.00 474,000.00 49,967.50 4,542.50 528,510.00 583,020.00 3,160,000.00
Dec 1,2036 3,160,000.00 43,450.00 3,950.00 47,400.00 3,160,000.00
Jun 1,2037 3,160,000.00 489,000.00 43,450.00 3,950.00 536,400.00 583,800.00 2,671,000.00
Dec 1,2037 2,671,000.00 36,726.25 3,338.75 40,065.00 2,671,000.00
Jun 1,2038 2,671,000.00 503,000.00 36,726.25 3,338.75 543,065.00 583,130.00 2,168,000.00
Dec 1,2038 2,168,000.00 29,810.00 2,710.00 32,520.00 2,168,000.00
Jun 1,2039 2,168,000.00 518,000.00 29,810.00 2,710.00 550,520.00 583,040.00 1,650,000.00
Dec 1,2039 1,650,000.00 22,687.50 2,062.50 24,750.00 1,650,000.00
Jun 1,2040 1,650,000.00 534,000.00 22,687.50 2,062.50 558,750.00 583,500.00 1,116,000.00
Dec 1,2040 1,116,000.00 15,345.00 1,395.00 16,740.00 1,116,000.00
Jun 1,2041 1,116,000.00 550,000.00 15,345.00 1,395.00 566,740.00 583,480.00 566,000.00
Dec 1,2041 566,000.00 7,782.50 707.50 8,490.00 566,000.00
Jun 1,2042 566,000.00 566,000.00 7,782.50 707.50 574,490.00 582,980.00 0.00
INVESTING IN IOWNS WATER
As of 12/27/2022 www.lowasrf.com
EXHIBIT B
AUTHORIZATIONASSUANCE RESOLUTION OF PARTICIPANT
Ames/419370-71 /2i1 Yn Iss—Sewer Rev.(Series 2023B)
(Issuance - Revenue)
419370-71
Ames, Iowa
January 10, 2023
A meeting of the City Council of the City of Ames, Iowa, was held on January 10, 2023,
at 6:00 o'clock p.m., at the Council Chambers—City Hall, Ames, Iowa.
The meeting was called to order by the Mayor, and the roll was called showing the
following Council Members present and absent:
Present: Betcher, Beatty-Hansen, Corrieri, Gartin, Junck, Rollins
Absent: None.
The City Council took up for consideration a resolution authorizing and approving a
Loan and Disbursement Agreement and providing for the issuance and securing the payment of
Taxable Sewer Revenue Bonds, Series 2023B.
After due consideration and discussion, Council Member Gartin introduced the following
resolution and moved its adoption, seconded by Council Member Betcher. The Mayor put the
question upon the adoption of said resolution, and the roll being called, the following Council
Members voted:
Ayes: Betcher, Beatty-Hansen, Corrieri, Gartin, Junck, Rollins
Nays: None.
Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out.
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DORSEY& WHITNEY LLP,ATTORNEYS, DES MOINES, IOWA I
Ames/419370-71/2'1/2 Iss—Sewer Rev.(Series 2023B)
RESOLUTION NO.2h
Resolution authorizing and approving a Loan and Disbursement Agreement and
providing for the issuance and securing the payment of$8,357,000 Taxable Sewer
Revenue Bonds, Series 2023B
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 a prior resolution of the Council, the City has heretofore issued
its $5,107,055.19 Taxable Sewer Revenue Improvement and Refunding Bond, SRF Series 2021,
dated February 19, 2021 (the "Series 2021 Bond"), a portion of which remains outstanding; and
WHEREAS, pursuant to the resolutions (the "Prior Bond Resolutions") authorizing the
issuance of the Series 2012 Bond, the Series 2016 Bond, the Series 2018 Bond and the Series
2021 Bond (collectively, the "Prior Bonds"), the City reserved the right to issue additional
obligations payable from the Net Revenues (as defined herein) of the Utility and ranking on a
parity with the Prior Bonds under the terms and conditions set forth in the Prior Bond
Resolutions; and
WHEREAS, the City has heretofore proposed to contract indebtedness and enter into a
certain Sewer Revenue Loan and Disbursement Agreement (the "Agreement") and to borrow
money thereunder in a principal amount not to exceed $12,700,000, pursuant to the provisions of
Section 384.24A of the Code of Iowa, for the purpose of paying the cost, to that extent, of
planning, designing and constructing improvements and extensions to the Utility (the "Project"),
and has published notice of the proposed action and has held a hearing thereon on November 22,
2022; and
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2'1/2 Iss—Sewer Rev.(Series 2023B)
WHEREAS, the City has determined to split its authority to borrow under the Agreement
into a tax-exempt loan and disbursement agreement (the "Series 2023A Agreement") and a
taxable loan and disbursement agreement (the "Series 2023B Agreement"); and
WHEREAS, it is necessary at this time for the Council to approve the Series 2023B
Agreement with the Iowa Finance Authority, an agency and public instrumentality of the State of
Iowa, as lender (the "Lender") and to issue Taxable Sewer Revenue Bonds, Series 2023B (the
"Series 2023B Bonds") in evidence thereof in the principal amount of$8,357,000 in order to pay
the costs of the Project; and
WHEREAS, in conjunction with the issuance of the Series 2023B Bonds, the City
intends to adopt a resolution (the "Series 2023A Bond Resolution" and, collectively with the
Prior Bond Resolutions, the "Outstanding Bond Resolutions") authorizing the issuance of Sewer
Revenue Bonds, Series 2023A (the "Series 2023A Bonds" and, collectively with the Prior
Bonds, the "Outstanding Bonds") in evidence of its obligations under the Series 2023A
Agreement, payable from the Net Revenues of the Utility and ranking on a parity with the Series
2023B Bonds;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Ames, Iowa, as
follows:
Section 1. It is hereby determined that the City shall enter into the Series 2023B
Agreement with the Lender. The Series 2023B Agreement shall be in substantially the form as
has been placed on file with the City and shall provide for a loan (the "Loan") to the City in the
amount of$8,357,000, for the purpose as set forth in the preamble hereof.
The Mayor and City Clerk are hereby authorized and directed to sign the Series 2023B
Agreement on behalf of the City, and the Series 2023B Agreement is hereby approved.
Section 2. The Series 2023B Bonds are hereby authorized to be issued in evidence of
the obligation of the City under the Series 2023B Agreement, in the aggregate principal amount
of$8,357,000, 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 2.75% per annum pursuant to the
Series 2023B Agreement, until payment thereof, as set forth in Exhibit A attached to the Series
2023B Agreement.
The Series 2023B Bonds may be in the denomination of $1,000 each or any integral
multiple thereof and, at the request of the Lender, shall be initially issued as a single bond in the
denomination of$8,357,000 and numbered R-1.
The City Clerk is hereby designated as the Registrar and Paying Agent for the Series
2023B Bonds and may be hereinafter referred to as the "Registrar" or the "Paying Agent."
Payment of the principal of and interest on the Series 2023B 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
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2'1/2 Iss—Sewer Rev.(Series 2023B)
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.
In addition to the payment of principal of and interest on the Series 2023B Bonds, the
City also agrees to pay the Initiation Fee and the Servicing Fee (defined in the Series 2023B
Agreement) in accordance with the terms of the Series 2023B Agreement.
The Series 2023B 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
Series 2023B 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 Series 2023B Bonds shall cease to
be such officer before the delivery of such Series 2023B 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 Series 2023B 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 Series 2023B Bonds shall be kept
confidential as provided by Section 22.7 of the Code of Iowa.
The Series 2023B 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 Series 2023B Bonds by the City may be made from any funds regardless of
source, in whole or from time to time in part, in inverse order of maturity upon not less than
thirty (30) days' notice of redemption by e-mail, facsimile, certified or registered mail to the
Lender (or any other registered owner of the Series 2023B Bonds). The Series 2023B Bonds are
also subject to mandatory redemption as set forth in Section 5 of the Series 2023B Agreement.
All of the Series 2023B 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 Series 2023B Bonds. The Series 2023B Bonds shall be
a valid claim of the owners thereof only against said Net Revenues and Sinking Fund. None of
the Series 2023B 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
-4-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2'1/2 Iss—Sewer Rev.(Series 2023B)
reason of the failure of the Net Revenues of the Utility to be sufficient for the payment in whole
or in part of the Series 2023B Bonds and the interest thereon.
Section 3. The Series 2023B 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"), and all action heretofore taken in connection with the Series 2023B
Agreement is hereby ratified and confirmed in all respects.
Section 4. The Series 2023B Bonds shall be in substantially the following form:
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2'1/2 Iss—Sewer Rev.(Series 2023B)
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA
STORY COUNTY
CITY OF AMES
TAXABLE SEWER REVENUE BOND, SERIES 2023B
No. R-1 $8,357,000
RATE MATURITY DATE BOND DATE
2.75% June 1, 2042 January 27, 2023
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
EIGHT MILLION THREE HUNDRED FIFTY-SEVEN THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and
December 1 of each year, commencing June 1, 2023, 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, 2023, 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, 2042. 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, dated the date hereof (the
"Agreement") entered into by the City for the purpose of providing funds to pay a portion of the
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2'1/2 Iss—Sewer Rev.(Series 2023B)
cost of planning, designing and constructing improvements and extensions (the "Project") to the
Municipal Sanitary Sewer System of the City(the "Utility").
The Bonds are issued pursuant to and in strict compliance with the provisions of
Sections 384.24A and 384.83 of the Code of Iowa, 2021, 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 e-mail, facsimile, certified or registered mail to the Iowa Finance
Authority (or any other registered owner of the Bonds). The Bonds are also subject to
mandatory redemption as set forth in Section 5 of the Agreement.
The Bonds are not general obligations of the City but, together with 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; Taxable Sewer Revenue Improvement and
Refunding Bond, SRF Series 2021, dated February 19, 2021; Sewer Revenue Bonds, Series
2023A, dated January 27, 2023 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
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2'1/2 Iss—Sewer Rev.(Series 2023B)
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 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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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2'1/2 Iss—Sewer Rev.(Series 2023B)
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:
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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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2'1/2 Iss—Sewer Rev.(Series 2023B)
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due Due
June I Amount June 1 Amount
2023 $ 1,000 2033 $434,000
2024 $333,000 2034 $447,000
2025 $343,000 2035 $461,000
2026 $353,000 2036 $474,000
2027 $364,000 2037 $489,000
2028 $374,000 2038 $503,000
2029 $386,000 2039 $518,000
2030 $397,000 2040 $534,000
2031 $409,000 2041 $550,000
2032 $421,000 2042 $566,000
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2'1/2 Iss—Sewer Rev.(Series 2023B)
Section 5. The Loan Proceeds shall be held by the Lender and disbursed for costs of
the Project, as referred to in the preamble hereof. The City will keep a detailed segregated
accounting of the expenditure of the Loan Proceeds.
Section 6. So long as any of the Series 2023B 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 Series 2023B Bonds, the Outstanding Bonds and any other Parity Obligations due in
such fiscal year, as the same become due.
Section 7. 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
Series 2023B 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 8. From and after the issuance of the Series 2023B 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 Series 2023B Bonds, the Outstanding Bonds
and any Parity Obligations, and to create and maintain the several separate funds hereinafter
described.
Section 9. 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
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2'1/2 Iss—Sewer Rev.(Series 2023B)
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 Series 2023B Bonds
hereby authorized as may be 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 February 1, 2023, and continuing to and including May 1, 2023,
an amount equal to 1/4th of the installment of interest coming due on June 1,
2023, and thereafter, commencing on June 1, 2023, 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 Series 2023B
Bonds. In addition, commencing on February 1, 2023 and continuing to and
including May 1, 2023, an amount equal to 1/4th of the installment of principal
coming due on June 1, 2023, and thereafter, commencing on June 1, 2023, and
continuing to final maturity, an amount equal to 1/12th of the installment of
principal coming due on such Series 2023B 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 Series 2023B 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, provision 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 Series 2023B 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 10. 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 paying the Operating Expenses and making the required payments into the Sinking Fund are
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2'1/2 Iss—Sewer Rev.(Series 2023B)
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 Series 2023B 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.
Section 11. 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 12. The City hereby covenants and agrees with the owner or owners of the
Series 2023B 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 Series 2023B Bonds, the Outstanding Bonds and any Parity
Obligations shall have been paid in full, both principal and interest, or unless and until provision
shall have been made for the payment of the Series 2023B 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 13. Upon a breach or default of a term of the Series 2023B 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 14. The Series 2023B 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 Series 2023B
Bonds, the Outstanding Bonds or Parity Obligations, it being the intention of the City that there
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2'1/2 Iss—Sewer Rev.(Series 2023B)
shall be no priority among the Series 2023B 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 15. The City agrees that so long as the Series 2023B Bonds, the Outstanding
Bonds or any Parity Obligations remain outstanding, it will maintain insurance for the benefit of
the owners of the Series 2023B 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 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 Series 2023B 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 16. The provisions of this resolution shall constitute a contract between the
City and the owners of the Series 2023B Bonds and any Parity Obligations as may from time to
time be outstanding, and after the issuance of the Series 2023B 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 Series 2023B Bonds or any Parity Obligations until all of the Series
2023B 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 Series 2023B 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 Series 2023B 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 Series 2023B
Bonds or Parity Obligations.
(b) Make any change in the rate of interest borne by any of the Series 2023B
Bonds or Parity Obligations.
(c) Reduce the amount of the principal payable on any Series 2023B Bonds or
Parity Obligations.
(d) Modify the terms of payment of principal of or interest on the Series
2023B Bonds or Parity Obligations, or any of them, or impose any conditions with
respect to such payment.
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2'1/2 Iss—Sewer Rev.(Series 2023B)
(e) Affect the rights of the owners of less than all of the Series 2023B Bonds
or Parity Obligations then outstanding.
(f) Reduce the percentage of the principal amount of the Series 2023B 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.
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 Series 2023B 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 Series 2023B 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 Series 2023B 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 17. 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 18. All resolutions and orders or parts thereof in conflict with the provisions
of this resolution are, to the extent of such conflict, hereby repealed.
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2e°'/2 Iss—Sewer Rev.(Series 20238)
Section 19. This resolution shall be in full force and effect immediately upon its
adoption and approval, as provided by law.
Passed and approved January 10, 2023.
Mayor
Attest:4W-X-
City dlerk
On motion and vote, the meeting adjourned.
Mayor
Attest: QQ
City erk
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA
Ames/419370-71/2n°%:Iss—Sewer Rev.(Series 2023B)
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
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 Sewer
Revenue Loan and Disbursement Agreement (the "Series 2023B Agreement") and,the issuance
of $8,357,000 Sewer Revenue Bonds, Series 2023B (the "Series 2023B Bonds") of said City
evidencing the City's obligation under such Series 2023B 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 Series 2023B Agreement or issuing such Series
2023B 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 Series 2023B Agreement or to issue
the Series 2023B Bonds.
WITNESS MY HAND this LD day of 2923.
City Cl •k
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-71/2nd%Iss—Sewer Rev.(Series 2023B)
ESTABLISHMENT 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 complete
access and control of all of the corporate records of the City and that, based upon my
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; Taxable Sewer Revenue Improvement and
Refunding Bond, SRF Series 2021, dated February 19, 2021; and the current issue of$8,357,000
Taxable Sewer Revenue Bonds, Series 2023B and $4,071,000 Sewer Revenue Bonds, Series
2023A of the City.
WITNESS MY HAND this day of 12023.
ell
City Clerk
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DORSEY&WHITNEY LLP;ATTORNEYS,DES MOINES, IOWA