HomeMy WebLinkAboutA031 - Proceedings from August 10, 2021 Ames4193 70-67/Fina1202 I AGOSale/Issnc
August 10, 2021
Diane Voss
City Clerk/City Hall
515 Clark Avenue
P.O. Box 811
Ames, Iowa 50010-0811
Re: Sale and Issuance of General Obligation Corporate Purpose and Refunding
Bonds, Series 2021A
Our File No. 419370-67
Dear Diane:
I have prepared the necessary proceedings to be used at the Council meeting on August
10 to report the bids received and to adopt the resolution awarding the sale and issuance of the
City's General Obligation Corporate Purpose and Refunding Bonds, Series 2021A.
The proceedings enclosed include the following items:
1. Minutes showing the bids received, followed by the Resolution awarding the sale
and issuance of the Bonds.
2. Certificate attesting the transcript.
A copy of the executed resolution should be filed with your County Auditor.
/\\ If you have any questions, please contact me.
Very truly yours,
Robert E. Josten
cc by email: Duane Pitcher
Mark Lambert
Roger Wisecup
Susanne Gerlach
-1-
DORSEY& WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA
9 ,
Voss, Diane
From: Josten.Robert@dorsey.com
Sent: Tuesday, August 10, 2021 2:28 PM
To: Voss, Diane; Pitcher, Duane; Lambert, Mark; Wisecup, Roger
Cc: gerlachs@pfm.com; smithje@pfm.com; brandts@pfm.com; swartzc@pfm.com;
Danos.John@dorsey.com; ritter.cheryl@dorsey.com; lemke.susan@DORSEY.com
Subject: Ames Bond Sale and Issuance Resolution 2021A
Attachments: FINAL2021AGOCPRfdgBondSale Awardlssnc Ames419370-67-v1.doc
[External Email]
Attached to this email is the final version of the resolution authorizing the sale and issuance of GO Bonds today for the
City of Ames, based on numbers provided by PFM.
Please let me or John Danos know if you have questions or comments. I will be away from my desk until about 4:30
today.
Robert E.Josten. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DORSEY & WHITNEY LLP
801 Grand Suite 4100
Des Moines, IA 50309-8002
F: 515.283.1060 Cell: 515.556.8186
. . . . . . I . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CONFIDENTIAL COMMUNICATION
E-mails from this firm normally contain confidential and privileged material,and are for the sole use of the intended recipient.
Use or distribution by an unintended recipient is prohibited, and may be a violation of law. If you believe that you received
this e-mail in error,please do not read this e-mail or any attached items. Please delete the e-mail and all attachments,
including any copies thereof, and inform the sender that you have deleted the e-mail, all attachments and any copies thereof
Thank you.
1
SALE AND ISSUANCE GENERAL
OBLIGATION CORPORATE PURPOSE
AND REFUNDING BONDS, SERIES
2021 A
419370-67
Ames, Iowa
August 10, 2021
The City Council of the City of Ames, Iowa, met on August 10, 2021, at 6:00 p.m., at the
City Hall Council Chambers.
The meetingwas called to order b Mayor Pro-Tem Corrieri an the roll was called
y y d o
showing the following Council Members present and absent:
Present: Beatty-Hansen Betcher, Corrieri Gartin Martin
Absent: Junck
This being the time and place fixed by the Council for the consideration of bids for the
purchase of the Ci 's p ty General Obligation Corporate Purpose and Refunding Bonds, Series
2021A, it was reported that bids had been received and canvassed on behalf of the City at the
time and place fixed therefor.
Whereupon, such bids were placed on file, and the substance of such bids was noted in
the minutes, as follows:
Name and Address of Bidder Final Bid
(interest cost)
(ATTACH BID TABULATION)
Council Member Betcher introduced the resolution next hereinafter set out and moved its
adoption, seconded by Council Member Martin. The Mayor put the question upon the adoption
of said resolution, and the roll being called, the following Council Members voted:
Ayes: Beatty-Hansen, Betcher, Corrieri Gartin Martin
Nays:None
Absent: Junck
Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out.
-1-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA
City of Ames,Iowa
General Obligation Curporale Pugase and Refunding Bonds.Series 2021A
TIC Calculullnn
Period Huntington Raymond lames Piper Sandler Fifth Third Key Banc Robert W.Baird Baker Group Mesirotc lanney Montgornen Jefferies J.P.Morgan Hilltop Securities
Endine Debt Service Debt Senice Debt Senice Debt Senice Debt Senice Debt Senice Debt Service Debt Service Debi Sen ice Debt Servioe Debt Service Debt Senice
094)9-21 -,Inir-1I -5.fd1(,.11 11Iii i l I'll,1:, -4-.,-11. -I I:_" _1,':'II I-(.11.M4 N'rl 1 -'_Y_>,ti, 2i 94'1.5'Al ill, ,,.I M, "S'l �-'P)-, I1-1, _
06-01-22 3 017.512-15 3.035661.11 3,035.661.11 1029.220.28 1048.542.78 3 1161112.50 3,049.360.83 3.018.512.78 3074.269.72 3 1194,138,06 31191.320(K) 7 061.242 50
124)1-22 403.406.25 415.87500 415.875t IO 411.450,00 424,7250) 433.451100 424,600,00 424.725.00 441400.1111 4311511(NI 456.17501 433.45()00
1 2718.406.25 2.730.873.(N) 2,73018751111 2.72(9500) 2.739,72501 2.748,450.00 2.739.60000 2.739.725110 2.7574(llllll 2.771050,00 2.771.175.INI 2.74%15000
12-01-23 345.531.25 35800X100 3511 353.57500 366.85000 375.573,00 366.7251N) 366.85000 384.52500 398.1751NI 398.300,a1 375.575.(10
064)1-24 2.660.531.25 2.673000.00 2,673,(X)000 2.668.57501 2.681.8500) 2.690.575.00 2681.72500 2.681.850.00 2.699.52500 2.713.17501 2.713.31N),IXI 2690J7500
12-01-24 287656.25 300.125,00 31X1,125.00 293.700,M) 3011 317,700.00 308.850.00 308,97500 326,650.00 340.3WO) 340.42500 317.7(10.00
06-01-25 2617.656.25 2.630.125,00 2.630.125.00 2.625.71 2,638,975.(XI 2.647.71NI.1N) 2,63%850,00 2.6389750) 2.656,6501N1 2.670.300.00 2670.42501 L647.71NI1111
124)1-25 229,401 241.875.00 241,875.00 237.451 25(1 259.4500) 250.6(X),00 250.72500 268.400.00 282.()50(N) 282,1750) 259450Oh
06-01.26 L914.406.25 1.926.87500 1.926.87500 1922.450.011 1935.725,00 1,944.450.00 1935,60000 1935,725.00 1.953.4(K.00 1.967.(1501X) 1.91 1.944.45(1.00
124)1-26 187.211 199.750.00 199.750.00 195.325 00 208.600,00 217.32500 208.475.00 208.6(X).00 226.275.00 239.925 W 240.050,00 217,32500
01 1,877.281.25 1.889.7500l 1.889.75000 1.885.325.00 1.898.60000 1.907.325.00 1.898,475.00 1.898.600.00 1,916.275.00 1.929.925.(N) 1.930.050.00 1.907.125 00
12-01-27 145.031.25 157,500.00 157.500.00 1531175,00 166.350.00 175.07501 166.22500 166,350.00 1840250) 197,67500 197.81100) 17i 11--1,'
064)1-28 1.11 1867.500.(N) I.867.5(N).11l) 1.863.0750) 1.876.350.00 1,885.075.(X) 1.876,22500 1.876.350M 1.894.025.00 1.91176731111 1.907.81100) I,SN51175.I'll
12-01-28 102281.25 114,750.00 111750.00 110.325M 123600.00 132.325.00 123.475.00 1236(10,011 141,275.0(1 154.9251XI 155.05001 132.32i(11
06-01-29 1.827.281.25 L839.750.01) 1,839.7511(N1 1.835.325(N) 1.848.6011.1N1 1.857.325JX) 1.81%47500 1.8411 1.866.27500 1.879.92500 1.880.050W 1,857.32501
12-01-29 59.156.25 71.62500 71.623 00 67.21XI(NI 80A73.00 89.200.01 90.35001 80.4750) 98.150(9) 11 LI NI IN) H 1.925 N) 89,2(N)IIII
064)1-30 1804.156.25 1.81(.6251N) 1.8166251N1 1812.20000 I.825.4750) 1.834.200 INI 1825,350110 1825.47500 1.843.15000 1.856800,00 1856.925 IN) Ib83421N/00
12-01-30 32.981.25 45.451 45.451 41.02501) 54,300M 54.30000 45.45001 54.3(X).(X) 63.250.00 68.175.041 7702501) 54.311111111
M411-31 1.802,98 L25 I815.451 1.11 1.811025,00 1,82431N).(N) 1824.300(W 1.815.450M0 1.824.31 1.833,25t)1N) 1,838.17500 1947025M 1.824.31)(VO1
12-01-31 20,812.50 27.750.00 27,750.00 27,750IN) 27.730.00 2T750.00 27.750.(X) 27,7500) 36.71X1.1N1 41625.IN1 4162500 27.750(I11
06-01-32 1.111230 1 817 750.IN) 1.817.7511(N1 1 817.75000 1.817.75001 1.817,750.00 1817.75111111 1.817.7511.IN1 1.826.7M),01 1.931 62511(1 1.831 625 M 181 7.750 oo
124)1-32 7.387.50 9.850110 9,85000 9.850.00 9.850.00 9.850.IN) 9.850.00 9.8511.011 9.850.00 14.775,00 14.775(1() 9.851I.I'll
M4)1-33 992.387.50 994.830.00 994.850.00 994.85000 991.850.1N1 994.850.00 994.9511.00 994.850.00 994.850.(N) 999,7751N1 999.7751N) 994.950191
124)1-33
26.719.374.65 26.980.761.11 26.980761.11 26.894.670.28 27.152.94278 27,305.242.30 27.133.06083 27.152.942.78 27,497,269.72 27,76508%06 27.784.970Ou 27.305.242.51,
Par 22405100.00 22.405.000 N) 22.40500I00 22,405.000.00 22,405,I)NO) 22A050011110 22,405.0 I000 22405,1WO) 22.405111N)IN) 22.4050001N1 22.4051100,(9) 22.405000.00
Accrued None None Notre None None None Nolte None No. None None Nms
Discount 2.966.(9)8.74 3.201.751,(A) 3.193,80190 3.074.227.14 3.311.192.84 3.454.21106 3 284.864,89 3.237.826,05 3344.594.10 3.781.18930 3 788.311.71 3.334.572 6E
2537100874 25.6116.751.(A) 25.598.802.90 25.479,227.14 25.716.192.84 25,859.211116 25.089.864,89 25.642,826,05 25.949.594.10 26.IW 188.30 21193.311.71 25.739.57266
TIC 0.990375% 11.999351%, 1.01 1.0341 1.040194% 1041843% 1111OW% 1095655% 1.109708% 1.121726'% 1.1271AM 1.13196N':.„
NIC 1.348.365.91 1.374.009.51 1381,958.21 1.415.443.14 1.430.749.94 1.446.031,44 IA43.195.94 I.510.116.73 1.547.67562 1.57%899.76 1.591658.21) 1.565.66984
Bid -1.111i\'!, _.,i li,.-5l i,ii, '25.illl.811'9111 1'i 4--711, ('i 711,_I'l-,111 _" 5'1,11.I 1i1 .__1ti,,1._.I", i.1.4',N2101 1-114"i,14I'll 1`,.Iel 11.1;'-1 1_r,l`r;.-II't, 114
Bid NIC TIC
Huntington 25371008.74 I.348.365.91 0.990375'%,
Raymond James 25.606.751.60 1.3740)931 0 999351%
Piper Sandler 25598.802,90 1.381.958,21 1005366%
Fifth Third 25A79.227.W 1.415.443.14 1,034072%
K.B.. 25.716,192.84 1,436.749.94 HPO 194%
Ruben W.Baird 25.859.21106 1,446.031.44 1041843%
Baker Group 25.689.864.89 1.443.195.94 1146392%
Mesimx 25,642.826.05 1.510.116.73 11195655%
Janney Montgomeq 25.949,594.10 1,547.675.62 1.109708%
Jefferies 26.186AS8.30 1.578.899.76 1.121726%
J.P.Morgan 26.193.311.71 1.591 658.29 1.129790%
Hilltop Securities 25.739.572 66 1.565.669.84 1.131968%
PFMFmnnc'inl Advisors.LLC Dnre: N 10 1021: 7'imc: 11 21 AM
RESOLUTION NO. 21-447
Awarding Sale and Authorizing Issuance of General Obligation Corporate Purpose and
Refunding Bonds, Series 2021A and providing for the levy of taxes
WHEREAS, the City of Ames (the "City"), in Story County, State of Iowa, has
heretofore proposed to enter into a General Obligation Loan Agreement (the "Loan
Agreement"), pursuant to the provisions of Section 384.24A of the Code of Iowa, for the purpose
of paying the cost, to that extent, of constructing improvements to streets and sanitary sewers,
installation of traffic control devices, converting a parking lot into a downtown plaza and
refunding the outstanding balance of the City's General Obligation Corporate Purpose Bonds,
Series 2013; and has published notices of the proposed actions and has held hearings thereon;
and
WHEREAS, pursuant to advertisement of sale, bids for the purchase of General
Obligation Corporate Purpose and Refunding Bonds, Series 2021A (the "Bonds") to be issued in
evidence of the City's obligation under the Loan Agreement, were received and canvassed on
behalf of the City and the substance of such bids noted in the minutes; and
WHEREAS, upon final consideration of all bids, the City's municipal advisor has
determined that the bid of Huntington Securities, Inc., Chicago, IL (the "Purchaser"), is the best;
and
WHEREAS, it is now necessary to take action to authorize the issuance of the Bonds;
NOW, THEREFORE, It Is Resolved by the City Council of the City of Ames, Iowa, as
follows:
Section 1. The City shall enter into the Loan Agreement with the Purchaser in
substantially the form as will be placed on file with the Council, providing for a loan to the City
in the principal amount of$19,640,000, for the purposes set forth in the preamble hereof.
The Mayor and City Clerk are hereby authorized and directed to sign the Loan
Agreement on behalf of the City, and the Loan Agreement is hereby approved.
Section 2. The bid of the Purchaser referred to in the preamble is hereby accepted,
and the Bonds, in the principal amount of $19,640,000 are hereby awarded to the Purchaser at
the price specified in such bid,together with accrued interest.
Section 3. The form of agreement of sale (the "Sale Agreement") of the Bonds to the
Purchaser is hereby approved, and the Mayor and City Clerk are hereby authorized to execute
the Sale Agreement for and on behalf of the City.
Section 4. The Bonds are hereby authorized to be issued in evidence of the obligation
of the City under the Loan Agreement, in the total aggregate principal amount of$19,640,000, to
be dated September 9, 2021, in the denomination of $5,000 each, or any integral multiple
-2-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
thereof, maturing on June 1 in each of the years, in the respective principal amounts and bearing
interest at the respective rates, as follows:
Principal Interest Rate Principal Interest Rate
Year Amount Per Annum Year Amount Per Annum
2022 $2,005,000 5.000% 2028 $1,525,000 5.000%
2023 $1,755,000 5.000% 2029 $1,600,000 5.000%
2024 $1,840,000 5.000% 2030 $1,685,000 3.000%
2025 $1,935,000 5.000% 2031 $1,730,000 1.375%
2026 $1,385,000 5.000% 2032 $1,760,000 1.500%
2027 $1,450,000 5.000% 2033 $970,000 1.500%
The City Treasurer, Ames, Iowa, is hereby designated as the Registrar and Paying Agent
for the Bonds and may be hereinafter referred to as the "Registrar" or the "Paying Agent."
The City reserves the right to prepay part or all of the Bonds maturing in each of the
years 2030 to 2033, inclusive, prior to and in any order of maturity on June 1, 2029, or on any
date thereafter upon terms of par and accrued interest.
If less than all of the Bonds of any like maturity are to be redeemed, the particular part of
those Bonds to be redeemed shall be selected by the Registrar by lot. The Bonds may be called
in part in one or more units of$5,000. If less than the entire principal amount of any Bond in a
denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the
registered owner thereof, upon surrender of such original Bond, a new Bond or Bonds, in any
authorized denomination, in a total aggregate principal amount equal to the unredeemed balance
of the original Bond. Notice of such redemption as aforesaid identifying the Bond or Bonds (or
portion thereof) to be redeemed shall be sent by electronic means or mailed by certified mail to
the registered owners thereof at the addresses shown on the City's registration books not less
than 30 days prior to such redemption date. Any notice of redemption may contain a statement
that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before
the date fixed for redemption sufficient to pay the redemption price of the Bonds so called for
redemption, and that if funds are not available, such redemption shall be cancelled by written
notice to the owners of the Bonds called for redemption in the same manner as the original
redemption notice was sent. All of such Bonds as to which the City reserves and exercises the
right of redemption and as to which notice as aforesaid shall have been given and for the
redemption of which funds are duly provided, shall cease to bear interest on the redemption date.
Accrued interest on the Bonds shall be payable semiannually on the first day of June and
December in each year, commencing June 1, 2022. Interest shall be calculated on the basis of a
360-day year comprised of twelve 30-day months. Payment of interest on the Bonds shall be
made to the registered owners appearing on the registration books of the City at the close of
business on the fifteenth day of the month next preceding the interest payment date and shall be
paid to the registered owners at the addresses shown on such registration books. Principal of the
Bonds shall be payable in lawful money of the United States of America to the registered owners
-3-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
or their legal on representatives u p p presentation and surrender of the Bond or Bonds at the office
of the Paying Agent.
The Bonds shall be executed on behalf of the City with the official manual or facsimile
signature of the Mayor and attested with the official manual or facsimile signature of the City
Clerk, and shall be fully registered Bonds without interest coupons. In case any officer whose
signature or the facsimile of whose signature appears on the Bonds shall cease to be such officer
before the delivery of the Bonds, such signature or such facsimile signature shall nevertheless be
valid and sufficient for all purposes, the same as if such officer had remained in office until
delivery.
The Bonds shall not be valid or become obligatory for any purpose until the Certificate of
Authentication thereon shall have been signed b the Registrar.
g Y g
The Bonds shall be fully registered as to principal and interest in the names of the owners
on the registration books of the City kept by the Registrar, and after such registration, payment
of the principal thereof and interest thereon shall be made only to the registered owners or their
legal representatives or assigns. Each Bond shall be transferable only upon the registration
books of the City upon presentation to the Registrar, together with either a written instrument of
transfer satisfactory to the Registrar or the assignment form thereon completed and duly
executed by the registered owner or the duly authorized attorney for such registered owner.
The record and identity of the owners of the Bonds shall be kept confidential as provided
by Section 22.7 of the Code of Iowa.
Section 5. Notwithstanding anything above to the contrary, the Bonds shall be issued
initially as Depository Bonds, with one fully registered Bond for each maturity date, in principal
amounts equal to the amount of principal maturing on each such date, and registered in the name
of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC").
On original issue, the Bonds shall be deposited with DTC for the purpose of maintaining a book-
entry system for recording the ownership interests of its participants and the transfer of those
interests among its participants (the "Participants"). In the event that DTC determines not to
continue to act as securities depository for the Bonds or the City determines not to continue the
book-entry system for recording ownership interests in the Bonds with DTC, the City will
discontinue the book-entry system with DTC. If the City does not select another qualified
securities depository to replace DTC (or a successor depository) in order to continue a book-
entry system, the City will register and deliver replacement Bonds in the form of fully registered
certificates, in authorized denominations of$5,000 or integral multiples of$5,000, in accordance
with instructions from Cede & Co., as nominee for DTC. In the event that the City identifies a
qualified securities depository to replace DTC, the City will register and deliver replacement
Bonds, fully registered in the name of such depository, or its nominee, in the denominations as
set forth above, as reduced from time to time prior to maturity in connection with redemptions or
retirements by call or payment, and in such event, such depository will then maintain the book-
entry system for recording ownership interests in the Bonds.
Ownership interests in the Bonds may be purchased by or through Participants. Such
Participants and the persons for whom they acquire interests in the Bonds as nominees will not
-4-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
receive certificated Bonds, but each such Participant will receive a credit balance in the records
of DTC in the amount of such Participant's interest in the Bonds, which will be confirmed in
accordance with DTC's standard procedures. Each such person for which a Participant has an
interest in the Bonds, as nominee, may desire to make arrangements with such Participant to
have all notices of redemption or other communications of the City to DTC, which may affect
such person, forwarded in writing by such Participant and to have notification made of all
interest payments.
The City will have no responsibility or obligation to such Participants or the persons for
whom they act as nominees with respect to payment to or providing of notice for such
Participants or the persons for whom they act as nominees.
As used herein, the term `Beneficial Owner" shall hereinafter be deemed to include the
person for whom the Participant acquires an interest in the Bonds.
DTC will receive payments from the City, to be remitted by DTC to the Participants for
subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial
Owner in the Bonds will be recorded on the records of the Participants whose ownership interest
will be recorded on a computerized book-entry system kept by DTC.
When reference is made to any action which is required or permitted to be taken by the
Beneficial Owners, such reference shall only relate to those permitted to act (by statute,
regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices
are given, they shall be sent by the City to DTC, and DTC shall forward (or cause to be
forwarded) the notices to the Participants so that the Participants can forward the same to the
Beneficial Owners.
Beneficial Owners will receive written confirmations of their purchases from the
Participants acting on behalf of the Beneficial Owners detailing the terms of the Bonds acquired.
Transfers of ownership interests in the Bonds will be accomplished by book entries made by
DTC and the Participants who act on behalf of the Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interest in the Bonds, except as specifically
provided herein. Interest and principal will be paid when due by the City to DTC, then paid by
DTC to the Participants and thereafter paid by the Participants to the Beneficial Owners.
Section 6. The Bonds shall be in substantially the following form:
-5-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWASTORY COUNTY
CITY OF AMES
GENERAL OBLIGATION CORPORATE PURPOSE AND REFUNDING BOND,
SERIES 2021A
No. $
RATE MATURITY DATE DATE CUSIP
June 1, September 9, 2021 030807
The City of Ames (the "City"), in Story County, State of Iowa, for value received,
promises to pay on the maturity date of this Bond to
Cede & Co.
New York, NY
or registered assigns, the principal sum of
DOLLARS
in lawful money of the United States of America upon presentation and surrender of this Bond at
the office of the City Treasurer, Ames, Iowa, (hereinafter referred to as the "Registrar" or the
"Paying Agent"), with interest on said sum, until paid, at the rate per annum specified above,
from the date of this Bond, or from the most recent interest payment date on which interest has
been paid, on June 1 and December 1 of each year, commencing June 1, 2022, except as the
provisions hereinafter set forth with respect to redemption prior to maturity may be or become
applicable hereto. Interest on this Bond is payable to the registered owner appearing on the
registration books of the City at the close of business on the fifteenth day of the month next
preceding the interest payment date, and shall be paid to the registered owner at the address
shown on such registration books. Interest shall be calculated on the basis of a 360-day year
comprised of twelve 30-day months.
This Bond shall not be valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by the Registrar.
This Bond is one of a series of General Obligation Corporate Purpose and Refunding
Bonds, Series 2021A (the "Bonds") issued by the City in the principal amount of$19,640,000, to
evidence its obligation under a certain loan agreement, dated as of September 9, 2021 (the "Loan
Agreement"), entered into by the City for the purpose of paying the cost, to that extent, of
constructing improvements to streets and sanitary sewers, installation of traffic control devices,
-6-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
converting a parking lot into a downtown plaza and refunding the outstanding balance of the
City's General Obligation Corporate Purpose Bonds, Series 2013.
The Bonds are issued pursuant to and in strict compliance with the provisions of
Chapters 76 and 384 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 adopted and
approved on August 10, 2021, authorizing and approving the Loan Agreement and providing for
the issuance and securing the payment of the Bonds (the "Resolution"), and reference is hereby
made to the Resolution and the Loan Agreement for a more complete statement as to the source
of payment of the Bonds and the rights of the owners of the Bonds.
The City reserves the right to prepay part or all of the Bonds maturing in each of the
years 2030 to 2033, inclusive, prior to and in any order of maturity on June 1, 2029, or on any
date thereafter upon terms of par and accrued interest.
If less than all of the Bonds of any like maturity are to be redeemed, the particular part of
those Bonds to be redeemed shall be selected by the Registrar by lot. The Bonds may be called
in part in one or more units of$5,000. If less than the entire principal amount of any Bond in a
denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the
registered owner thereof, upon surrender of such original Bond, a new Bond or Bonds, in any
authorized denomination, in a total aggregate principal amount equal to the unredeemed balance
of the original Bond. Notice of such redemption as aforesaid identifying the Bond or Bonds (or
portion thereof) to be redeemed shall be sent by electronic means or mailed by certified mail to
the registered owners thereof at the addresses shown on the City's registration books not less
than 30 days prior to such redemption date. Any notice of redemption may contain a statement
that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before
the date fixed for redemption sufficient to pay the redemption price of the Bonds so called for
redemption, and that if funds are not available, such redemption shall be cancelled by written
notice to the owners of the Bonds called for redemption in the same manner as the original
redemption notice was sent. All of such Bonds as to which the City reserves and exercises the
right of redemption and as to which notice as aforesaid shall have been given and for the
redemption of which funds are duly provided, shall cease to bear interest on the redemption date.
This Bond is fully negotiable but shall be fully registered as to both principal and interest
in the name of the owner on the books of the City in the office of the Registrar, after which no
transfer shall be valid unless made on said books and then only upon presentation of this Bond to
the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or
the assignment form hereon completed and duly executed by the registered owner or the duly
authorized attorney for such registered owner.
The City, the Registrar and the Paying Agent may deem and treat the registered owner
hereof as the absolute owner for the purpose of receiving payment of or on account of principal
hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the
Registrar and the Paying Agent shall not be affected by any notice to the contrary.
-7-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
And It Is Hereby Certified and Recited that all acts, conditions and things required by the
laws and Constitution of the State of Iowa, to exist, to be had, to be done or to be performed
precedent to and in the issue of this Bond were and have been properly existent, had, done and
performed in regular and due form and time; that provision has been made for the levy of a
sufficient continuing annual tax on all the taxable property within the City for the payment of the
principal of and interest on this Bond as the same will respectively become due; and that the total
indebtedness of the City, including this Bond, does not exceed any constitutional or statutory
limitations.
IN TESTIMONY WHEREOF, the City of Ames, Iowa, by its City Council, has caused
this Bond to be executed with the duly authorized facsimile signature of its Mayor and attested
with the duly authorized facsimile signature of its City Clerk, all as of September 9, 2021.
CITY OF AMES, IOWA
By(DO NOT SIGN)
Mayor
Attest:
By (DO NOT SIGN)
City Clerk
Registration Date: (Registration Date)
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Resolution.
CITY TREASURER
Ames, Iowa
Registrar
By (Authorized Signature)
City Treasurer
-8-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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:
-9-
DORSEY& WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA
(Signature guarantee must be provided in accordance with the
prevailing standards and procedures of the Registrar and Transfer
Agent. Such standards and procedures may require signatures to be
guaranteed by certain eligible guarantor institutions that participate in
a recognized signature guarantee program.)
NOTICE: The signature to this Assignment must
correspond with the name of the registered owner as
it appears on this Bond in every particular, without
alteration or enlargement or any change whatever.
-10-
DORSEY&WHITNEY LLP, .ATTORNEYS,DES MOINES,IOWA
Section 7. The Bonds shall be executed as herein provided as soon after the adoption
of this resolution as may be possible, and thereupon they shall be delivered to the Registrar for
registration, authentication and delivery to or on behalf of the Purchaser, upon receipt of the loan
proceeds, and all action heretofore taken in connection with the Loan Agreement is hereby
ratified and confirmed in all respects.
Section 8. For the purpose of providing for the levy and collection of a direct annual
tax sufficient to pay the principal of and interest on the Bonds as the same become due, there is
hereby ordered levied on all the taxable property in the City in each of the years while the Bonds
are outstanding, a tax sufficient for that purpose, and in furtherance of this provision, but not in
limitation thereof, there is hereby levied on all the taxable property in the City the following
direct annual tax for collection in each of the following fiscal years:
For collection in the fiscal year beginning July 1, 2022,
sufficient to produce the net annual sum of$2,444,788;
For collection in the fiscal year beginning July 1, 2023'
sufficient to produce the net annual sum of$2,442,038;
For collection in the fiscal year beginning July 1, 2024,
sufficient to produce the net annual sum of$2,445,038;
For collection in the fiscal year beginning July 1, 2025,
sufficient to produce the net annual sum of$1,798,288;
For collection in the fiscal year beginning July 1, 2026,
sufficient to produce the net annual sum of$1,794,038;
For collection in the fiscal year beginning July 1, 2027,
sufficient to produce the net annual sum of$1,796,538;
For collection in the fiscal year beginning July 1, 2028,
sufficient to produce the net annual sum of$1,795,288;
For collection in the fiscal year beginning July 1, 2029,
sufficient to produce the net annual sum of$1,800,288;
For collection in the fiscal year beginning July 1, 2030,
sufficient to produce the net annual sum of$1,794,738,
For collection in the fiscal year beginning July 1, 2031,
sufficient to produce the net annual sum of$1,800,950;
For collection in the fiscal year beginning July 1, 2032,
sufficient to produce the net annual sum of$984,550.
-11-
DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Section 9. A certified copy of this resolution shall be filed with the County Auditor
of Story County, and the County Auditor is hereby instructed to enter for collection and assess
the tax hereby authorized. When annually entering such taxes for collection, the County Auditor
shall include the same as a part of the tax levy for Debt Service Fund purposes of the City and
when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the
City and set aside therein as a special account to be used solely and only for the payment of the
principal of and interest on the Bonds hereby authorized and for no other purpose whatsoever.
Any amount received by the City as accrued interest on the Bonds shall be deposited into such
special account and used to pay interest due on the Bonds on the first interest payment date.
Pursuant to the provisions of Section 76.4 of the Code of Iowa, each year while the
Bonds remain outstanding and unpaid, any funds of the City which may lawfully be applied for
such purpose may be appropriated, budgeted and, if received, used for the payment of the
principal of and interest on the Bonds as the same become due, and if so appropriated, the taxes
for any given fiscal year as provided for in Section 8 of this Resolution, shall be reduced by the
amount of such alternate funds as have been appropriated for said purpose and evidenced in the
City's budget.
Section 10. The interest or principal and both of them falling due in any year or years
shall, if necessary, be paid promptly from current funds on hand in advance of taxes levied and
when the taxes shall have been collected, reimbursement shall be made to such current funds in
the sum thus advanced.
Section 11. It is the intention of the City that interest on the Bonds be and remain
excluded from gross income for federal income tax purposes pursuant to the appropriate
provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations in
effect with respect thereto (all of the foregoing herein referred to as the "Internal Revenue
Code"). In furtherance thereof, the City covenants to comply with the provisions of the Internal
Revenue Code as they may from time to time be in effect or amended and further covenants to
comply with the applicable future laws, regulations, published rulings and court decisions as
may be necessary to insure that the interest on the Bonds will remain excluded from gross
income for federal income tax purposes. Any and all of the officers of the City are hereby
authorized and directed to take any and all actions as may be necessary to comply with the
covenants herein contained.
Section 12. The Securities and Exchange Commission (the "SEC") has promulgated
certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (17 C.F.R. §
240.15c2-12) (the "Rule") that make it unlawful for an underwriter to participate in the primary
offering of municipal securities in a principal amount of $1,000,000 or more unless, before
submitting a bid or entering into a purchase contract for such securities, an underwriter has
reasonably determined that the issuer or an obligated person has undertaken in writing for the
benefit of the holders of such securities to provide certain disclosure information to prescribed
information repositories on a continuing basis so long as such securities are outstanding.
-12-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA
On the date of issuance and delivery of the Bonds, the City will execute and deliver a
Continuing Disclosure Certificate pursuant to which the City will undertake to comply with the
Rule. The City covenants and agrees that it will comply with and carry out the provisions of the
Continuing Disclosure Certificate. Any and all of the officers of the City are hereby authorized
and directed to take any and all actions as may be necessary to comply with the Rule and the
Continuing Disclosure Certificate.
Section 13. All resolutions or parts thereof in conflict herewith are hereby repealed to
the extent of such conflict.
Passed and approved August 10, 2021.
Atte t: Mayor
City Clerk
Upon motion and vote, the meeting was adjourned.
-emgo 1^
Mayor
Attest:
City Clerk
-13-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
STATE OF IOWA
COUNTY OF STORY SS:
CITY OF AMES
I, the undersigned, City Clerk of the City of Ames, do hereby certify that as such City
Clerk I have in my possession or have access to the complete corporate records of the City and
of its Council and officers and that I have carefully compared the proceedings hereto attached
with those corporate records and that the proceedings hereto attached are a true, correct and
complete copy of all the corporate records in relation to the adoption of a resolution on August
10, 2021, related to the sale and issuance of General Obligation Corporate Purpose and
Refunding Bonds, Series 2021 A, evidencing the City's obligation under a certain Loan
Agreement.
WITNESS MY HAND this to day of & (.d. , 2021.
City Clerk
(Attach here a copy of the bid of the successful bidder.)
-14-
DORSEY & WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
TABULATION OF BIDS
City of Ames, Iowa
$22,405,000* General Obligation Corporate Purpose and Refunding Bonds,
Series 2021A
AWARD:
HUNTINGTON SECURITIES, INC.
RATING: Moody's Investors Service `Aa1' SALE DATE: August 10, 2021
COUPON NET INTEREST COST PURCHASE
NAME OF BIDDER RATE YEAR & TRUE INTEREST RATE PRICE
HUNTINGTON SECURITIES, INC. 5.000% 2022-2029 $1,348,365.91* $25,371,008.74*
Chicago, Illinois 3.000% 2030
1.375% 2031 0.9903%*
1.500% 2032-2033
RAYMOND JAMES &ASSOC., INC. 5.000% 2022-2029 $1,374,009.51 $25,606,751.60
St. Petersburg, Florida 3.000% 2030
2.000% 2031-2033 0.9993%
PIPER SANDLER & CO. 5.000% 2022-2029 $1,381,958.21 $25,598,802.90
Minneapolis, Minnesota 3.000% 2030
2.000% 2031-2033 1.0053%
FIFTH THIRD SECURITIES, INC. 5.000% 2022-2029 $1,415,443.14 $25,479,227.14
Cincinnati, Ohio 3.000% 2030
1.500% 2031 1.0340%
2.000% 2032-2033
KEYBANC CAPITAL MARKETS 5.000% 2022-2029 $1,436,749.94 $25,716,192.84
Cleveland, Ohio 3.000% 2030-2031
2.000% 2032-2033 1.0401%
Subsequent to the receipt of bids, the City decreased the aggregate par amount of the Bonds to $19,640,000. The resulting
Purchase Price decreased to $22,200,159.27, the True Interest Rate increased to 1.0243% and the Net Interest Cost
decreased to$1,276,349.97.
801 Grand Avenue, Suite 3300
0 Des Moines, Iowa 50309
(515) 243-2600
PfM