HomeMy WebLinkAboutA033 - Index of Bond Transcript INDEX OF BOND TRANSCRIPT
$3,500,000 Water Revenue Bond, Series 2022
Closing Date: August 26, 2022
City of Ames, Iowa
1. Set Date Resolution(May 24, 2022), Affidavit of Publication
2. Hearing Resolution(June 14, 2022)
3. Issuance Resolution(August 9, 2022)
4. Closing Certificate
5. Loan and Disbursement Agreement
6. Specimen Bond
7. 8038-G
8. Bond Counsel Opinion
Ames/419370-66/1"�/2-Water Rev
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MINUTES TO SET DATE FOR HEARING
ON ENTERING INTO A LOAN AND
DISBURSEMENT AGREEMENT
419370-66 (NII)
Ames, Iowa
May 24, 2022
The City Council of the City of Ames, Iowa, met on May 24, 2022, at six o'clock p.m., in
the City Council Chambers of City Hall, 515 Clark Avenue, in the City. The Mayor presided and
the roll was called showing the following members of the Council present and absent:
Present: Betcher, Gartin, Junck, Rolllins
Absent: Beatty-Hansen, Corrieri
Council Member Rollins introduced the resolution hereinafter next set out and moved its
adoption,seconded by Council Member Junck; and after due consideration thereof by the Council,
the Mayor put the question upon the adoption of the said resolution and the roll being called, the
following named Council Members voted:
Ayes: Betcher, Gartin, Junck, Rollins
Nays: None
Whereupon,the Mayor declared the resolution duly adopted as follows:
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/4 1 93 70-66/1"/2-Water Rev
RESOLUTION NO. 22-285
Resolution to fix a date for a public hearing on proposal to enter into a Water
Revenue Loan and Disbursement Agreement and to borrow money thereunder in a
principal amount not to exceed $3,500,000
WHEREAS, the City of Ames (the"City"), in Story County, State of Iowa, did heretofore
establish a Municipal Waterworks Utility System (the "Utility") in and for the City which has
continuously supplied water 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 "Outstanding Bond
Resolution"), the City has heretofore issued its $76,325,000 Taxable Water Revenue Bond, SRF
Series 2015, dated January 30, 2015 (the "Outstanding Bond"), a portion of which remains
outstanding; and
WHEREAS, pursuant to the Outstanding Bond Resolution, the City reserved the right to
issue additional obligations payable from the net revenues of the Utility and ranking on a parity
with the Outstanding Bond under the terms and conditions set forth in the Outstanding Bond
Resolution; and
WHEREAS, the City now proposes to enter into a Water Revenue Loan and Disbursement
Agreement(the"Agreement")and to borrow money thereunder in a principal amount not to exceed
$3,500,000,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 it is necessary to fix a date of meeting of the City
Council at which it is proposed to take action to enter into the Agreement and to give notice thereof
as required by such law;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Ames, Iowa, as
follows:
Section 1. This City Council shall meet on June 14, 2022, In the City Council
Chambers of City Hall, 515 Clark Avenue, in the City, at six o'clock p.m.,at which time and place
a hearing will be held and proceedings will be instituted and action taken to enter into the
Agreement.
Section 2. The City Clerk is hereby directed to give notice of the proposed action on
the Agreement setting forth the amount and purpose thereof, the time when and place where the
said meeting will be held, by publication at least once, not less than four (4) and not more than
twenty (20) days before the meeting, in a legal newspaper which has a general circulation in the
City. The notice shall be in substantially the following form:
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-66/1°1/z-Water Rev
NOTICE OF PROPOSED ACTION TO INSTITUTE
PROCEEDINGS TO ENTER INTO A LOAN AND DISBURSEMENT AGREEMENT
IN A PRINCIPAL AMOUNT NOT TO EXCEED $3,500,000
(WATER REVENUE)
The City Council of the City of Ames, Iowa, will meet on June 14, 2022, in the Council
Chambers of City Hall, 515 Clark Avenue, in the City, at six o'clock p.m., for the purpose of
instituting proceedings and taking action to enter into a loan and disbursement agreement (the
"Agreement") and to borrow money thereunder in a principal amount not to exceed $3,500,000,
for the purpose of paying the cost, to that extent, of planning, designing and constructing
improvements and extensions to the Municipal Waterworks Utility System (the "Utility") of the
City.
The Agreement will not constitute a general obligation of the City, nor will it be payable
in any manner by taxation but,together with the City's outstanding Taxable Water Revenue Bond,
SRF Series 2015, dated January 30, 2015 and any additional obligations of the City as may be
hereafter issued and outstanding from time to time ranking on a parity therewith, will be payable
solely and only from the Net Revenues of the Utility.
At the aforementioned time and place, oral or written objections may be filed or made to
the proposal to enter into the Agreement. After receiving objections, the City may determine to
enter into the Agreement, in which case, the decision will be final unless appealed to the District
Court within fifteen (15) days thereafter.
By order of the City Council of the City of Ames, Iowa.
Diane Voss
City Clerk
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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Section '). Pursuant to Section 1.150-2 of the Income Tax Regulations (the
"Regulations") of the Internal Revenue Service, the City declares (a) that it intends to undertake
the Project which is reasonably estimated to cost approximately $3,500,000, (b) that other than
(i) expenditures to be paid or reimbursed from sources other than the issuance of bonds, notes or
other obligations (the "Bonds"), or (ii) expenditures made not earlier than 60 days prior to the
date of this Resolution or a previous intent resolution of the City, or (iii) expenditures amounting
to the lesser of$100,000 or 5% of the proceeds of the Bonds, or (iv) expenditures constituting
preliminary expenditures as defined in Section 1.150-2(f)(2) of the Regulations, no expenditures
for the Project have heretofore been made by the City and no expenditures will be made by the
City until after the date of this Resolution or a prior intent resolution of the City, and (c) that the
City reasonably expects to reimburse the expenditures made for costs of the City out of the
proceeds of the Bonds. This declaration is a declaration of official intent adopted pursuant to
Section 1.150-2 of the Regulations.
Section 4. All resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
Section 5. This resolution shall be in full force and effect immediately upon its
adoption and approval, as provided by law.
Passed and approved this May 24, 2022.
............
Mayor
Attest:
City Clerk
On motion and vote,the meeting adjourned,
Mayor
Attest:
City Clerk
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ATTESTATION CERTIFICATE:
STATE OF IOWA
STORY COUNTY SS:
CITY OF AMES
I, the undersigned, City Clerk of the City of Ames, Iowa, do hereby certify that attached
hereto is a true and correct copy of the proceedings of the City Council relating to fixing a date for
hearing on the City Council's proposal to take action in connection with a Water Revenue Loan
and Disbursement Agreement.
WITNESS MY HAND this 24th day of May, 2022.
City Clerk
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-66/1a'/2-Water Rev
ORGANIZATION AND ESTABLISHMENT CERTIFICATE:
STATE OF IOWA
STORY COUNTY SS:
CITY OF AMES
I, the undersigned City Clerk, do hereby certify that the City of Ames is organized and
operating under the provisions of Title IX of the Code of Iowa and not under any special charter
and that such City is operating under the Mayor-Council form of government and that there is not
pending or threatened any question or litigation whatsoever touching the incorporation of the City,
the inclusion of any territory within its limits or the incumbency in office of any of the officials
hereinafter named.
And I do further certify that the following named parties are officials of the City as
indicated:
John A. Haila Mayor
Steven L. Schainker City Manager
Last Day 8/1/22 Renee Hall - new City
Diane R. Voss City Clerk Clerk effective 8/1/22
Roger Wisecup City Treasurer
Duane Pitcher Finance Director
Amber Corrieri Council Member/Mayor Pro Tern
Bronwyn Beatty Hansen Council Member
Gloria Betcher Council Member
Tim Gartin Council Member
Rachel Junck Council Member
Anita Rollins Council Member
I further certify that the City established the Municipal Waterworks Utility System (the i
"Utility") prior to January 1, 1961, and that the Utility has been in continuous operation by the
City since its establishment as aforesaid in supplying water service to the City and its inhabitants.
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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I further certify that the management and control of the Utility are vested in the City
Council of the City, and that no board of trustees exists which has any part of the control and
management of such Utility.
WITNESS MY HAND this 24" day of May,2022.
City Clerk
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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OUTSTANDING DEBT CERTIFICATE:
STATE OF IOWA
STORY COUNTY SS:
CITY OF AMES
I, the undersigned, City Clerk of the City of Ames, Iowa (the "City"), do hereby certify
that the City has no bonds or other obligations of any kind now outstanding which are secured by
and payable from the revenues derived from the operation of the Municipal Waterworks Utility
System (the"Utility"), except as follows:
Date Type Principal Amount Maturity
Outstanding
01-30-2015 Water Revenue $47,277,000 06-01-2037
(Attach here a separate sheet listing any other outstanding obligations of the
City secured by and payable from the revenues of the Utility, if any, excluding
the proposed issue.)
WITNESS MY HAND this 24th day of May,2022.
City Cleric
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA
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Ames/&19370-66/y%-Water Rev
PUBLICATION CERTIFICATE:
(PLEASE NOTE: Please do not date and return this certificate until you have received the
publisher's affidavit and have verified that the notice was published on the date indicated
in the affidavit, but please return all other completed pages to us as soon as they are
available.)
STATE OF IOWA
STORY COUNTY SS:
CITY OF AMES
I, the undersigned, City Clerk of the City of Ames, Iowa (the "City"), do hereby certify
that pursuant to the resolution of its City Council fixing a date of meeting at which it is proposed
to take action to enter into a loan and disbursement agreement,the notice,of which the printed slip
attached to the publisher's affidavit hereto attached is a true and complete copy,was published on
the date and in the newspaper specified in such affidavit,which newspaper has a general circulation
in the City.
WITNESS MY HAND this—�—day of P� ,2022.
City Clerk
(Attach here the publisher's original affidavit with clipping of the notice, as published.)
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DORSEY & WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
LB-OK-14 Days
Proof Of Publication In
THE AMES TRIBUNE
p145ST40
NOTICE OF PROPOSED ACTION
TO INSTITUTE
PROCEEDINGS TO ENTER INTO
A LOAN AND DISBURSEMENT
AGIZMAExT
CiTY OF AMES IN A PRINCIPAL AMOUNT
NOT TO EXCEED$3�500,000
515 CLARK AVENUE (WATER REVENUE)
AMES,IA 500100811 The City Council of the City of
Ames.Iowa,will meet an June 14.
2022,in the Council Chambers of
STATE OF WISCONSiN,BROWN COUNTY City Hail, Clark Avenue,in the
: City, at six o'clock v.m. for the
Purpose of instituting proceed-
: Ings and taking action to enter In-
to a loan and disbursement agree-
I. Q�t^t a 01� ,on oath depose and say : ment (the "Agreement) and to
that I am the Legal Clerk of THE AMES TRIBUNE,a daily : borrow money thereunder In a
newspaper,published at;Ames,Story County,Iowa that the : princlPat amount not to exceed
p p ry ty, $3,5OO,OOD,for the purvose of Pay-
annexed printed: ; Ing the cost. to that extent. of
Planning. designing and con-
structing Improvements and ex-
tensions to the Municipal Water-
CITY OF AMES works utility System(the"utility")
of the City. The Agreement will
SRF-Water Revenue Bonds not constitute a general obliga-
tion of the City,nor will it be paya-
ble in any manner by taxation but,
together with the City's outsiand-
was published in said newspaper 1 time(s)in issues dated: : Ing Taxable water Revenue Bond,
SRF Series 20IS.dated January 30,
2015 and any additional obtiga-
May 31,2022 tions of the City as may be here-
after issued and outstanding from
time to time ranking on a parity
the last day of said publication being the therewith, will be payable solely
31 st day of May,2022 and only from the Net Revenues of
the Utility.At the aforementioned
time and place,oral or written ob-
iections may be filed or made to
the Proposal to enter Into the
Agreement. After receiving objec-
tions, the City may determine to
enter Into the Agreement, In
which case,the decision will be fi-
nal unless appealed to the District
Court within fifteen (15) days
thereafter. By order of the City
Council of the City of Ames.Iowa.
Diane Voss,City Clerk
Published in the Ames Tribune on
May 31.2022(1T)
jI VV ' I V
Legal Cler
Notary Public,State,0yVisconsin,County of Brown
140/�A )
My commis n expires
sworn to before me and subscribed in my presence by this the
31 st day of May,2022
c
FEE: $28.80 AMY KOKOTT
Ao n: 0001455746
ACCT: 33408 Notary Public
State of Wisconsin Page 1ofI
Anies/419370-66/2nd%:Hrg Only Water Rev.
(Hearing—Water Revenue)
419 370-66
Ames, Iowa
June 14,2022
The City Council of the City of Ames, Iowa, met on June 14, 2022, at 6:00 p.m., in the
City Council Chambers of City Hall, in the City. The meeting was called to order by the Mayor,
and the roll was called showing the following members of the Council present and absent:
Present: Beatty-Hansen, Betcher, Corrieri, Gartin, Rollins
Absent: Junck.
This being the time and place specified for holding the public hearing and taking action on
the proposal to enter into a Water Revenue Loan and Disbursement Agreement, the City Clerk
announced that no written objections had been placed on file. Whereupon, the Mayor called for
any written or oral objections,and there being none,the Mayor declared the public hearing closed.
After due consideration and discussion,Council Member Betcher introduced the following
resolution and moved its adoption, seconded by Council Member Gartin. The Mayor put the
question upon the adoption of said resolution, and the roll being called, the following Council
Members voted:
Ayes: Beatty-Hansen,Betcher, Corrieri, Gartin,Rollins
Nays: None.
Whereupon,the Mayor declared the resolution duly adopted, as follows:
DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-66/2nd%Hrg Only Water Rev.
RESOLUTION NO. 22-338
Resolution taking additional action on proposal to enter into a Water Revenue Loan and
Disbursement Agreement
WHEREAS, the City of Ames(the"City"),in Story County, State of Iowa, did heretofore
establish a Municipal Waterworks Utility System (the "Utility") in and for the City which has
continuously supplied water 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 "Outstanding Bond
Resolution"), the City has heretofore issued its $76,325,000 Taxable Water Revenue Bond, SRF
Series 2015, dated January 30, 2015 (the "Outstanding Bond"), a portion of which remains
outstanding; and
WHEREAS, pursuant to the Outstanding Bond Resolution, the City reserved the right to
issue additional obligations payable from the net revenues of the Utility and ranking on a parity
with the Outstanding Bond under the terms and conditions set forth in the Outstanding Bond
Resolution; and
WHEREAS, the City has heretofore proposed to contract indebtedness and enter into a
certain Water Revenue Loan and Disbursement Agreement (the "Agreement") and to borrow
money thereunder in a principal amount not to exceed $3,500,000, pursuant to the provisions of
Section 3 84.24A 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, and has published notice
of the proposed action and has held a hearing thereon on June 14,2022;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Ames, Iowa, as
follows:
Section 1. The City Council hereby determines to enter into the Agreement in the
future and orders that Water Revenue Bonds be issued at such time in evidence thereof. The City
Council further declares that this resolution constitutes the "additional action" required by
Section 384.24A of the Code of Iowa.
Section 2. All resolutions or parts thereof in conflict herewith are hereby repealed, to
the extent of such conflict.
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Ames/419370-66/2nd V,Hrg Only Water Rev.
Section '). This resolution shall be in full force and effect immediately upon its
adoption and approval, as provided by law.
Passed and approved June 14,2022.
Mayor
Attest:
City Clerk
On motion and vote,the meeting adjourned.
Mayor
Attest:
City Clerk
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Ames/419370-6612nd h Hrg Only Water Rev.
ATTESTATION CERTIFICATE:
STATE OF IOWA
STORY COUNTY SS.
CITY OF AMES
1, the undersigned, City Clerk of the City of Ames;do hereby certify that attached hereto
is a true and correct copy of the proceedings of the City Council relating to the hearing on the City
Council's intention to enter into a Water Revenue Loan and Disbursement Agreement in a
principal amount not to exceed$3,500,000.
WITNESS MY HAND this 14th day of June, 2022.
cit}�erCl k
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-66 l2od'/xlss —Water Rev
(Issuance— Water Revenue)
419370-66
Ames, Iowa
August 9,2022
The City Council of the City of Ames,Iowa,met on August 9,2022, at Six o'clock
p.m. in the Council Chambers of City Hall, 515 Clark Avenue, Ames,Iowa.
The meeting was called to order by the Mayor Pro-Tem, and the roll was called showing
the following Council Members present and absent:
Present: Betcher, Corrieri, Gartin,Junck,Rollins
Absent: Beatty-Hanson.
The City Council tools up for consideration a resolution authorizing and approving a Loan
and Disbursement Agreement and providing for the issuance and securing the payment of Water
Revenue Bonds.
After due consideration and discussion, Council Member Junck introduced the following
resolution and moved its adoption, seconded by Council Member Corrieri. The Mayor Pro-Tem
put the question upon the adoption of said resolution, and the roll being called, the following
Council Members voted:
Ayes: Betcher, Corrieri, Gartin,Junck,Rollins
Nays: None.
Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out.
DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA
Ames/419370-66 /21%:Hrg&Iss—Water Rev
RESOLUTION NO.22-457
Resolution authorizing and approving a Loan and Disbursement Agreement and
providing for the issuance and securing the payment of$3,500,000 Water Revenue
Bonds, Series 2022
WHEREAS, the City of Ames (the "City"), in Story County, State of Iowa, did heretofore
establish a Municipal Waterworks Utility System (the "Utility") in and for the City which has
continuously supplied water 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 "Outstanding Bond
Resolution"), the City has heretofore issued its $76,325,000 Taxable Water Revenue Bond, SRF
Series 2015, dated January 30, 2015 (the "Outstanding Bond"), a portion of which remains
outstanding; and
WHEREAS, pursuant to the Outstanding Bond Resolution, 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 Outstanding Bond under the terms and conditions set forth in the
Outstanding Bond Resolution; and
WHEREAS, the City has heretofore proposed to contract indebtedness and enter into a
certain Water 'Revenue Loan and Disbursement Agreement (the "Agreement")and to borrow
money thereunder in a principal amount not to exceed $3,500,000, 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 (the "Project") to the Utility, and
pursuant to law and a notice duly published, the City Council has held a public hearing on such
proposal on June 14, 2022; and
WHEREAS,it is necessary at this time for the City Council to approve the Agreement with
the Iowa Finance Authority, an agency and public instrumentality of the State of Iowa, as lender
(the"Lender")and to issue Water Revenue Bonds, Series 2022 (the"Bonds") in evidence thereof
in the principal amount of$3,500,000 to pay the costs of the Project;
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 Agreement with the
Lender. The 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$3,500,000, for the purpose
as set forth in the preamble hereof.
The Mayor and City Clerk are hereby authorized and directed to sign the Agreement on
behalf of the City, and the Agreement is hereby approved.
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Section 2. The Bonds are hereby authorized to be issued in evidence of the obligation
of the City tinder the Agreement, in the aggregate principal amount of$3,500,000,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 1.75% per annum pursuant to the Agreement, until payment
thereof, as set forth in Exhibit A attached to the Agreement.
The 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
$3,500,000 and numbered R-1.
The City Clerk is hereby designated as the Registrar and Paying Agent for the Bonds and
may be hereinafter referred to as the"Registrar"or the"Paying Agent."
Payment of the principal of and interest on the Bonds and premium,if any,shall be payable
at the office of the Paying Agent to the registered owners thereof appearing on the registration
books of the City. All such payments, except full redemption, shall be made to the registered
owners appearing on the registration books at the close of business on the fifteenth day of the
month next preceding the payment date. Final payment of principal shall only be made upon
surrender of the Bond or Bonds to the Paying Agent.
In addition to the payment of principal of and interest on the Bonds,the City also agrees to
pay the Initiation Fee and the Servicing Fee (defined in the Agreement) in accordance with the
terms of the Agreement.
The Bonds shall be executed on behalf of the City with the official manual or facsimile
signature of the Mayor and attested with the official manual or facsimile signature of the City
Clerk,and shall be fully registered bonds without interest coupons. The issuance of the Bonds and
the amount of the Loan advanced thereunder shall be recorded in the office of the City Treasurer,
and the certificate on the back of each Bond shall be executed with the official manual or facsimile
signature of the City Treasurer. In case any officer whose signature or the facsimile of whose
signature appears on the Bonds shall cease to be such officer before the delivery of such Bonds,
such signature or such facsimile signature shall nevertheless be valid and sufficient for all
purposes,the same as if such officer had remained in office until delivery.
The Bonds shall be fully registered as to principal and interest in the names of the owners
on the registration books of the City kept by the Registrar. Each Bond shall be transferable without
cost to the registered owner thereof only upon the registration books of the City upon presentation
to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar
or the assignment form thereon completed and duly executed by the registered owner or the duly
authorized attorney for such registered owner.
The record and identity of the owners of the Bonds shall be kept confidential as provided
by Section 22.7 of the Code of Iowa.
The Bonds are subject to optional redemption by the City at a price of par plus accrued
interest (i) on any date with the prior written consent of the Lender, or (ii) in the event that all or
substantially all of the Project is damaged or destroyed. Any optional redemption of the Bonds by
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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 (3 Q)days' notice of redemption by facsimile,
e-mail,certified or registered mail to the Lender(or any other registered owner of the Bonds). The
Bonds are also subject to mandatory redemption as set forth in Section 5 of the Agreement.
All of the Bonds and the interest thereon, together with the Outstanding Bond and any
additional obligations as may be hereafter issued and outstanding from time to time ranking on a
parity therewith tinder the conditions set forth herein (which additional obligations are hereinafter
sometimes referred to as "Parity Obligations"), shall be payable solely from the Net Revenues of
the Utility and the Sinking Fund hereinafter referred to, both of which are hereby pledged to the
payment of the Bonds. The Bonds shall be a valid claim of the owners thereof only against said
Net Revenues and Sinking Fund. None of the Bonds shall be a general obligation of the City,nor
payable in any manner by taxation, and under no circumstances shall the City or the Utility be in
any manner liable by reason of the failure of the Net Revenues of the Utility to be sufficient for
the payment in whole or in part of the Bonds and the interest thereon.
Section I The Bonds shall be executed as herein provided as soon after the adoption
of this resolution as may be possible and thereupon they shall be delivered to the Registrar for
registration and delivery to the Lender, upon receipt of the loan proceeds (the"Loan Proceeds"),
and all action heretofore taken in connection with the Agreement is hereby ratified and confirmed
in all respects.
Section 4. The Bonds shall be in substantially the following form:
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-66 /2"a%Hrg&Iss—Water Rev
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA
STORY COUNTY
CITY OF AMES
WATER REVENUE BOND, SERIES 2022
No. R-1 $3,500,000
RATE MATURITY DATE BOND DATE
1.75% June 1,2042 August 26,2022
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
THREE MILLION FIVE HUNDRED THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and
December 1 of each year, commencing December 1,2022, 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
cost of planning, designing and constructing improvements and extensions (the "Project") to the
Municipal Waterworks Utility System of the City (the"Utility").
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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
Taxable Water Revenue Bond, SRF Series 2015, dated January 30, 2015, and any additional
obligations as may be hereafter issued and outstanding from time to time ranking on a parity
therewith under the conditions set forth in the Resolution, are payable solely and only out of the
future Net Revenues (as defined in the Resolution) of the Utility of the City, a sufficient portion
of which has been ordered set aside and pledged for that purpose. This Bond is not payable in any
manner by taxation, and under no circumstances shall the City be in any manner liable by reason
of the failure of the said Net Revenues to be sufficient for the payment of this Bond and the interest
thereon.
This Bond is fully negotiable but shall be fully registered as to both principal and interest
in the name of the owner on the books of the City in the office of the Registrar, after which no
transfer shall be valid unless made on said books and then only upon presentation of this Bond to
the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or
the assignment form hereon completed and duly executed by the registered owner or the duly
authorized attorney for such registered owner.
The City, the Registrar and the Paying Agent may deem and treat the registered owner
hereof as the absolute owner for the purpose of receiving payment of or on account of principal
hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the
Registrar and the Paying Agent shall not be affected by any notice to the contrary.
And It Is Hereby Certified, Recited and Declared that all acts, conditions and things
required to exist, happen and be performed precedent to and in the issuance of the Bonds have
existed, have happened and have been performed in due time, form and manner, as required by
law, and that the issuance of the Bonds does not exceed or violate any constitutional or statutory
limitation or provision.
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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 Sian)
City Treasurer
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ABBREVIATIONS
The following abbreviations, when used in this Bond, shall be construed as though they
were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UTMA
TEN ENT - as tenants by the entireties (Custodian)
JT TEN - as joint tenants with right As Custodian for
of survivorship and not as (Minor)
tenants in common under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
For valuable consideration, receipt of which is hereby acknowledged, the undersigned
assigns this Bond to
(Please print or type name and address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
and does hereby irrevocably appoint , Attorney,to transfer
this Bond on the books kept for registration thereof with full power of substitution.
Dated:
Signature guaranteed:
NOTICE: The signature to this Assignment must
correspond with the name of the registered owner as it
appears on this Bond in every particular, without
alteration or enlargement or any change whatever.
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EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due Due
June 1 Amount June 1 Amount
2023 $144,000 2033 $175,000
2024 $147,000 2034 $179,000
2025 $150,000 2035 $183,000
2026 $153,000 2036 $186,000
2027 $156,000 2037 $190,000
2028 $159,000 2038 $194,000
2029 $162,000 2039 $198,000
2030 $165,000 2040 $202,000
2031 $169,000 2041 $206,000
2032 $172,000 2042 $210,000
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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 the Bonds, the Outstanding Bond or any Parity Obligations are
outstanding, the City shall continue to maintain the Utility in good condition, and the Utility shall
continue to be operated in an efficient manner and at a reasonable cost as a revenue producing
undertaking. The City shall establish, impose, adjust and provide for the collection of rates to be
charged to customers of the Utility, including the City, to produce gross revenues (hereinafter
sometimes referred to as the"Gross Revenues") at least sufficient to pay the expenses of operation
and maintenance of the Utility, which shall include salaries, wages, cost of maintenance and
operation, materials, supplies, insurance and all other items normally included under recognized
accounting practices (but does not include allowances for depreciation in the valuation of physical
property) (which such expenses are hereinafter sometimes referred to as the "Operating
Expenses") and to leave a balance of net revenues (herein referred to as the"Net Revenues") equal
to at least 110% of the principal of and interest on all of the Bonds,the Outstanding Bond 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 Resolution shall inure and appertain to the Bonds
to the same extent and with like force and effect as if herein set out in full, except only insofar as
the same may be inconsistent with this resolution.
Nothing in this resolution shall be construed to impair the rights vested in the Outstanding
Bond. 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 Bond. The provisions of the
Outstanding Bond Resolution 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 Bonds, the Gross Revenues of the Utility
shall continue to be set aside into the City's Water Revenue Fund("Water Revenue Fund")created
under the Outstanding Bond Resolution. The Water 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 Resolution,be used to pay the principal of and interest
on the Bonds, the Outstanding Bond 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 Resolution, whereby there
has been created and is to be maintained a Water Revenue Bond Sinking Fund (herein referred to
as the "Sinking Fund"), and for the payment into said fund from the Net Revenues of the Utility
such portion thereof as will be sufficient to pay the interest on and principal of the Outstanding
Bond, are all hereby ratified and confirmed, and all such provisions shall inure and constitute the
security for the payment of the interest on and principal of the Bonds hereby authorized as may be
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outstanding from time to time;provided,however that on the first day of each month of each year,
the minimum amount to be set aside, in addition to the amounts required to be set aside in the
Outstanding Bond Resolution, and paid into the Sinking Fund shall be not less than as follows:
Commencing on September 1, 2022 and continuing to and including November 1,
2022, an amount equal to 1/3rd of the installment of interest coming due on
December 1, 2022, and thereafter, commencing on December 1, 2022, and
continuing to final maturity, an amount equal to 1/6th of the installment of interest
coming due on the next succeeding interest payment date on the then outstanding
Bonds. In addition, commencing on September 1, 2022 and continuing to and
including May 1, 2023, an amount equal to 1/9th 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 Bonds on the next succeeding principal payment date
until the full amount of such installment is on deposit in the Sinking Fund.
Money in the Sinking Fund shall be used solely for the purpose of paying principal of and
interest on the.Bonds, the Outstanding Bond 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 Bonds, the Outstanding Bond 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 Resolution 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 all
hereby ratified and confirmed. All money credited to the Surplus Fund shall be transferred and
credited to the Sinking Fund whenever necessary to prevent or remedy a default in the payment of
the principal of or interest on the Bonds, the Outstanding Bond and any Parity Obligations.
As long as the Sinking Fund has the full amounts required to be deposited therein by the
Outstanding Bond Resolution and this resolution, any balance in the Surplus Fund may be
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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 Water 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
Bonds, the Outstanding Bond and any Parity Obligations, or any of them, that from time to time
may be outstanding, that it will faithfully and punctually perform all duties with reference to the
Utility required and provided by the Constitution and laws of the State of Iowa, that it will
segregate the Gross Revenues of the Utility and make application thereof in accordance with the
provisions of this resolution and that it will not sell, lease or in any manner dispose of the Utility
or any part thereof, including any and all extensions and additions that may be made thereto,until
all of the Bonds, the Outstanding Bond and any Parity Obligations shall have been paid in full,
both principal and interest,or unless and until provisions shall have been made for the payment of
the Bonds,the Outstanding Bond 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 Bonds, the Outstanding Bond or
any Parity Obligations,the Outstanding Bond Resolution 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 Bonds, the Outstanding Bond or any Parity Obligations shall not be
entitled to priority or preference one over the other in the application of the Net Revenues of the
Utility regardless of the time or times of the issuance of such Bonds, the Outstanding Bond or
Parity Obligations,it being the intention of the City that there shall be no priority among the Bonds,
the Outstanding Bond 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 Bonds, the Outstanding Bond or any
Parity Obligations remain outstanding, it will maintain insurance for the benefit of the owners of
the Bonds,the Outstanding Bond and any Parity Obligations on the insurable portions of the Utility
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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 Bonds, the Outstanding Bond 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 Bonds and any Parity Obligations as may from time to time be outstanding,
and after the issuance of the Bonds,no change,variation or alteration of any kind of the provisions
of this resolution shall be made which will adversely affect the owners of the Bonds or any Parity
Obligations until all of the Bonds, the Outstanding Bond and any Parity Obligations and the
interest thereon shall have been paid in full, except as hereinafter provided.
The owners of a majority in principal amount of the Bonds and any Parity Obligations at
any time outstanding(not including in any case any obligations which may then be held or owned
by or for the account of the City, but including such obligations as may be issued for the purpose
of refunding any of the Bonds,the Outstanding Bond or Parity Obligations if such obligations shall
not then be owned by the City) shall have the right from time to time to consent to and approve
the adoption by the City of a resolution or resolutions modifying or amending any of the terms or
provisions contained in this resolution; provided, however, that this resolution may not be so
modified or amended in such manner as to:
(a) Make any change in the maturity or redemption terms of the Bonds or Parity
Obligations.
(b) Make any change in the rate of interest borne by any of the Bonds or Parity
Obligations.
(c) Reduce the amount of the principal payable on any Bonds or Parity
Obligations.
(d) Modify the terms of payment of principal of or interest on the Bonds or
Parity Obligations,or any of them,or impose any conditions with respect to such payment.
(e) Affect the rights of the owners of less than all of the Bonds or Parity
Obligations then outstanding.
(f) Reduce the percentage of the principal amount of the Bonds or Parity
Obligations, the consent of the owners of which shall be required to effect a further
modification.
Whenever the City shall propose to amend or modify this resolution under the provisions
of this section, it shall cause notice of the proposed amendment to be(1) filed with the Lender and
(2) mailed by certified mail to each registered owner of any Bond or Parity Obligation as shown
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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 Bonds and any Parity Obligations outstanding at
the time of the adoption of such amendatory resolution specifically consenting to the adoption
thereof as herein provided, no owner of any Bonds or Parity Obligations shall have any right or
interest to object to the adoption of such amendatory resolution or to object to any of the terms or
provisions therein contained or to the operation thereof or to enjoin or restrain the City from taking
any action pursuant to the provisions thereof.
Any consent given by the owners of a Bond or Parity Obligation pursuant to the provisions
of this section shall be irrevocable for a period of six(6)months from the date of such consent and
shall be conclusive and binding upon all future owners of the same Bond or Parity Obligation
during such period. Such consent may be revoked at any time after six (6) months from the date
of such consent by the owner who gave such consent or by a successor in title,but such revocation
shall not be effective if the owners of a majority in aggregate principal amount of the Bonds and
Parity Obligations outstanding as in this section defined shall have, prior to the attempted
revocation, consented to and approved the amendatory resolution referred to in such revocation.
The fact and date of the execution of any instrument under the provisions of this section
may be proved by the certificate of any officer in any jurisdiction, who by the laws thereof is
authorized to take acknowledgments of deeds within such jurisdiction, that the persons signing
such instrument acknowledged before such officer the execution thereof, or may be proved by an
affidavit of a witness to such execution sworn to before such officer.
Section 17. 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
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 18. If any section,paragraph, clause or provision of this resolution shall be held
invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this resolution.
Section 19. All resolutions and orders or parts thereof in conflict with the provisions of
this resolution are, to the extent of such conflict, hereby repealed.
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effect imme
diately upon its
Section 20. This resolution sh
all be in full force and Y P
adoption and approval, as provided by law.
Passed and approved August 9,2022.
Mayor P o-Tem
Attest:
City Clerk
On motion and vote, the meeting adjourned.
Mayor P -Tem
Attest:
1
City Cler
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ATTESTATION CERTIFICATE:
STATE OF IOWA
COUNTY OF STORY SS:
CITY OF AMES
I, the undersigned, City Clerk of the City of Ames, do hereby certify that I have in my
possession or have access to the complete corporate records of the aforesaid City and of its City
Council and officers and that I have carefully compared the transcript hereto attached with the
aforesaid corporate records and that the transcript hereto attached is a true, correct and complete
copy of all the corporate records in relation to the authorization and approval of a certain Water
Revenue Loan and Disbursement Agreement (the "Agreement") and the issuance of$3,500,000
Water Revenue Bonds, Series 2022 (the "Bonds") of said City evidencing the City's obligation
under such Agreement and that the transcript hereto attached contains a true, correct and complete
statement of all the measures adopted and proceedings, acts and things had, done and performed
up to the present time with respect thereto.
I further certify that no objections were filed in my office and no objections of any kind
were made to the matter of entering into such Agreement or issuing such Bonds at the time and
place set for hearing thereon, and that no petition of protest or objections of any kind have been
filed or made, nor has any appeal been taken to the District Court from the decision of the City
Council to enter into the Agreement or to issue the Bonds.
o L
WITNESS MY HAND this ! day of 1 , 2022.
City Clerk
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ESTABLISHMENT CERTIFICATE:
STATE OF IOWA
COUNTY OF STORY SS:
CITY OF AMES
I, the undersigned, City Clerk of the aforementioned City, do hereby certify that I have
complete access and control of all of the corporate records of the City, and that based upon my
examination of such records, I have determined that the City did heretofore establish a Municipal
Waterworks Utility System (the "Utility") prior to January 1, 1961, 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 Taxable
Water Revenue Bond, SRF Series 2015, dated January 30, 2015, and the current issue of
$3,500,000 Water Revenue Bonds, Series 2022 of the City.
WITNESS MY HAND this 9 day of August,2022
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City Clerk
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CLOSING CERTIFICATE
We, the undersigned, Mayor and City Clerk of the City of Ames, Iowa (the "City"), do
hereby certify as of August 26, 2022 (the "Dated Date"), that we are now and were at the time of
the execution of the City's $3,500,000 Water Revenue Bond, Series 2022, dated the date hereof
(the"Series 2022 Bond"), the officers respectively above indicated of the City; that in pursuance
of Chapter 384 of the Code of Iowa, a resolution adopted by the City Council on August 9, 2022
(the "Resolution"), and a certain Loan and Disbursement Agreement (the "Agreement"), by and
between the City and the Iowa Finance Authority,Des Moines,Iowa,as lender(the"Lender"),the
Series 2022 Bond has been heretofore lawfully authorized and this day by us lawfully issued and
delivered to the Lender and pursuant to the Agreement, the Lender shall loan to the City the
maximum sum of$3,500,000. Terms not otherwise defined herein shall have the meaning given
such terms in the Resolution and the Agreement.
The Series 2022 Bond has been executed by the aforesaid officers; the certificate on the
back of the Series 2022 Bond has been executed by the City Treasurer; and the Series 2022 Bond
has been fully registered as to principal and interest in the name of the Lender on the registration
books of the City.
We further certify that the Series 2022 Bond is being issued to evidence the City's '
obligation under the Agreement entered into by the City for the purpose of providing funds to pay
a portion of the cost of planning, designing and constructing improvements and extensions (the
"Project") to the Municipal Waterworks Utility System of the City (the"Utility").
We further certify that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City or the titles of the
aforesaid officers to their respective positions or the proceedings incident to the authorization of
the Series 2022 Bond or in any way concerning the validity of the Series 2022 Bond or the power
and duty of the City to appropriate and apply the Net Revenues(as defined in the Resolution)from
the operation of the Utility to the full and prompt payment of the principal of and interest on the
Series 2022 Bond, and that none of the proceedings incident to the authorization and issuance of
the Series 2022 Bond have been repealed or rescinded.
We further certify that no appeal of the decision of the City Council to enter into the
Agreement and to issue the Series 2022 Bond has been taken to the district court.
We further certify that the City has no other bonds or obligations of any kind now
outstanding secured by or payable from the revenues to be derived from the operation of the Utility,
except for the City's outstanding Taxable Water Revenue Bond, SRF Series 2015, dated January
30,2015.
We further certify that no board of trustees has been created for the management and
control of the Utility and such management and control are vested in the Council of the City.
We further certify that all meetings held in connection with the Series 2022 Bond were
open to the public at a place reasonably accessible to the public and that notice was given at least
24 hours prior to the commencement of all meetings by advising the news media who requested
notice of the time, date, place and the tentative agenda and by posting such notice and agenda at
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the City Hall or principal office of the City on a bulletin board or other prominent place which is
easily accessible to the public and is the place designated for the purpose of posting notices of
meetings.
We further certify as follows:
1. The total costs of the Project (the "Total Project Costs"), including engineering
fees, are currently estimated to be at least$3,500,000.
2. The net sales proceeds of the Series 2022 Bond are $3,500,000 (the "Net Sales
Proceeds"),the same being the Issue Price thereof.
3. The Net Sales Proceeds,including investment earnings thereon,will be invested by
the City without restriction as to yield for a period not to exceed three years from the date hereof
(the "Three Year Temporary Period"), the following three tests being reasonably expected to be
satisfied by the City:
a. Time Test: The City has entered into or, within six months of the date
hereof,will enter into binding contracts for the Project with third parties (e.g. engineers or
contractors);
(i) which are not subject to contingencies directly or indirectly within
the City's control;
(ii) which provide for the payment by the City to such third parties of
an amount equal to at least 5% of the Net Sales Proceeds;
b. Expenditure Test: At least 85%of Net Sales Proceeds will be applied to the
payment of Total Project Costs within the Three Year Temporary Period; and
C. Due Diligence Test: Acquisition and construction of the Project to
completion and application of the Net Sales Proceeds to the payment of Total Project Costs
will proceed with due diligence.
4. The Series 2022 Bond is payable from Net Revenues of the Utility which will be
collected in a Sinking Fund and applied to the payment of interest on the Series 2022 Bond on
each June 1 and December I and principal of the Series 2022 Bond on each June 1 (the 12-month
period ending on each June 1 being herein referred to as a"Bond Year");the Sinking Fund is used
primarily to achieve a proper matching of revenues with principal and interest payments within
each Bond Year; the Sinking Fund will be depleted at least once each Bond Year except for a
reasonable carryover amount not to exceed the greater of (i) the earnings on the fund for the
immediately preceding Bond Year;or(ii) 1/12 of the principal and interest payments on the Series
2022 Bond for the immediately preceding Bond Year; amounts on deposit in the Sinking Fund
will be invested by the City without restriction as to yield for a period of 13 months after their date
of deposit.
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5. The City Council adopted a resolution on May 24,2022,declaring its official intent
to acquire and construct the Project and finance the same with bonds or other obligations (the
"Intent Resolution").
The City certifies that none of the costs of the Project to be paid for from the Net Sales
Proceeds are for expenditures made more than 60 days prior to the date of adoption of the Intent
Resolution, except for (i) costs of issuance of the Series 2022 Bond; (ii) costs aggregating an
amount not in excess of the lesser of$100,000 or 5% of the Net Sales Proceeds; (iii) costs for
preliminary expenditures(including architectural,engineering, surveying, soil testing, and similar
costs incurred prior to commencement of acquisition or construction of the Project,other than land
acquisition, site preparation and similar costs) not in excess of 20% of the Net Sales Proceeds of
the Series 2022 Bond; the City will allocate Net Sales Proceeds to reimbursement of such
expenditures no later than 3 years after the later of(i)the date any such expenditure was originally
paid or (ii) the date the Project is placed in service (or abandoned); and such allocations will be
made by the City in writing.
The City will seek reimbursement of prior expenditures already paid by the City from the
proceeds of the Series 2022 Bond in the amount of $161,810.47, such amounts having been
expended to pay the costs of the Project.
6. Not more than 50% of the Net Sales Proceeds will be invested in nonpurpose
investments [as defined in Section 148(f)(6)(A)of the Internal Revenue Code of 1986,as amended
(the "Code")] having a substantially guaranteed yield for four years or more (e.g., a four-year
guaranteed investment contract or a Treasury Obligation that does not mature for four years).
7. The proceeds of the Series 2022 Bond will be advanced by the Lender from time to
time to pay or reimburse the City for costs of the Project. Accordingly, the City does not expect
to invest the proceeds of the Series 2022 Bond prior to payment or reimbursement of the costs of
the Project, and therefore no arbitrage earnings are expected to be realized.
If the City does invest the proceeds of the Series 2022 Bond prior to the payment or
reimbursement of the costs of the Project,the City covenants and agrees to invest the proceeds of
the Series 2022 Bond in investments purchased at fair market value in a manner that satisfies the
safe harbors provided by the Internal Revenue Service, Iowa law governing investments by the
City and the City's investment policy. Additionally, if the City does not spend the Series 2022
Bond proceeds in accordance with the time periods set forth in the next paragraph (or another
applicable rebate exception), rebate payments to the United States regarding investment proceeds
may be required to be made by the City.
The City expects to spend the Net Sales Proceeds (along with any investment earnings on
such proceeds) by June 23, 2023. Accordingly, the City reasonably expects that the Net Sales
Proceeds will be fully spent for costs of the Project within the time periods set forth in the 18-
Month Exception described below:
18-Month Exception: The 18-Month Exception set forth in Section 1.148-7(d) of the
United States Treasury Regulations (the "Regulations") applies to the Net Sales Proceeds.
Accordingly, if all Net Sales Proceeds of the Series 2022 Bond are expended at least as quickly as
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Ames/419370-661FDC-Rev
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15% within 6 months from the date of issuance of the Series 2022 Bond, 60% within 12 months
and 100%within 18 months,then rebate will be required only with respect to a reasonably required
reserve or replacement fund, if any. If the City exercises due diligence to complete the Project and
an amount not exceeding the lesser of 3% of the Net Sales Proceeds of the Series 2022 Bond
allocated to the Project ($105,000) or $250,000 remains unspent as of the end of the eighteenth
month, the City will be treated as satisfying the final expenditure requirement. In addition, a
reasonable retainage of up to 5% of the Net Sales Proceeds ($175,000) as of the end of the 18-
month period may be allocated to expenditures within 30 months of the Dated Date. i
We certify that the City will comply with the investment requirements of Section 148 of
the Code and the Regulations relating thereto with respect to the proceeds of the Series 2022 Bond,
including the requirement to invest the proceeds of the Series 2022 Bond (and the investment
earnings thereon)at fair market value,and,if appropriate,to comply with the bidding requirements
for investment contracts. The City acknowledges that if it fails to spend the proceeds of the Series
2022 Bond (along with the investment earnings thereon) within the time periods set forth in the
18-Month Exception(or another applicable rebate exception), the City may have a rebate liability
to the United States pursuant to Section 148 of the Code. The City shall consult with the
appropriate auditors or rebate specialists with regard to determination of rebate liability.
8. The City shall make a final allocation of the proceeds of the Series 2022 Bond to
capital expenditures not later than 18 months after the in-service date of the Project and in any I
event not later than five years and 60 days after the issuance of the Series 2022 Bond or not later l
than 60 days after retirement of the Series 2022 Bond.
9. The weighted average maturity of the Scrics 2022 Bond does not exceed the
reasonably expected economic life of the Project.
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10. To our best knowledge and belief, there are no facts, estimates or circumstances
which would materially change the foregoing conclusions.
11. On the basis of the foregoing, it is not expected that the Net Sales Proceeds will be
used in a manner that would cause the Series 2022 Bond to be an"arbitrage bond"under Section
148 of the Code and the regulations prescribed under that section. The City has not been notified
of any listing or proposed listing of it by the Internal Revenue Service as a bond issuer whose
arbitrage certifications may not be relied upon.
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IN WITNESS WHEREOF,we have hereunto affixed our hands on the Dated Date.
CITY OF AMES, IOWA
Mayor
Attest:
City Clerk
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LOAN AND DISBURSEMENT AGREEMENT
$3,500,000 WATER REVENUE BONDS
This Loan and Disbursement Agreement (the "Agreement") is made and entered into as
of August 26, 2022 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 Drinking Water Facilities 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 Water Systems 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 drinking water 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 the operation or
infrastructure of the Water System for the purpose of providing safe drinking water to the
customers thereof, 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 44 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
hereto as Exhibit B, adopted on August 9, 2022, approving and authorizing the execution
of this Agreement and the issuance of the Revenue Bond (as defined herein).
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(f) "Water System" shall mean the drinking water system of the Participant,
all facilities being used in conjunction therewith and all appurtenances and extensions
thereto, including but not limited to the water facilities 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 water 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
$3,500,000 (the"Loan").
The Participant shall use the proceeds of the Loan strictly (a) to finance a portion of the i
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 3. 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;
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(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
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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
the Participant via automated clearinghouse system transfer to the account specified by the
Participant. I
Section 4. Completion of Project. The Participant covenants and agrees (i) to
exercise its best efforts in accordance with prudent water treatment utility practices to complete
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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 in 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 I 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
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
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Resolution shall be payable solely and only from the Net Revenues (as defined in the Resolution)
of the Water 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) ($17,500), 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 I
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 1.75% per annum (the "Rate"). As described in
Section 5, payments hereunder shall be calculated based on the Rate plus the Servicing Fee (such
2.00%, 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 Water System; (ii) to
maintain its Water System in good repair, working order and operating condition; (iii) to
cooperate with the Issuer in the observance and performance of its 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 Water System, which rents, rates and other charges shall be
at least sufficient(A) to meet the operation and maintenance expenses of such Water System, (B)
to produce and maintain Net 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 Water 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
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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 Water System.
Section 8. Exclusion of Interest from Gross Income. Unless otherwise agreed to by
the Issuer in writing,the Participant covenants and agrees as follows:
(a) The Participant shall not take any action or omit to take any action which
would result in a loss of the exclusion of the interest on the Bonds from gross income for
federal income taxation as that status is governed by Section 103(a)of the Code.
(b) The Participant shall not take any action or omit to take any action, which '
action or omission would cause its Revenue Bond or the Bonds (assuming solely for this
purpose that the proceeds of the Bonds loaned to the Participant represent all of the
proceeds of the Bonds) to be "private activity bonds" within the meaning of Section
141(a) of the Code. Accordingly, unless the Participant receives the prior written
approval of the Issuer, the Participant shall not (A) permit any of the proceeds of the
Bonds loaned to the Participant or the Project financed with such proceeds to be used,
either directly or indirectly, in any manner that would constitute "private business use"
within the meaning of Section 141(b)(6) of the Code, taking into account for this purpose
all such use by persons other than governmental units on an aggregate basis, (B) use,
either directly or indirectly, any of the proceeds of the Bonds loaned to the Participant to
make or finance loans to persons other than governmental units (as such term is used in
Section 141(c) of the Code)or(C)use, either directly or indirectly, any of the proceeds of
the Bonds loaned to the Participant to acquire any "non-governmental output property"
within the meaning of Section 141(d)(2) of the Code.
(c) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds (or amounts replaced with such proceeds) or any other funds or
take any action or omit to take any action, which use or action or omission would
(assuming solely for this purpose that the proceeds of the Bonds loaned to the Participant
represent all of the proceeds of the Bonds) cause the Bonds to be "arbitrage bonds"
within the meaning of Section 148(a) of the Code.
(d) The Participant shall not directly or indirectly use or permit the use of any 1
proceeds of the Bonds to pay the principal of or interest on any issue of State or local 1
governmental obligations ("ref of indebtedness") unless the Participant shall
establish to the satisfaction of the Issuer that such refinancing of indebtedness will not
adversely affect the exclusion from gross income of interest on the Bonds for federal
income tax purposes and the Participant delivers an opinion to such effect of bond I
counsel acceptable to the Issuer.
(e) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to reimburse the Participant for any portion of the cost of the
Project unless such cost was paid or incurred by the Participant in anticipation of
reimbursement from the proceeds of the Bonds or other State or local governmental
borrowing in accordance with the Code, published rulings of the Internal Revenue
Service and the Regulations.
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(f) The Participant shall not use the proceeds of the Bonds (assuming solely
for this purpose that the proceeds of the Bonds loaned to the Participant represent all of
the proceeds of the Bonds) in any manner which would cause the Bonds to be "federally
guaranteed" within the meaning of Section 149(b) of the Code or "hedge bonds" within
the meaning of Section 149(g) of the Code.
(g) The Participant shall comply with all provisions of the Code relating to the
rebate of any profits from arbitrage attributable to the Participant, and shall indemnify
and hold the Issuer harmless therefrom.
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 Water 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 Water 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 Water 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 Water 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. Continuinp_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
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 i
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 Water System,
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the Project or the Participant.
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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 Water 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.
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.
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Section 15. Tennination. 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.
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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 i
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. AppIication of Uniform Electronic Transactions Act.
The Issuer and the Participant agree this Agreement and all documents related thereto
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and referenced herein may be entered into and provided for pursuant to and in accordance with
Chapter 554D of the Code of Iowa.
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IN WITNESS WHEREOF,we have hereunto affixed our signatures all as of the date first
above written.
CITY OF AMES,IOWA
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By:
Mayor
Attest:
City Clerk
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[Participant Signature Page to LDA]
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IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first
above written.
IOWA FINANCE AUTHORITY
By: �..
Its: Chief Bond Programs Director
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[IFA Signature Page to LDA]
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EXIIIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
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Estimated Amortization Schedule
City of Ames
Water Revenue Bond
FS-85-21-DWSRF-010
Loan summarV Estimated Draw Schedule SRF
Loan Closing Date Aug 26,2022 Initiation Fee- Aug 26,2022 17,500.00
Final Disbursement Date Jun 23,2023 P&D Payoff- Aug 26,2022
Final Maturity Date Jun 1,2042 Estimated Draw#1- Aug 26,2022 347,750.00 STATE
Loan Period in Years 20 Estimated Draw#2- Sep 23,2022 347,750.00 REVOLVING FUND
Total Loaned Amount $ 3,500,000.00 Estimated Draw#3- Oct 21,2022 347,750.00
0.5%Initiation Fee 17,500.00 Estimated Draw#4- Nov 18,2022 347,750.00
Net Proceeds to Borrower $ 3,482,500.00 Estimated Draw#5- Dec 16,2022 347,750.00
Annual Interest Rate 1.75% Estimated Draw#6- Jan 13,2023 347,750.00
Total Interest $ 647,983.81 Estimated Draw#7- Feb 10,2023 347,750.00
Servicing Fee Rate 0.25% Estimated Draw#8- Mar 10,2023 347,750.00
Total Servicing Fees $ 92,569.12 Estimated Draw#9- Apr 7,2023 347,750.00
Total Loan Costs $ 758,052.93 Estimated Draw#10- May 5,2023r13,50000.000000-0000
347,750.00
Held for Final Docs- Jun 23,20235,000.00
Total Loaned Amount
Payment Beginning Servicing Total Loan Total Annual Debt Ending
Date Balance Principal Interest Fee Payment Service Balance
Dec 1,2022 1,060,750.00 3,512.43 501.78 4,014.21 1,060,750.00
Jun 1,2023 3,147,250.00 144,000.00 21 824.71 3,117.82 168 942.53 172 956.74 3,003,250_00
- -
00
Dec 1,2023 3,356,000 00 29 799.17 4,257.02 34,056.19 3,209,000.
Jun 1,2024 3,356,000.00 147,000.00 29,365.00 4,195.00 180,560.00 214,616.19 3,209,000.00
.............. _ _
_.... - ------ 3,209,000.00
Dec 1,2024 3,209,000 00 26,078.75 4,011.25 32,090.00
Jun 1,2025 3,209,000.00 150 000.00 28,078.75 4,011.25 182,090.00 214,180.00 3,059,000.00
Dec 1,2025 3,059,000.00 26,766.25 3,823.75 30,590.00 3,059,000.00
Jun 1,2026 3,059,000.00 153,000.00 26,766.25 3,823.75 183,590.00 214,180 00 _2,906,000.00
........_.._-...
Dec 1,2026 2,906,000.00 25,427.50 3,632 50 29,060.00 2,906,000.00
Jun 1,2027 2,906,000.00 156,000 00 25,427.50 3,632.50 185 060 00 214,120.00 2,750,000.00
__......_-. .... ..... ........_....__.. ..,- -._... .... .. ....... ... .___._
Dec 1,2027 2,750,000 00 24,062.50 3,437.50 27,500.00 2,591,000.00
Jun 1,2028 2,750,000.00 159,000.00 24,062.50 3,437 50 186 500.00 214,000.00 2,591,000.00-
-- "2,591,000.00
Dec 1,2028 2,591,000.00 22,671.25 3,238.75 25,910.00
Jun 1 2029 2,591,000.00 162,000.00 22,671.25 3,238.75 187,910.00 213,820.00 2,429,000.00
Dec 1,2029 2,429,000.00 21,253.75 3,036.25 24,290.00 2429000.00
Jun 1,2030 2,429,000.00 165,000.00 21,253.75 3,036.25 189,290.00 213,580.00 2 264 OOOAO
I'llDec 1,2030 2,264,000.00 19,810.00 2,830.00 22,640.00 2,264,000.00
Ju_n-1,,2.0.3.1 2,,264.000.00 169,000.00 19,810.00 2,830.00 191,640.00 214,280.00 2,095,000.00
D..ec-1 2031.....................
2095,000.00 18,33125 2,618.75 20,950.00 2,095,000.00 Jun 1,2032 2,095,000.00 172,000 00 18,331.25 2,618.75 192,950.00 213 900.00 - 1,923,000.00
.........
---- .... 1,923,000.00
Dec 1,2032 1,923,000 00 16,826.25 2,403.75 19,230 00
Jun 1,2033 1,923,000.00 175,000.00 16,826.25 2,403.75 194,230.00 213,460.00 1,748,000.00
- 1,748,000.00
Dec 1,2033 1,748,000.00 15,295.00 2,185.00 17,480.00
Jun 1,2034 1,748,000.00 179,000 00 15,295 00 2,185.00 196,480.00 213,960.00 1,569,000.00
- 1,569,000.00
Dec 1,2034 1,569,000.00 13,728.75 1,961 25 15,690.00
Jun 1,2035 1,569,000.00 183,000 00 13,728.75 1,961.25 198,690 00 214,380.00 _1,386,000.00_
_... .._... ...,
Dec 1,2035 1,386,000.00 12,127 50 1,732.50 13,860 00 1,386,000.00
Jun 1,2036 1,386,000.00 186,000.00 12,127.50 1,732.50 199,860.00 213,720.00 1,200,000.00
Dec 1,2036 1.200,000 00 10,500.00 1,500.00 12,000.00 1, 0,000.
00
Jun 1,2037 1,200 000 00 190,000.00 10,500.00 1,500.00 202 000.00 214,000.00 1,00110,000.00
1,010,000.00
Dec 1,2037 1,010,000.00 8,837.50 1,262.50 10,100.00
Jun 1,2038 1,010,000.00 194,000.00 8,837 50 1,262.50 204,100.00 214,200.00 816,000.00
- - 816.000.00
Dec 1,2038 816,000 00 7,140 00 1,020.00 8,160.00
Jun 1,2039 816,000 00 198,000 00 7,140 00 1,020.00 206,160.00 2141.3 20.00 . 618,000_00
......
..... .__.... .... . ........ .............. 618 000.00
Dec 1,2039 618,000.00 5,407 50 772.50 6,180.00
Jun 1,2040 618,000.00 202,000 00 5,407.50 772.50 208,180.00 214 360. -0 416 000.00
-... ... _
416,00000
Dec 1,2040 416,000.00 3,640.00 520.00 4,160.00
Jun 1,2041 416,000.00 206,000.00 3,640.00 520.00 210,160 00 214 320.00 210,000.00
_. ... _-... _...._ 210,000.00
Dec 1,2041 210,000.00 1,837.50 262.50 2,100 00
Jun 1,2042 210,000.00 210,000.00 1,837.50 262.50 212,100.00 214,200 00 0.00
INVESTING IN IOWA'S WATER
www.iowasrf.com
As of 8/1/2022
EXHIBIT B
AUTHORIZATION/ISSUANCE RESOLUTION OF PARTICIPANT
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Ames/419370-66 /2"'%:Iss —Water Rev
(Issuance—Water Revenue)
419370-66
Ames, Iowa
August 9,2022
The City Council of the City of Ames, Iowa,met on August 9,2022, at Six o'clock
p.m. in the Council Chambers of City Hall, 515 Clark Avenue, Ames,Iowa.
The meeting was called to order by the Mayor Pro-Tem, and the roll was called showing
the following Council Members present and absent:
Present: Betcher, Corrieri, Gartin, Junck,Rollins
Absent: Beatty-Hanson.
The City Council tools up for consideration a resolution authorizing and approving a Loan
and Disbursement Agreement and providing for the issuance and securing the payment of Water
Revenue Bonds.
After due consideration and discussion, Council Member Junck introduced the following
resolution and moved its adoption, seconded by Council Member Corrieri. The Mayor Pro-Tern
put the question upon the adoption of said resolution, and the roll being called, the following
Council Members voted:
Ayes: Betcher, Corrieri, Gartin,Junck, Rollins
Nays: None.
Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out.
DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA
Ames/419370-66 /2'd%:Hrg&Iss—Water Rev
RESOLUTION NO. 22-457
Resolution authorizing and approving a Loan and Disbursement Agreement and
providing for the issuance and securing the payment of$3,500,000 Water Revenue
Bonds, Series 2022
WHEREAS, the City of Ames(the"City"), in Story County, State of Iowa, did heretofore
establish a Municipal Waterworks Utility System (the "Utility") in and for the City which has
continuously supplied water 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 "Outstanding Bond
Resolution"), the City has heretofore issued its $76,325,000 Taxable Water Revenue Bond, SRF
Series 2015, dated January 30, 2015 (the "Outstanding Bond"), a portion of which remains
outstanding; and
WHEREAS, pursuant to the Outstanding Bond Resolution, 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 Outstanding Bond under the terms and conditions set forth in the
Outstanding Bond Resolution; and
WHEREAS, the City has heretofore proposed to contract indebtedness and enter into a
certain Water 'Revenue Loan and Disbursement Agreement (the "Agreement")and to borrow
money thereunder in a principal amount not to exceed $3,500,000, 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 (the "Project") to the Utility, and
pursuant to law and a notice duly published, the City Council has held a public hearing on such
proposal on June 14, 2022; and
WHEREAS,it is necessary at this time for the City Council to approve the Agreement with
the Iowa Finance Authority, an agency and public instrumentality of the State of Iowa, as lender
(the"Lender") and to issue Water Revenue Bonds, Series 2022 (the`Bonds") in evidence thereof
in the principal amount of$3,500,000 to pay the costs of the Project;
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 Agreement with the
Lender. The 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$3,500,000, for the purpose
as set forth in the preamble hereof.
The Mayor and City Clerk are hereby authorized and directed to sign the Agreement on
behalf of the City, and the Agreement is hereby approved.
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-66 /2n0'/,Hrg&Iss—Water Rev
i
Section 2. The Bonds are hereby authorized to be issued in evidence of the obligation
of the City tinder the Agreement, in the aggregate principal amount of$3,500,000, 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 1.75% per annum pursuant to the Agreement, until payment
thereof, as set forth in Exhibit A attached to the Agreement.
The 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
$3,500,000 and numbered R-1.
The City Clerk is hereby designated as the Registrar and Paying Agent for the Bonds and
may be hereinafter referred to as the"Registrar"or the"Paying Agent."
Payment of the principal of and interest on the Bonds and premium,if any, shall be payable
at the office of the Paying Agent to the registered owners thereof appearing on the registration
books of the City. All such payments, except full redemption, shall be made to the registered
owners appearing on the registration books at the close of business on the fifteenth day of the
month next preceding the payment date. Final payment of principal shall only be made upon
surrender of the Bond or Bonds to the Paying Agent.
In addition to the payment of principal of and interest on the Bonds,the City also agrees to
pay the Initiation Fee and the Servicing Fee (defined in the Agreement) in accordance with the
terms of the Agreement.
The Bonds shall be executed on behalf of the City with the official manual or facsimile
signature of the Mayor and attested with the official manual or facsimile signature of the City
Clerk, and shall be fully registered bonds without interest coupons. The issuance of the Bonds and
the amount of the Loan advanced thereunder shall be recorded in the office of the City Treasurer,
and the certificate on the back of each Bond shall be executed with the official manual or facsimile
signature of the City Treasurer. In case any officer whose signature or the facsimile of whose
signature appears on the Bonds shall cease to be such officer before the delivery of such Bonds,
such signature or such facsimile signature shall nevertheless be valid and sufficient for all
purposes, the same as if such officer had remained in office until delivery.
The Bonds shall be fully registered as to principal and interest in the names of the owners
on the registration books of the City kept by the Registrar. Each Bond shall be transferable without
cost to the registered owner thereof only upon the registration books of the City upon presentation
to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar
or the assignment form thereon completed and duly executed by the registered owner or the duly
authorized attorney for such registered owner.
The record and identity of the owners of the Bonds shall be kept confidential as provided
by Section 22.7 of the Code of Iowa.
The Bonds are subject to optional redemption by the City at a price of par plus accrued
interest (i) on any date with the prior written consent of the Lender, or (ii) in the event that all or
substantially all of the Project is damaged or destroyed. Any optional redemption of the Bonds by
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-66 /2n %Hrg&Iss—Watcr Rev
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 (3 0) days' notice of redemption by facsimile,
e-mail,certified or registered mail to the Lender(or any other registered owner of the Bonds). The
Bonds are also subject to mandatory redemption as set forth in Section 5 of the Agreement.
All of the Bonds and the interest thereon, together with the Outstanding Bond and any
additional obligations as may be hereafter issued and outstanding from time to time ranking on a
parity therewith tinder the conditions set forth herein (which additional obligations are hereinafter
sometimes referred to as "Parity Obligations"), shall be payable solely from the Net Revenues of
the Utility and the Sinking Fund hereinafter referred to, both of which are hereby pledged to the
payment of the Bonds. The Bonds shall be a valid claim of the owners thereof only against said
Net Revenues and Sinking Fund. None of the Bonds shall be a general obligation of the City,nor
payable in any manner by taxation, and under no circumstances shall the City or the Utility be in
any manner liable by reason of the failure of the Net Revenues of the Utility to be sufficient for
the payment in whole or in part of the Bonds and the interest thereon.
Section 3. The Bonds shall be executed as herein provided as soon after the adoption
of this resolution as may be possible and thereupon they shall be delivered to the Registrar for
registration and delivery to the Lender, upon receipt of the loan proceeds (the"Loan Proceeds"),
and all action heretofore taken in connection with the Agreement is hereby ratified and confirmed
in all respects.
Section 4. The Bonds shall be in substantially the following form:
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-66 /21%:Hrg&Iss—Water Rev
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA
STORY COUNTY
CITY OF AMES
WATER REVENUE BOND, SERIES 2022
No.R-1 $3,500,000
RATE MATURITY DATE BOND DATE
1.75% June 1,2042 August 26, 2022
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
THREE MILLION FIVE HUNDRED THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and
December 1 of each year, commencing December 1,2022, 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
cost of planning, designing and constructing improvements and extensions (the "Project")to the
Municipal Waterworks Utility System of the City (the"Utility").
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-66 /2nd Y:Hrg&s 1ss—Water Rev
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
Taxable Water Revenue Bond, SRF Series 2015, dated January 30, 2015, and any additional
obligations as may be hereafter issued and outstanding from time to time ranking on a parity
therewith under the conditions set forth in the Resolution, are payable solely and only out of the
future Net Revenues (as defined in the Resolution) of the Utility of the City, a sufficient portion
of which has been ordered set aside and pledged for that purpose. This Bond is not payable in any
manner by taxation, and under no circumstances shall the City be in any manner liable by reason
of the failure of the said Net Revenues to be sufficient for the payment of this Bond and the interest
thereon.
This Bond is fully negotiable but shall be fully registered as to both principal and interest
in the name of the owner on the books of the City in the office of the Registrar, after which no
transfer shall be valid unless made on said books and then only upon presentation of this Bond to
the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or
the assignment form hereon completed and duly executed by the registered owner or the duly
authorized attorney for such registered owner.
The City, the Registrar and the Paying Agent may deem and treat the registered owner
hereof as the absolute owner for the purpose of receiving payment of or on account of principal
hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the
Registrar and the Paying Agent shall not be affected by any notice to the contrary.
And It Is Hereby Certified, Recited and Declared that all acts, conditions and things
required to exist, happen and be performed precedent to and in the issuance of the Bonds have
existed, have happened and have been performed in due time, form and manner, as required by
law, and that the issuance of the Bonds does not exceed or violate any constitutional or statutory
limitation or provision.
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/4I9370-66 /2w Y,Hrg&Iss—Water Rev
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/419370-66 /2"'/a Hrg&Iss—Water Rev
ABBREVIATIONS
The following abbreviations, when used in this Bond, shall be construed as though they
were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UTMA
TEN ENT - as tenants by the entireties (Custodian)
JT TEN - as joint tenants with right As Custodian for
of survivorship and not as (Minor)
tenants in common under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
For valuable consideration, receipt of which is hereby acknowledged, the undersigned
assigns this Bond to
(Please print or type name and address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
and does hereby irrevocably appoint , Attorney, to transfer
this Bond on the books kept for registration thereof with full power of substitution.
Dated:
Signature guaranteed:
NOTICE: The signature to this Assignment must
correspond with the name of the registered owner as it
appears on this Bond in every particular, without
alteration or enlargement or any change whatever.
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-66 /2nd`/2 Hrg&Iss—Water Rev
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due Due
June 1 Amount June 1 Amount
2023 $144,000 2033 $175,000
2024 $147,000 2034 $179,000
2025 $150,000 2035 $183,000
2026 $153,000 2036 $186,000
2027 $156,000 2037 $190,000
2028 $159,000 2038 $194,000
2029 $162,000 2039 $198,000
2030 $165,000 2040 $202,000
2031 $169,000 2041 $206,000
2032 $172,000 2042 $210,000
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-66 /2'%i Hrg&Iss—Water Rev
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 the Bonds, the Outstanding Bond or any Parity Obligations are
outstanding, the City shall continue to maintain the Utility in good condition, and the Utility shall
continue to be operated in an efficient manner and at a reasonable cost as a revenue producing
undertaking. The City shall establish, impose, adjust and provide for the collection of rates to be
charged to customers of the Utility, including the City, to produce gross revenues (hereinafter
sometimes referred to as the"Gross Revenues") at least sufficient to pay the expenses of operation
and maintenance of the Utility, which shall include salaries, wages, cost of maintenance and
operation, materials, supplies, insurance and all other items normally included under recognized
accounting practices (but does not include allowances for depreciation in the valuation of physical
property) (which such expenses are hereinafter sometimes referred to as the "Operating
Expenses") and to leave a balance of net revenues (herein referred to as the"Net Revenues")equal
to at least 110% of the principal of and interest on all of the Bonds,the Outstanding Bond 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 Resolution shall inure and appertain to the Bonds
to the same extent and with like force and effect as if herein set out in full, except only insofar as
the same may be inconsistent with this resolution.
Nothing in this resolution shall be construed to impair the rights vested in the Outstanding
Bond. 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 Bond. The provisions of the
Outstanding Bond Resolution 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 Bonds,the Gross Revenues of the Utility
shall continue to be set aside into the City's Water Revenue Fund("Water Revenue Fund")created
under the Outstanding Bond Resolution. The Water 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 Resolution, be used to pay the principal of and interest
on the Bonds, the Outstanding Bond 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 Resolution, whereby there
has been created and is to be maintained a Water Revenue Bond Sinking Fund (herein referred to
as the "Sinking Fund"), and for the payment into said fund from the Net Revenues of the Utility
such portion thereof as will be sufficient to pay the interest on and principal of the Outstanding
Bond, are all hereby ratified and confirmed, and all such provisions shall inure and constitute the
security for the payment of the interest on and principal of the Bonds hereby authorized as may be
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-66 /2nd'/:Rrg&Iss—Water Rev
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 Resolution, and paid into the Sinking Fund shall be not less than as follows:
Commencing on September 1, 2022 and continuing to and including November 1,
2022, an amount equal to 1/3rd of the installment of interest coming due on
December 1, 2022, and thereafter, commencing on December 1, 2022, and
continuing to final maturity, an amount equal to 1/6th of the installment of interest
coming due on the next succeeding interest payment date on the then outstanding
Bonds. In addition, commencing on September 1, 2022 and continuing to and
including May 1, 2023, an amount equal to 1/9th 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 Bonds on the next succeeding principal payment date
until the full amount of such installment is on deposit in the Sinking Fund.
Money in the Sinking Fund shall be used solely for the purpose of paying principal of and
interest on the Bonds,the Outstanding Bond 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 Bonds, the Outstanding Bond 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 Resolution 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 all
hereby ratified and confirmed. All money credited to the Surplus Fund shall be transferred and
credited to the Sinking Fund whenever necessary to prevent or remedy a default in the payment of
the principal of or interest on the Bonds,the Outstanding Bond and any Parity Obligations.
As long as the Sinking Fund has the full amounts required to be deposited therein by the
Outstanding Bond Resolution and this resolution, any balance in the Surplus Fund may be
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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 heId 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 Water 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
Bonds, the Outstanding Bond and any Parity Obligations, or any of them, that from time to time
may be outstanding, that it will faithfully and punctually perform all duties with reference to the
Utility required and provided by the Constitution and laws of the State of Iowa, that it will
segregate the Gross Revenues of the Utility and make application thereof in accordance with the
provisions of this resolution and that it will not sell, lease or in any manner dispose of the Utility
or any part thereof, including any and all extensions and additions that may be made thereto,until
all of the Bonds, the Outstanding Bond and any Parity Obligations shall have been paid in full,
both principal and interest,or unless and until provisions shall have been made for the payment of
the Bonds,the Outstanding Bond 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 Bonds, the Outstanding Bond or
any Parity Obligations,the Outstanding Bond Resolution 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 Bonds, the Outstanding Bond or any Parity Obligations shall not be
entitled to priority or preference one over the other in the application of the Net Revenues of the
Utility regardless of the time or times of the issuance of such Bonds, the Outstanding Bond or
Parity Obligations,it being the intention of the City that there shall be no priority among the Bonds,
the Outstanding Bond 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 Bonds, the Outstanding Bond or any
Parity Obligations remain outstanding, it will maintain insurance for the benefit of the owners of
theBonds the Outstanding Bond andany Parity Obligations on the insurable portions ofthe Utility
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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 Bonds, the Outstanding,Bond 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 Bonds and any Parity Obligations as may from time to time be outstanding,
and after the issuance of the Bonds,no change,variation or alteration of any kind of the provisions
of this resolution shall be made which will adversely affect the owners of the Bonds or any Parity
Obligations until all of the Bonds, the Outstanding Bond and any Parity Obligations and the
interest thereon shall have been paid in full, except as hereinafter provided.
The owners of a majority in principal amount of the Bonds and any Parity Obligations at
any time outstanding(not including in any case any obligations which may then be held or owned
by or for the account of the City, but including such obligations as may be issued for the purpose
of refunding any of the Bonds,the Outstanding Bond or Parity Obligations if such obligations shall
not then be owned by the City) shall have the right from time to time to consent to and approve
the adoption by the City of a resolution or resolutions modifying or amending any of the terms or
provisions contained in this resolution; provided, however, that this resolution may not be so
modified or amended in such manner as to:
(a) Make any change in the maturity or redemption terms of the Bonds or Parity
Obligations.
(b) Make any change in the rate of interest borne by any of the Bonds or Parity
Obligations.
(c) Reduce the amount of the principal payable on any Bonds or Parity
Obligations.
(d) Modify the terms of payment of principal of or interest on the Bonds or
Parity Obligations, or any of them, or impose any conditions with respect to such payment.
(e) Affect the rights of the owners of less than all of the Bonds or Parity
Obligations then outstanding.
(f) Reduce the percentage of the principal amount of the Bonds or Parity
Obligations, the consent of the owners of which shall be required to effect a further
modification.
Whenever the City shall propose to amend or modify this resolution under the provisions
of this section, it shall cause notice of the proposed amendment to be(1) filed with the Lender and
(2) mailed by certified mail to each registered owner of any Bond or Parity Obligation as shown
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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 Bonds and any Parity Obligations outstanding at
the time of the adoption of such amendatory resolution specifically consenting to the adoption
thereof as herein provided, no owner of any Bonds or Parity Obligations shall have any right or
interest to object to the adoption of such amendatory resolution or to object to any of the terms or
provisions therein contained or to the operation thereof or to enjoin or restrain the City from taking
any action pursuant to the provisions thereof.
Any consent given by the owners of a Bond or Parity Obligation pursuant to the provisions
of this section shall be irrevocable for a period of six(6)months from the date of such consent and
shall be conclusive and binding upon all future owners of the same Bond or Parity Obligation
during such period. Such consent may be revoked at any time after six (6) months from the date
of such consent by the owner who gave such consent or by a successor in title,but such revocation
shall not be effective if the owners of a majority in aggregate principal amount of the Bonds and
Parity Obligations outstanding as in this section defined shall have, prior to the attempted
revocation, consented to and approved the amendatory resolution referred to in such revocation.
The fact and date of the execution of any instrument under the provisions of this section
may be proved by the certificate of any officer in any jurisdiction, who by the laws thereof is
authorized to take acknowledgments of deeds within such jurisdiction, that the persons signing
such instrument acknowledged before such officer the execution thereof, or may be proved by an
affidavit of a witness to such execution sworn to before such officer.
Section 17. 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
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 18. If any section,paragraph, clause or provision of this resolution shall be held
invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this resolution.
Section 19. All resolutions and orders or parts thereof in conflict with the provisions of
this resolution are, to the extent of such conflict, hereby repealed.
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Section 20. This resolution shall be in full force and effect immediately upon its
adoption and approval, as provided by law.
Passed and approved August 9,2022.
Mayor P o-Tem
Attest:
'(7
City Clerk
On motion and vote, the meeting adjourned.
Mayor P -Tem
Attest:
City Cler
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ATTESTATION CERTIFICATE:
STATE OF IOWA
COUNTY OF STORY SS:
CITY OF AMES
I, the undersigned, City Clerk of the City of Ames, do hereby certify that I have in my
possession or have access to the complete corporate records of the aforesaid City and of its City
Council and officers and that I have carefully compared the transcript hereto attached with the
aforesaid corporate records and that the transcript hereto attached is a true, correct and complete
copy of all the corporate records in relation to the authorization and approval of a certain Water
Revenue Loan and Disbursement Agreement (the "Agreement") and the issuance of$3,500,000
Water Revenue Bonds, Series 2022 (the "Bonds") of said City evidencing the City's obligation
under such Agreement and that the transcript hereto attached contains a true,correct and complete
statement of all the measures adopted and proceedings, acts and things had, done and performed
up to the present time with respect thereto.
I further certify that no objections were filed in my office and no objections of any kind
were made to the matter of entering into such Agreement or issuing such Bonds at the time and
place set for hearing thereon, and that no petition of protest or objections of any kind have been
filed or made, nor has any appeal been taken to the District Court from the decision of the City
Council to enter into the Agreement or to issue the Bonds.
o
WITNESS MY HAND this f day of 2022•
_ G
City Clerk
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ESTABLISHMENT CERTIFICATE:
STATE OF IOWA
COUNTY OF STORY SS
CITY OF AMES
I, the undersigned, City Clerk of the aforementioned City, do hereby certify that I have
complete access and control of all of the corporate records of the City, and that based upon my
examination of such records, I have determined that the City did heretofore establish a Municipal
Waterworks Utility System (the "Utility") prior to January 1, 1961, 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 Taxable
Water Revenue Bond, SRF Series 2015, dated January 30, 2015, and the current issue of
$3,500,000 Water Revenue Bonds, Series 2022 of the City.
WITNESS MY HAND this 9 day of August, 2022
City Clerk
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
' UNITED STATES OF AMERICA
STATE OF IOWA
STORY COUNTY
CITY OF AMES
WATER REVENUE BOND,SERIES 2022
No.R-1 $3,500,000
RATE MATURITY DATE BOND DATE
1.75% June 1,2042 August 26,2022
The City of Ames(the"City"),in Story County,State of Iowa,for value received,promises to pay from the source and as hereinafter i
provided,on the maturity date of this Bond to
IOWA FINANCE AUTHORITY i
or registered assigns,the principal sum of
THREE MILLION FIVE HUNDRED THOUSAND DOLLARS
Interest at the rate specified ab Il be payable semiannually on June 1 and December 1 of each year,commencing December 1,
2022, and principal shall be due and p ble installments in the amounts shown on the Principal Payment Schedule, attached hereto as
Exhibit A,on June 1,20", and all er er on June 1 in each year until the principal and interest are fully paid,except that the final
installments of the entire balance o rinci 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 e -day months.
The City Clerk shall act as Regist d Pa g Agent and may be hereinafter referred to as the"Registrar"or the"Paying Agent."
Payment of the principal of an t and premium,if any,shall be payable at the office of the Paying Agent to the
registered owners thereof appearing on the registrati the City at the addresses shown on such registration books. All such payments,
except full redemption,shall be made to the register ow ap caring on the registration books at the close of business on the fifteenth day
of the month next preceding the payment date. Final nt al shall only be made upon surrender of this Bond to the Paying Agent.
This Bond is one of a series of bonds(the"Bonds") ued b •to evidence its obligation under a certain Loan and Disbursement
Agreement,dated the date hereof(the"Agreement")entered t i or the purpose of providing funds to pay a portion of the cost of
planning,designing and constructing improvements and extension to the Municipal Waterworks Utility System of the City(the
"Utility").
The Bonds are issued pursuant to and in strict compliance with rovisI s of Sections 384.24A and 384.83 of the Code of Iowa,
2021,and all other laws amendatory thereof and supplemental thereto,an n co .th a resolution of the City Council authorizing and
approving the Agreement and providing for the issuance and securing the pa n e nds(the"Resolution"),and reference is hereby
made to the Resolution and the Agreement for a more complete statement as to the re y ent 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 pa s ace d 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 a Project is damaged or destroyed. Any
optional redemption of the Bonds by the City may be made from any funds regardless of source, whole or from time to time in part,in inverse '
order of maturity upon not Iess 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 Taxable Water Revenue Bond,SRF Series i
2015,dated January 30,2015,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.
I
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.
i
Y 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 OFAM ,I A
By
Mayor
Attes4Clerk
City
I
STATE OF IOWA
STORY COUNTY SS: CITY TREASURER'S CERTIFICATE
CITY OF ANTES
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.
CityTrL'KasiAr
ABBREVIATIONS
The following abbreviations,when in Bond,shall be construed as though they were written out in full according to applicable I
laws or regulations:
TEN COM - as tenants in common TMA i
TEN ENT - as tenants by the entireties (Custodian)
JT TEN - as joint tenants with right of s Cu di r
survivorship and not as tenants in (Minor)m comon un a if sfers to Minors Act
AW (State)
Additional abbreviations may also be used though not in the list abov
ASSIGNMENT
For valuable consideration,receipt of which is hereby acknowledged,the un s this Bond to ;
(Please print or type name and address of Assigne
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: i
. I
i
I
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.
,
s EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due Due
June 1 Amount June I Amount
2023 $144,000 2033 $175,000
2024 $147,000 2034 $179,000
2025 $150,000 2035 $183,000
2026 $153,000 2036 $186,000
2027 $156,000 2037 $190,000
2028 $159,000 2038 $194,000
2029 $162,000 2039 $198,000
2030 $165,000 2040 $202,000
2031 $169,000 2041 $206,000
2032 $172,000 2042 $210,000
i
I
I
I
I
I
Ames 1419370-66
Ferro 8038-G Information Return for Tax-Exempt Governmental Bonds
f Under Internal Revenue Code section 149(e) OMB No.1545-0047
(Rev.October 202t) ►See separate Instructions.
Caution:if the Issue price Is under$100,000,use Form 8038-GC.
Department of the Treasury
►Service Go to www.irs.gov/F8038G for instructions and the latest information.
Internal Revenue sevvice R I > ❑
Authority Check box if Amended Return
• 2 Issuer's employer Identification number(EIN)
1 Issuer's name
42=6004218
City.of Ames,Iowa
3a Name of person(other than issuer)with whom the Ins may communicate about this return(see fnstructions) 3b Telephone number of other person shown on 3a
4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only)
PO Box 811 3
6 City,town,or post office,state,and ZIP code 7 Date of issue
Ames,Iowa 50010-0811 August 26,2022
e Name of issue 9 CUSIP number
NONE
Water Revenue Bond Series 2022 ber of
10a Name and Utie of officer or other employee of the issuer whom the IRS may call for more information 10b Telephone num
employee shown On 10a officer or other
Renee Hall,City Clerk (515)239-5105
3-Type of Issue(Enter the issue price.)See the Instructions and attach schedule.
11
11 Education. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12 Health and hospital . . . . . . . . . . . . • . • • • • . . . . . . . . 12
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
15
15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . .
16 Housing . . . . . . . . . . . , . . . . . . . . . . . . . . . . . 16
17 Utilities 17 3,500,000
18
18 Other.Describe► (]
19a If bonds are TANs or RANs,check only box 19a . . . . . . . . . . . . . . .
b If bonds are BANS,check only box 19b . . . . . • • • • • • • b
20 If bonds are in the form of a lease or installment sale,check box . . . . ► ❑
Description of Bonds.Complete for the entire issue for which this form is being filed.
(c)slated redemption (d)Weighted (a)Yield
(a)Final maturity date (b)Issue price price at maturity average maturity
21 06101I2042 $ 3,500,000 $ 3 500 000 10.922 years 1.7501
Uses of Proceeds of Bond Issue(including underwriters'discount)
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . 722T_
23 Issue price of entire Issue(enter amount from line 21,column(b)) . . . . 23 3,500,000
24 Proceeds used for bond issuance costs(Including underwriters'discount) 24 17,500
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to refund prior tax-exempt bonds.Complete Part V. . . 27
28 Proceeds used to refund prior taxable bonds.Complete Part V . . . . 28 17,500
29 Total(add lines 24 through 28) . . . . . . . . . • . . • • . . . . . . . . . 29
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . 30 3,482,500
Description of Refunded Bonds.Complete this part only for refunding bonds.
years
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ; years
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . .
33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/yyyy) ►
34 Enter the date(s)the refunded bonds were issued 0-(MM/DD/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773s Form 8038-G(Rev.10-2021)
Page 2
Form 8038-G(Rev.10-2021)
Miscellaneous 35
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) .
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract 36a
(GIC).See instructions . . . . . . . . . . . . . • • • • ' • ' '
b Enter the final maturity date of the GIC 10-(MM/DD/YYYY)
c Enter the name of the GIC provider►
37 Pooled financings: Enter the amount of the proceeds of this Issue that are to be used to make loans _37--
to other governmental units . ' • • ' ' '
38a If this issue Is a loan made from the proceeds of another tax-exempt issue,check box 1 0 and enter the following information:
b Enter the date of the master pool bond►(MM/DD/YYYY)
c Enter the EIN of the issuer of the master pool bond►
d Enter the name of the issuer of the master pool bond► See attached Schedule i ❑
39 if the issuer has designated the issue under section 265{b)(3)(B)(i)(111)(small issuer exception),check box ' ❑
40 If the Issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . • •
41 a If the Issuer has identified a hedge,check here► ❑ and enter the following Information:
b Name of hedge provider►
c Type of hedge 1
d Term of hedge► ► ❑
42 If the issuer has superintegrated the hedge,check box . .
43 If the Issuer has established written procedures to ensure that all nonqualifed bonds of this issue are re me. 0. ❑
according to the requirements under the Code and Regulations(see Instructions),check box . . . . . ► ❑
44 1f the issuer has established written procedures to monitor the requirements of section 148,check box .
45a if some portion of the proceeds was used to reimburse expenditures,check here) and enter the amount
of reimbursement . . . . . . > $161.810.47
b Enter the date the official intent was adopted►(MM/DD/YYYY) 0-4rzo22
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
r Pea $ ti' 'ey are to th ec.e pees t a atch avle au above I further
declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to
Signature
and �' - 1 Renee Hall City Clerk
Consent Date / Type or print name and title
Signatu of Issuer's authorized representative if PTIN
PrinVrype preparer's name Preparer's si nature Date check ❑
Q.�.L self-employed P01083460
Paid John P.Danos 1
Preparer Firm'sEINs 41.02
r 23337
Firm'sname porse &Whitne LLP
Use Only Firm'saddress>801 Grand Avenue,Suite 4100,Des Moines,Iowa 50309 Phone no. 5 .1000
TM$038-G38-G(Rev.10-2021)
SCHEDULEI
TO
8038-G
City of Ames,Iowa
Water Revenue Bond,Series 2022
EIN: 42-6004218
PART VI,Line 3 8 d
The Iowa Finance Authority (the "Authority") is the bondholder with respect to the above
referenced bonds. The Authority may determine in the future to issue tax-exempt bonds that are
master pool obligations and reimburse itself for the loan of the proceeds of the above referenced
bonds. To the extent that the Authority issues such master pool obligations and reimburses itself
from the proceeds of such master pool obligations for the loan of the proceeds of the above
referenced bonds, such reimbursement will be made on the date of issue of such master pool
obligations.
The EIN of the Iowa Finance Authority is 52-1699886.
4895.4084-1262V
HORSEY°"
always ahead
August 26, 2022
City of Ames, Iowa Iowa Finance Authority
Ames, Iowa Des Moines, Iowa
Re: $3,500,000 Water Revenue Bond, Series 2022
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 Water Revenue Bond, Series 2022, dated
the date hereof(the "Series 2022 Bond"), in evidence of the Issuer's obligation under a certain
Water 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 August 9, 2022 (the "Resolution"), in an amount not
exceeding $3,500,000, 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 2022 Bond
bears interest payable semiannually, commencing December 1, 2022, from the date of its
advancement to the Issuer by the Authority until paid, at the rate of 1.75% 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 $144,000 2033 $175,000
2024 $147,000 2034 $179,000
2025 $150,000 2035 $183,000
2026 $153,000 2036 $186,000
2027 $156,000 2037 $190,000
2028 $159,000 2038 $194,000
2029 $162,000 2039 $198,000
2030 $165,000 2040 $202,000
2031 $169,000 2041 $206,000
2032 $172,000 2042 $210,000
but principal of the Series 2022 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 2022 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.
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2. The Series 2022 Bond and the Agreement are valid and legally binding obligations
of the Issuer enforceable in accordance with their terms.
3. The Series 2022 Bond;the Issuer's outstanding Taxable Water Revenue Bond, SRF
Series 2015,dated January 30,2015,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
Waterworks Utility System of the Issuer.
4. The interest on the Series 2022 Bond is excluded from gross income for federal
income tax purposes and is not treated as a preference item in calculating the federal alternative
minimum tax imposed on noncorporate taxpayers under the Internal Revenue Code of 1986 (the
"Code"). The opinions set forth in the preceding sentence are subject to the condition that the
Issuer comply with all requirements of the Code that must be satisfied subsequent to the issuance
of the Series 2022 Bond in order that interest thereon be, or continue to be, excluded from gross
Issuer has covenanted to comply with each such
income for federal income tax purposes. The Is p Y .
p �
may cause the inclusion of
requirement. Failure to comply with certain of such requirementsy
interest on the Series 2022 Bond in gross income for federal income tax purposes to be retroactive
to the date of issuance of the Series 2022 Bond.
We express no opinion regarding other federal tax consequences arising with respect to the
Series 2022 Bond. We note, however, that interest on the Bond may be taken into account in
determining adjusted financial statement income for purposes of the federal alternative minimum
tax imposed on applicable corporations (as defined in Section 59(k) of the Code) for tax years
beginning after December 31, 2022.
The rights of the owners of the Series 2022 Bond and the enforceability thereof and of the
Agreement and the Resolution may be subject to bankruptcy, insolvency, reorganizatien,
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