HomeMy WebLinkAboutA016 - Loan and Disbursement Agreement $12,161,000 Water Revenue Bonds dated June 28, 2023 LOAN AND DISBURSEMENT AGREEMENT
$12,161,000 WATER REVENUE BONDS
This Loan and Disbursement Agreement (the "Agreement") is made and entered into as
of June 28, 2023 by and between the City of Ames, Iowa (the "Participant") and the Iowa
Finance Authority, an agency and public instrumentality of the State of Iowa(the "Issuer").
WHEREAS, the Issuer, in cooperation with the Iowa Department of Natural Resources
(the "Department"), is authorized to undertake the creation, administration and financing of the
Iowa DrinkingWater Facilities Financing Program the "Program") established in the Code of
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Iowa, Sections 16.131 through 16.135 and Sections 45513.291 through 455B.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.
(c) "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 June 13, 2023, 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
$12,161,000 (the "Loan").
The Participant shall use the proceeds of the Loan strictly (a) to finance a portion of the
costs of construction of the Project and (b), where applicable, to reimburse the Participant for a
portion of the costs of the Project, which portion was paid or incurred in anticipation of
reimbursement through the Program and which is eligible for such reimbursement under and
pursuant to the Regulations and the Code.
Section 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
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Project upon receipt of the following:
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(a) a completed payment request on a form acceptable to and available from
the Issuer;
(b) current construction payment estimates;
(c) engineering service statements;
(d) purchase orders or.invoices for items not included within other contracts;
and
(e) evidence that the costs for which the disbursement is requested have been
incurred.
Solely with respect to the request for the final disbursement of proceeds of the Loan, the
Participant shall submit to the Issuer (via the Department), in addition to items (a) through (e)
above, a certification of completion and acceptance of the Project by the Participant or evidence
of an acceptable settlement if the Project is subject to a dispute between the Participant and any
contractor.
Disbursements shall be made in a timely fashion following the receipt of the information
as set forth above. Unless otherwise agreed to in writing by the Issuer, funds shall be payable to
the Participant via automated clearinghouse system transfer to the account specified by the
Participant.
Section 4. Completion of Project. The Participant covenants and agrees (i) to
exercise its best efforts in accordance with prudent 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 Tune 1 and December 1 of each year (unless the resolution authorizing a
previous series of outstanding bonds on a parity with the Revenue Bond requires interest to be
paid on other interest payment dates, in which case such other dates shall apply) from the date of
each disbursement of a part of the Loan from the Issuer to the Participant (which are initially
expected to be on approximately the dates set forth on Exhibit A attached hereto and
incorporated herein). The first repayment of principal of the Loan shall be due and payable not
later than one year after substantial completion of the Project and payments of principal, interest
and the Servicing Fee shall continue thereafter until the Loan is paid in full. Following the final
disbursement of Loan proceeds to the Participant, Exhibit A shall be adjusted by the Issuer, with
the approval of the Participant, based upon actual disbursements to the Participant under the
Agreement. Such revised Exhibit A thereafter shall be deemed to be incorporated herein by
reference and made a part hereof and shall supersede and replace that initially attached hereto
and to the Revenue Bond.
The Revenue Bond shall be subject to optional redemption by the Participant at a price of
par plus accrued interest (i) on any date upon receipt of written consent by the Issuer, or (J) 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 Tees. (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) ($60,805), which shall be due and payable on the date of this Agreement. Unless
the Issuer shall be otherwise notified by the Participant that the Participant intends to pay such
Initiation Fee from other finds, 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.
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(c) The Loan shall bear interest at 1.75/o 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
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n other h h products and services provided b its Water System, which rents rates and of e charges es shall be
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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.
(e) 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
proceeds of the Bonds to pay the principal of or interest on any issue of State or local
governmental obligations ("refinancing 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
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 Internnal 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 fill 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. Continuing Disclosure. As a means of enabling the Issuer to comply with
the "continuing disclosure" requirements set forth in Rule 15c2-12 (the "Rule") of the Securities
and Exchange Commission, the Participant agrees, during the term of the Loan, but only upon
written notification from the Issuer to the Participant that this Section 11 applies to such
Participant for a particular fiscal year, to provide the Issuer with (i) the comprehensive audit
report of the Participant, prepared and certified by an independent auditor or the State Auditor, or
unaudited financial information if the audit is not available, not later than 180 days after the end
of each fiscal year for which this section applies and (ii) such other information and operating
data as the Issuer may reasonably request 'from time to time with respect to the Water System,
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' Linder 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.
Section 15. Termination. The Participant understands and agrees that the Loan may
be terminated at the option of the Issuer if construction of the Project has not commenced within
one year of the date of execution of this Agreement, all as set forth in the Regulations.
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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
any such terms of the Revenue Bond and shall be controlling, and that the payment of principal
and interest on the Loan shall at all times conform to the schedule set forth on Exhibit A, as
adjusted, and the Regulations.
Section 17, Federal Requirements. The Participant agrees to comply with all
applicable federal requirements including, but not limited to, Davis-Bacon wage requirements
and the requirements relating to the use of American iron and steel products.
Section 18. Application of Uniform Electronic Transactions Act.
The Issuer and the Participant agree this Agreement and all documents related thereto
and referenced herein may be entered into and provided for pursuant to and in accordance with
Chapter 554D of the Code of Iowa.
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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
By.
Mayor
Attest:
Crty erk
[Participant Signature Page to LDA]
IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first
above written.
IOWA FINANCE AUTHORITY
By.
Its:
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[TPA Signature Page to LDA]
EXHIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCIIEDULE
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EXHIBIT B
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AUTHORIZATION/ISSUANCE RESOLUTION OF PARTICIPANT
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Estimated Amortization Schedule
City of Ames
Water Revenue Bond
FS-85-21-DWSRF-009
Loan summary Estimated Draw Schedule
Loan Closing Date Jun 28,2023 Initiation Fee- Jun 28,2023 60,805.00
Final Disbursement Date Dec 4,2024 P&D Payoff- Jun 28,2023 -
SRF
Final Maturity Date Jun 1,2043 Estimated Draw#I- Jun 28,2023 505,894.00 STAVE
Loan Period In Years 20 Estimated Draw#2- Aug 16,2023 1,300,000.00 I@VOIAINO FUND
Total Loaned Amount $ 12,161,000.00 Estimated Draw 43- Oct 4,2023 1,300,000.00
0.5%Initiation Fee 60,805.00 Estimated Draw#4- Nov 22,2023 1,300,000.00
Net Proceeds to Borrower $ 12,100,195,00 Estimated Draw#5- Jan 10,2024 1,300,000.00
Annual Interest Rate 1,75% Estimated Draw#b- Feb 28,2024 1,300,000.00
Total Interest $ 2.272.179.85 Estimated Draw#7- Apr I7.2024 1,300,000.00
Servicing Fee Rate 0.25% Estlmated Draw i18- Jun 5,2024 1,300,000.00
Total Servicing Fees $ 324,597.13 Estimated Draw#9- Ju124,2024 1,300,000DO
Total Loan Costsl $ 2,657,581.98 Estimated Draw 1i Sep 11,2024 1,169,301.00
Held for Final Dccs- Dec 4,2024 5,000.00
Total Loaned Amount 12,161,000,00
Payment Beginning Servicing Total Loan Total Annual Debt Ending
Data Balance Principal Interest Fee Payment Service Balance
Dec 1,2023 3,166,099.00 14,452.32 2,064,62 16,516.94 3,166,699.00
Jun 1,2024 8,366,699.00 350,000.00 57.220,42 8,174.35 415,394.77 431,911 71 8,016,699,00
Dec 1,2024 11,806,000.00 93,91909 13,417.01 10733610 11,806,000.00
Jun 1,2025 11,811,000.00 400,000,00 103,345.52 14,763.66 618,109,17 625,445.27 11,411,000.00
Dec 1,2025 11,411,000.00 90,846.25 14,265,76 114,110.00 11.411,000.00
Jun 1,2026 11,411,000.00 533,000.00 99,846.25 14,26375 647,110.00 761,220.00 10,878,000,00
Door,2026 10,878,000,00 96,182.50 13,697.50 108,780.00 10,878,000.00
Jun 1,2027 10,878,000.00 644,000.00 05,182.50 13,597.50 652,780.00 __ 761,560.00 10,334,000.00
Dec 1,207 10,334,000.00 90,422.50 12,917.50 103,340.00 10,334,000.00
Jun 1,2028 10,334.000.00 554,000.00 90,422.50 12,917.50 657,340.00 760,680.00 9,780,000.DO
Dec L 2028 9,780,000 00 85,575.00 12,225.00 97,800.00 9,780 000.00
Jun 1,2029 9,780,000.00 566,000.00 85,575.00 12,225.00 663,800.00 761,600.00 9,214,000.00
Decl,2029 9,214,000.00 80,622,50 11,517.50 92,14000 9,214000.00
Jun 1,2030 9,214,000.00 577,000,00 80,622.50 11,517.5D 669,140.00 761,280.00 8,637,000,00
Basil,2030 8,637,000.00 75,573.75 10,796.25 86,370.00 8,637,000.00
Jun 1,2031 8,637,000.00 688,000.00 75,573.75 10,796.26 674,370.00 760,740.00 8,049,000.00
Dec L 2031 8,049,000.00 70,428.75 10,061.25 80,490.00 8,049,000.00
Jun 1,2032 8,049,000.00 600,000.00 70,428.75 10,061.25 680,490.00 760,980,00 7,449,000.00
Dec 1,2032 7,449,000.00 65,178.75 9,311.25 74,490.OD 7,449,000.00
Jun 1,2033 7,449,000.00 612,000.00 65,178.75 9,311.25 686,490.00 760,980.00 6,837,000.00
Dec 1,2033 6,837,000.00 59.823 75 8,546.25 68,370.00 6,837,000.00
Jun 1,2034 6,837,000.00 624,000.00 59,823.75 8,546.26 692,370.00 760,740.00 6,213,000.00
Dec 1,2034 5,213,000.00 54,363.76 7,766.25 62,130.00 6,213,000.00
Jun 1,2035 6,213,000.00 637,000.00 54,363.75 7,766.25 699,130.00 761,260.00 5,576,000.00
Door,2035 6,576,000.00 48,790.00 6,970.00 55,760.00 5,576,000.00
Jun 1,2036 5.576,000.00 650,000.00 48,790.OD 6,970.00 705,760.00 761,520.00 4,926,000.00
Dec 1,2036 4,926.000.00 43,102.50 6,157.50 49260.00 4,92600000
Jun 1,2037 4,926,000.00 663,000.00 43.102.50 6,157.50 712,260.00 761,520.00 4,263,000,00
Dec 1,2037 4,263.000.00 37,301.25 5,328.75 42,630.00 4,26300000
Jun 1,2038 4,263,DOO.DD 676,000.00 37,301.25 5,328.75 718,630.00 761.260.00 3,587,000.00
Dec 1,2036 3,587,000.00 31,386.25 4.483,75 35,870.00 3,587,000.00
Jun 1,2030 3,587,000,00 689,000.00 31,386.25 4,483.75 724,870,00 760,740.00 2,898,000,00
Deo 1,2039 2,898,000.00 25,357.50 3,622.50 28,980.00 2,898,000.00
Jun 1,2040 2,898,000,00 703,000.00 25,367.50 3,622.50 731,980,00 760,960.00 2,195,000.00
Dec 1,2040 2,195 000,00 19,206.25 2,743.75 21,950.00 2,196,000.00
Jun 1,2041 2,195,000.00 717,000.00 19,206.25 2,743.75 738,950.00 760,900.00 1,478,000.00
Dec 1 2041 1,478 000 00 12,932.50 1,847.50 14,780.00 1,478,000.00
Jun 1,2042 1,478,000,00 732,000,00 12,932.50 1,847.50 746,780.00 761,560.00 746,000.00
Dec1,2042 746,000.00 6.527.50 932.50 7,460.00 746,000.00
Jun 1,2043 746,000.00 746,000.00 6,527.50 932.50 753,460.00 760,920.00 0.00
INVESTING IN IGWA'S WATER
As of 6l112023 �io Sff Wrn
UNITED STATES OF AMERICA
STATE OF IOWA
STORY COUNTY
CITY OF AMES
WATER REVENUE BOND,SERIES 2023
No. R-1 $12,161,000
RATE MATURITY DATE BOND DATE
1.75% June I,2043 June 28,2023
The City of Ames(the"City"),in Story County,State of Iowa,for value received,promises to pay from the source and as hereinafter
provided,on the maturity date of this Bond to
IOWA FINANCE AUTHORITY
or registered assigns,the principal sum of
TWELVE MILLION ONE HUNDRED SIXTY-ONE THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June I and December 1 of each year,commencing December 1,
2023, and principal shall be due and payable in installments in the amounts shown on the Principal Payment Schedule, attached hereto as
Exhibit A,on June 1,2024,and annually thereafter on June I in each year until the principal and interest are fully paid, except that the final
installments of the entire balance of principal and interest, if not sooner paid,shall become due and payable on June 1,2043. 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 ofaseries ol'bonds(the"Bonds")issued by the City to evidence its obligation undera 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 ofthe City(the
"Utility").
The Bonds are issued pursuant to and in strict compliance with the provisions of Sections 384.24A and 384.83 of the Code of Iowa,
2023,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 (it) 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 front any funds regardless of source,in whole or firm 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; Water Revenue Bond, SRF Series 2022, dated August 26, 2022; 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 he valid unless made on said books and then only upon presentation of this
Bond to the Registrar,together with either a written instvment of transfer satisfactory to the Registrar or the assignment form hereon completed
and duly executed by the registered owner or the duly authorized attorney for such registered owner.
The City,the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose
of receiving payment of or on account of principal hereof,premium,if any,and interest due hereon and for all other purposes,and the City,the
Registrar and the Paying Agent shall not be affected by any notice to the contrary.
And It Is Hereby Certified, Recited and Declared that all acts, conditions and things required to exist, happen and be performed
precedent to and in the issuance of the Bonds have existed,have happened and have been performed in due time,form and manner,as required
by law,and that the issuance of the Bonds does not exceed or violate any constitutional or statutory limitation or provision.
IN TESTIMONY WHEREOF, the City of Ames, Iowa, has caused this Bond to be executed by its Mayor and attested by its City
Clerk,all as of the Bond Date.
CITY QF A �aS,IOW _
B 'VV
Mayor
?f&ta—
City C rk
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.
-A. ,, /9 -�Z::
CilylTi7WuW
ABBREVIATIONS
The following abbreviations,when used in this Bond,shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM - as tenants in common UTMA
TEN ENT - as tenants by the entireties (Custodian)
JT TEN - as joint tenants with right of As Custodian for
survivorship and not as tenants in (Minor)
common under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
For valuable consideration,receipt of which is hereby acknowledged,the undersigned assigns this Bond to
(Please print or type name and address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
and does hereby irrevocably appoint ,Attorney,to transfer this Bond on the books kept for registration
thereof with full power of substitution.
Dated:
Signature guaranteed:
NOTICE: The signature to this Assignment must correspond with the name
of the registered owner as it appears on this Bond in every particular,without
alteration or enlargement or any change whatever.
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due Due
June I Amount June I Amount
2024 $350,000 2034 $624,000
2025 $400,000 2035 $637,000
2026 $533,000 2036 $650,000
2027 $544,000 2037 $663,000
2028 $554,000 2038 $676,000
2029 $566,000 2039 $689,000
2030 $577,000 2040 $703,000
i
2031 $588,000 2041 $717,000
! 2032 $600,000 2042 $732,000
2033 $612,000 2043 $746,000