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Home My WebLink About~Master - State Revoving Fund Clean Water Loan - 419370-71 Hall, Renee From: Hall, Renee Sent: Monday, November 14, 2022 11:42 AM To: vaught.jessica@dorsey.com Cc: Schainker, Steve; Wisecup, Roger; Nady, Kara; GERLACHS@pfm.com; tracy.scebold@iowafinance.com; Tony.Toigo@IowaFinance.com; Lee.Wagner@lowaFinance.com; Baker.Lauren@dorsey.com; Bjork.Amy@dorsey.com; Danos.John@dorsey.com; hammond.emily@dorsey.com; lemke.susan@DORSEY.com; orngard.severie@dorsey.com; Regan.Erin@dorsey.com; ritter.cheryl@dorsey.com; Hall, Renee Subject: RE: Proceedings (Ames Sewer SRF) Attachments: $12.7M SRF Sewer Rev Loan & Disbursement Agmt.pdf Jessica, Attached is the completed paperwork for the Sewer SRF Loan and Disbursement agreement. Per our conversation I did not update the date on page 9. Please let me know if you need anything additional. Thank you. Renee Hall From: vaught.jessica@dorsey.com <vaught.jessica@dorsey.com> Sent: Monday, October 31, 2022 4:21 PM To: Hall, Renee <renee.hall@cityofames.org> Cc: Schainker, Steve <steve.schainker@cityofames.org>; Wisecup, Roger<roger.wisecup@cityofames.org>; Nady, Kara <kara.nady@cityofames.org>; GERLACHS@pfm.com; tracy.scebold@iowafinance.com; Tony.Toigo@ Iowa Finance.com; Lee.Wagner@ Iowa Finance.com; Baker.Lauren@dorsey.com; Bjork.Amy@dorsey.com; Danos.John@dorsey.com; hammond.emily@dorsey.com; lemke.susan@DORSEY.com; orngard.severie@dorsey.com; Regan.Erin@dorsey.com; ritter.cheryl@dorsey.com Subject: Proceedings (Ames Sewer SRF) [External Email] Hi again, Renee— Attached please find proceedings for the November 8th City Council meeting initiating action on the SRF Sewer Revenue Loan and Disbursement Agreement. We have included a letter at the end of the proceedings with additional details and instructions. You may use the following agenda title in connection with the proceedings: "Resolution to fix a date for a public hearing on proposal to enter into a Sewer Revenue Loan and Disbursement Agreement and to borrow money thereunder in a principal amount not to exceed $12,700,000" Please return an executed copy of the proceedings to us as soon as they are available. You may send the publication certificate separately after the notice of hearing has been published. Please feel free to contact us with questions. Have a nice day! 1 Best, Jessica J. Vaught Paralegal Pronouns:She/Her/Hers d0RS EY,. DORSEY & WHITNEY LLP 8oz Grand Avenue Suite 4100 1 Des Moines,IA 50309-8002 P:515.699.3282 CONFIDENTIAL COMMUNICATION E-mails from this firm normally contain confidential and privileged material,and are for the sole use of the intended recipient. Use or distribution by an unintended recipient is prohibited,and may be a violation of law.If you believe that you received this e-mail in error,please do not read this e-mail or any attached items. Please delete the e.-mail and all attachments, including any copies thereof,and inform the sender that you have deleted the e-mail,all attachments and any copies thereof. Thankyou. Please help reduce paper and ink usage.Print only if necessary. 2 Ames/419370/15"/2-Sewer Rev MINUTES TO SET DATE FOR HEARING ON ENTERING INTO A LOAN AND DISBURSEMENT AGREEMENT 419370 (N/I) Ames, Iowa November 8, 2022 The City Council of the City of Ames, Iowa, met on November 8, 2022, at 6:00 o'clock p.m., at the City Hall — Council Chambers, in the City. The Mayor presided and the roll was called showing the following members of the Council present and absent: Present: Beatty-Hansen, Betcher, Corrieri, Gartin, Junck, Rollins Absent: None. Council Member Betcher introduced the resolution hereinafter next set out and moved its adoption, seconded by Council Member Beatty-Hansen; and after due consideration thereof by the Council, the Mayor put the question upon the adoption of the said resolution and the roll being called, the following named Council Members voted: Ayes: Beatty-Hansen, Betcher, Corrieri, Gartin, Junck, Rollins Nays: None Whereupon, the Mayor declared the resolution duly adopted as follows: -1- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/419370/15"/2-Sewer Rev RESOLUTION NO. 22-580 Resolution to fix a date for a public hearing on proposal to enter into a Sewer Revenue Loan and Disbursement Agreement and to borrow money thereunder in a principal amount not to exceed $12,700,000 WHEREAS, the City of Ames (the "City"), in Story County, State of Iowa, did heretofore establish a Municipal Sanitary Sewer System (the "Utility") in and for the City which has continuously supplied sanitary sewer service in and to the City and its inhabitants since its establishment; and WHEREAS, the management and control of the Utility are vested in the City Council (the "Council') and no board of trustees exists for this purpose; and WHEREAS, pursuant to a prior resolution of the Council, the City has heretofore issued its $3,121,000 Sewer Revenue Bond, SRF Series 2012, dated November 16, 2012 (the "Series 2012 Bond"), a portion of which remains outstanding; and WHEREAS, pursuant to a prior resolution of the Council, the City has heretofore issued its $797,000 Taxable Sewer Revenue Bond, SRF Series 2016, dated September 30, 2016 (the "Series 2016 Bond"), a portion of which remains outstanding; and WHEREAS, pursuant to a prior resolution of the Council, the City has heretofore issued its $1,001,000 Taxable Sewer Revenue Bond, SRF Series 2018, dated February 16, 2018 (the "Series 2018 Bond"), a portion of which remains outstanding; and WHEREAS, pursuant to a prior resolution of the Council, the City has heretofore issued its $5,107,055.19 Taxable Sewer Revenue Improvement and Refunding Bond, SRF Series 2021, dated February 19, 2021 (the "Series 2021 Bond"), a portion of which remains outstanding; and WHEREAS, pursuant to the resolutions (the "Outstanding Bond Resolutions") authorizing the issuance of the Series 2012 Bond, the Series 2016 Bond, the Series 2018 Bond and the Series 2021 Bond (collectively, the "Outstanding Bonds"), the City reserved the right to issue additional obligations payable from the net revenues of the Utility and ranking on a parity with the Outstanding Bonds under the terms and conditions set forth in the Outstanding Bond Resolutions; and WHEREAS, the City now proposes to enter into a Sewer Revenue Loan and Disbursement Agreement (the "Agreement") and to borrow money thereunder in a principal amount not to exceed $12,700,000, pursuant to the provisions of Section 384.24A of the Code of Iowa, for the purpose of paying the cost, to that extent, of planning, designing and constructing improvements and extensions to the Utility (the "Projects"), 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: -2- DORSEY & WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA Ames/419370/1"%:-Sewer Rev Section 1. This City Council shall meet on November 22, 2022, at the City Hall, Council Chambers, in the City, at 6:00 o'clock p.m., at which time and place a hearing will be held and proceedings will be instituted and action taken to enter into the Agreement. 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: -3- DORSEY& WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA Ames/419370/151%-Sewer Rev NOTICE OF PROPOSED ACTION TO INSTITUTE PROCEEDINGS TO ENTER INTO A LOAN AND DISBURSEMENT AGREEMENT IN A PRINCIPAL AMOUNT NOT TO EXCEED $12,700,000 (SEWER REVENUE) The City Council of the City of Ames, Iowa, will meet on November 22, 2022, at the City Hall, Council Chambers, in the City, at 6:00 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 $12,700,000, for the purpose of paying the cost, to that extent, of planning, designing and constructing improvements and extensions to the Municipal Sanitary Sewer 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 Sewer Revenue Bond, SRF Series 2012, dated November 16, 2012; Taxable Sewer Revenue Bond, SRF Series 2016, dated September 30, 2016; Taxable Sewer Revenue Bond, SRF Series 2018, dated February 16, 2018; Taxable Sewer Revenue Improvement and Refunding Bond, SRF Series 2021, dated February 19, 2021; and 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. Renee Hall City Clerk -4- DORSEY & WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/419370/1""/2-Sewer Rev Section 3. Pursuant to Section 1.150-2 of the Income Tax Regulations (the "Regulations") of the Internal Revenue Service, the City declares (a) that it intends to undertake the Projects which are reasonably estimated to cost approximately $12,700,000, (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 Projects 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 November 8, 2022. :; a % , Mayor Attes City Clerk On motion and vote, the meeting adjourned. Mayor Attest: (lt�— 4 J City Clerk -5- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/419370/1"/2-Sewer Rev 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 Sewer Revenue Loan and Disbursement Agreement. WITNESS MY HAND this day of �JjfffWL�V*' , 2022. City Cle -6- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/4193 70/1"'/I-Sewer 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, Iowa (the "City") 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 Renee Hall, City Clerk Roger Wisecup, City Treasurer Brian Phillips, Acting Finance Director Tim Gartin, Council Member/Mayor Pro Tern Gloria Betcher, Council Member Bronwyn Beatty-Hansen, Council Member Amber Corrieri, Council Member Rachel Junck, Council Member Anita Rollins, Council Member I further certify that the City established the Municipal Sanitary Sewer System (the "Utility"), and that the Utility has been in continuous operation by the City since its establishment as aforesaid in supplying sanitary sewer service to the City and its inhabitants. -7- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/419370/1"h-Sewer Rev 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 � day of 2022. &V-a— k City Cl k -8- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/419370/151'h-Sewer Rev 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 Sanitary Sewer System (the "Utility"), except as follows: j Principal Amount Date Type Outstanding Maturity 11-16-2012 Sewer Revenue $ 1 , 3151000 06-01-2033 09-30-2016 Sewer Revenue $ U S 21 000 06-01-2036 02-16-2018 Sewer Revenue $ W9, 006 06-01-2038 02-19-2021 Sewer Revenue $ 06-01-2038 (Attach here a separate sheet listing any other outstanding obligations of the City secured by and payable from the revenues of the Utility, if any, excluding the proposed issue.) WITNESS MY HAND this U day of I v 'I' ' 2022. City Nrk -9- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/419370/1""/2-Sewer 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 Cityof 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 , 2022. City Clerk I 88006361 (Attach he NOTICE OF PROPOSED ACTION al affidavit with clipping of the notice, as published.) PROCEEDINGS TO ENTER INTO AGREEMENTOIN A PRINCIPAL AMOUNT NOT TO EXCEED 12, 0 000 (SEW R 70REVENUE) The City Council of the City of Ames, Iowa,will meet on November 22, 2022, at The City Hall, Council Chambers, in The City, at 6:00 o'clock p.m.,for The purpose of insti- tuting proceedings and taking action to enter into a loan and disburse- ment agreement (the"Agreement") and To borrow money thereunder in a principal amount not to exceed $12,700,000,for the purpose of paying tthe cost,To that extent of planning, designing and construcline im�Prove- mews and extensions to the Junici- pal Sanitary Sewer System (the "Utility")oft e City. The A reement will not constitute a general obligation of The City, nor taxationebut toglethe any themanner 's outstanding Sewer Revenue Bond, SRF Series 2012 dated November 16, 2012; Taxable Sewer Revenue Bond, SRF Series 2016 dated September 30, 2016• Taxable Sewer Revenue Bond, S Series 2018, dated February 16, 2018; Taxable Sewer Revenue Improvement and Refunding Bond, SRF Series 2021, dated February 19, 2021; and any additional obligations of the City as may be hereafter issued and outstanding from time To time rank- ing on a parity therewith, will be Payable solely and only from the NeT Revenues of the Utility. A} The aforementioned time and place, oral or written objections may be. filed or made to The prOpOS01 }O enter into the Agree- ment.After receiving objections,The City may determine to enter into the Agreement, in which case,the deck sion will be final unless ap ealed to the District Court within fifteen(15) do sthereaf ter. By order of the City Council of the City of Ames,Iowa. _1 O_ Renee Hall City Clerk Published in The Ame Tribune on rNEY LLP,ATTORNEYS,DES MOINES, IOWA November 9,2022(1T)s