Loading...
HomeMy WebLinkAboutA019 - Transcripts (Ames #70 2023) 801 Grand Avenue | Suite 4100 | Des Moines, IA | 50309-2790 | T 515.283.1000 | F 515.283.1060 | dorsey.com INDEX OF BOND TRANSCRIPT $12,161,000 Water Revenue Bond, Series 2023 Closing Date: June 28, 2023 City of Ames, Iowa 1. SRF Construction Loan Application 2. Minutes to Set Date for Hearing on Entering into a Loan and Disbursement Agreement; Publisher’s Affidavit and Clip (November 8, 2022) 3. Minutes for Hearing and Additional Action on Entering into a Loan and Disbursement Agreement (November 22, 2022) 4. Minutes to Set Date for Hearing on Entering into a Loan and Disbursement Agreement; Publisher’s Affidavit and Clip (April 25, 2023) 5. Minutes for Hearing and Additional Action on Entering into Loan Agreement and Combining Loan Agreements (May 9, 2023) 6. Minutes for Authorizing and Approving a Loan Agreement and Disbursement Agreement and Providing for the Issuance Issuance of Water Revenue Bonds, Series 2023 (June 13, 2023) 7. Closing Certificate 8. Loan and Disbursement Agreement 9. Specimen Bond 10. 8038-G 11. Bond Counsel Opinion X Per Dorsey Per pro forma - increase not need until FY25/26 and will get coverage to 1.24   LB-OK-13 Days Ames/419370-70 / 1st ½ - Water Rev -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA RESOLUTION NO._____ 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 $4,000,000 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 City has heretofore issued its $76,325,000 Taxable Water Revenue Bond, SRF Series 2015, dated January 30, 2015 (the “Series 2015 Bond”), a portion of which remains outstanding; and WHEREAS, pursuant to a prior resolution of the Council, the City has heretofore issued its $3,500,000 Water Revenue Bond, SRF Series 2022, dated August 26, 2022 (the “Series 2022 Bond”), a portion of which remains outstanding; and WHEREAS, pursuant to the resolutions (the “Outstanding Bond Resolutions”) authorizing the issuance of the Series 2015 Bond and the Series 2022 Bond (together, 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 has heretofore proposed to enter into a Water Revenue Loan and Disbursement Agreement (the “Original Agreement”) and to borrow money thereunder in a principal amount not to exceed $8,500,000, 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 has published notice of the proposed action and has held a hearing thereon on November 22, 2022; and WHEREAS, to pay additional costs of the Project, the City now proposes to enter into an additional Water Revenue Loan and Disbursement Agreement (the “Additional Agreement”) and to borrow money thereunder in a principal amount not to exceed $4,000,000, pursuant to the provisions of Section 384.24A of the Code of Iowa, 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 Additional 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: 23-227 LB-OK-7 Days Ames / 419370-70 / 2nd ½ Hrg Only Water Rev. DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA MINUTES FOR HEARING AND ADDITIONAL ACTION ON ENTERING INTO LOAN AGREEMENT AND COMBINING LOAN AGREEMENTS 419370-70 Ames, Iowa May 9, 2023 The City Council of the City of Ames, Iowa, met on May 9, 2023, at 6:00 p.m., in the City Hall – Council Chambers, 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, Junck, Rollins Absent: None. 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 Junck. 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, Junck, Rollins Nays: None. Whereupon, the Mayor declared the resolution duly adopted, as follows: Ames / 419370-70 / 2nd ½ Hrg & Combine Water Rev. -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA RESOLUTION NO. 23-283 Resolution taking additional action on proposal to enter into a Water Revenue Loan and Disbursement Agreement and combining certain Loan Agreements 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 City has heretofore issued its $76,325,000 Taxable Water Revenue Bond, SRF Series 2015, dated January 30, 2015 (the “Series 2015 Bond”), a portion of which remains outstanding; and WHEREAS, pursuant to a prior resolution of the Council, the City has heretofore issued its $3,500,000 Water Revenue Bond, SRF Series 2022, dated August 26, 2022 (the “Series 2022 Bond”), a portion of which remains outstanding; and WHEREAS, pursuant to the resolutions (the “Outstanding Bond Resolutions”) authorizing the issuance of the Series 2015 Bond and the Series 2022 Bond (together, 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 has heretofore proposed to enter into a Water Revenue Loan and Disbursement Agreement (the “Original Agreement”) and to borrow money thereunder in a principal amount not to exceed $8,500,000, 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 has published notice of the proposed action and has held a hearing thereon on November 22, 2022; and WHEREAS, to pay additional costs of the Project, the City has also proposed to enter into an additional Water Revenue Loan and Disbursement Agreement (the “Additional Agreement”) and to borrow money thereunder in a principal amount not to exceed $4,000,000, pursuant to the provisions of Section 384.24A of the Code of Iowa, and has published notice of the proposed action and has held a hearing thereon on May 9, 2023; and WHEREAS, pursuant to the provisions of Section 384.28 of the Code of Iowa, the City intends to combine its authority under the Original Loan Agreement and the Additional Loan Agreement and to enter into a single loan agreement (the “Loan Agreement”); NOW, THEREFORE, Be It Resolved by the City Council of the City of Ames, Iowa, as follows: Ames / 419370-70 / 2nd ½ Hrg & Combine Water Rev. -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Section 1. The Original Loan Agreement and the Additional Loan Agreement are hereby combined into the Loan Agreement. The City Council hereby determines to enter into the Loan 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. Section 3. This resolution shall be in full force and effect immediately upon its adoption and approval, as provided by law. Passed and approved May 9, 2023. Mayor Attest: ______________________________ City Clerk • • • • On motion and vote, the meeting adjourned. Mayor Attest: City Clerk Ames / 419370-70 / 2nd ½ Hrg & Combine Water Rev. -4- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA ATTESTATION CERTIFICATE: STATE OF IOWA STORY COUNTY SS: CITY OF AMES I, the undersigned, City Clerk of the City of Ames, do hereby certify that 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 certain Loan Agreement and combining Loan Agreements, 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. WITNESS MY HAND this 9th day of May, 2023. City Clerk 781,475.36 1 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 Drinking Water Facilities Financing Program (the “Program”) established in the Code of Iowa, Sections 16.131 through 16.135 and Sections 455B.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. (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 June 13, 2023, approving and authorizing the execution of this Agreement and the issuance of the Revenue Bond (as defined herein). 2 (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 thi s Section. The Issuer thereafter shall make disbursements of a portion of the Loan for payment of costs of the Project upon receipt of the following: (a) a completed payment request on a form acceptable to and available from the Issuer; (b) current construction payment estimates; (c) engineering service statements; (d) purchase orders or invoices for items not included within other contracts; and (e) evidence that the costs for which the disbursement is requested have been incurred. Solely with respect to the request for the final disbursement of proceeds of the Loan, the Participant shall submit to the Issuer (via the Department), in addition to items (a) through (e) above, a certification of completion and acceptance of the Project by the Participant or evidence of an acceptable settlement if the Project is subject to a dispute between the Participant and any contractor. Disbursements shall be made in a timely fashion following the receipt of the information as set forth above. Unless otherwise agreed to in writing by the Issuer, funds shall be payable to 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 3 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 accompa nied by a legal opinion of bond counsel, in form satisfactory to the Issuer, to evidence the legality, security position and tax-exempt status of interest on the Revenue Bond. The parties agree that a payment of principal of or interest on the Revenue Bond shall be deemed to be a payment of the same on the Loan and a payment of principal of or interest on the Loan shall be deemed to be a payment of the same on the Revenue Bond. Unless otherwise agreed to in writing by the Issuer, all payments of principal and interest due under the Loan shall be made via automated clearinghouse transfer, from an account specified by the Participant. The Revenue Bond shall be dated the date of delivery to the Issuer, with interest and the Servicing Fee (together, the “Interest Rate” as set forth in Section 6 hereof) payable semiannually on June 1 and December 1 of each year (unless the resolution authorizing a previous series of outstanding bonds on a parity with the Revenue Bond requires interest to be paid on other interest payment dates, in which case such other dates shall apply) from the date of each disbursement of a part of the Loan from the Issuer to the Participant (which are initially expected to be on approximately the dates set forth on Exhibit A attached hereto and incorporated herein). The first repayment of principal of the Loan shall be due and payable not later than one year after substantial completion of the Project and payments of principal, interest and the Servicing Fee shall continue thereafter until the Loan is paid in full. Following the final disbursement of Loan proceeds to the Participant, Exhibit A shall be adjusted by the Issuer, with the approval of the Participant, based upon actual disbursements to the Participant under the Agreement. Such revised Exhibit A thereafter shall be deemed to be incorporated herein by reference and made a part hereof and shall supersede and replace that initially attached hereto and to the Revenue Bond. The Revenue Bond shall be subject to optional redemption by the Participant at a price of par plus accrued interest (i) on any date upon receipt of written consent by the Issuer, or (ii) in the event that all or substantially all of the Project is damaged or destroyed. Any such optional redemption of the Revenue Bond by the Participant may be made from any funds regardless of source, in whole or from time to time in part, upon not less than thirty (30) days ’ notice of redemption by e-mail, facsimile, certified or registered mail to the Issuer (or any other registered owner of the Revenue Bond). The Revenue Bond is also subject to mandatory redemption in the 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 4 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) ($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 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 5 limitation, the Agreement and the Revenue Bond and (F) to pay all other amount s 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 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 Internal Revenue Service and the Regulations. 6 (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. 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. 7 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. 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. 8 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, sha ll 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. [IFA 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: Chief Bond Programs Director EXHIBIT A ESTIMATED DISBURSEMENTS AND DEBT SERVICE REPAYMENT SCHEDULE 2 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 - Final Maturity Date Jun 1, 2043 Estimated Draw #1- Jun 28, 2023 505,894.00 Loan Period in Years 20 Estimated Draw #2- Aug 16, 2023 1,300,000.00 Total Loaned Amount 12,161,000.00$ Estimated Draw #3- 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 #6- Feb 28, 2024 1,300,000.00 Total Interest 2,272,179.85$ Estimated Draw #7- Apr 17, 2024 1,300,000.00 Servicing Fee Rate 0.25%Estimated Draw #8- Jun 5, 2024 1,300,000.00 Total Servicing Fees 324,597.13$ Estimated Draw #9- Jul 24, 2024 1,300,000.00 Total Loan Costs 2,657,581.98$ Estimated Draw #10- Sep 11, 2024 1,189,301.00 Held for Final Docs - Dec 4, 2024 5,000.00 Total Loaned Amount 12,161,000.00 Payment Date Beginning Balance Principal Interest Servicing Fee Total Loan Payment Total Annual Debt Service Ending Balance Dec 1, 2023 3,166,699.00 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 93,919.09 13,417.01 107,336.10 11,806,000.00 Jun 1, 2025 11,811,000.00 400,000.00 103,345.52 14,763.65 518,109.17 625,445.27 11,411,000.00 Dec 1, 2025 11,411,000.00 99,846.25 14,263.75 114,110.00 11,411,000.00 Jun 1, 2026 11,411,000.00 533,000.00 99,846.25 14,263.75 647,110.00 761,220.00 10,878,000.00 Dec 1, 2026 10,878,000.00 95,182.50 13,597.50 108,780.00 10,878,000.00 Jun 1, 2027 10,878,000.00 544,000.00 95,182.50 13,597.50 652,780.00 761,560.00 10,334,000.00 Dec 1, 2027 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 9,780,000.00 Dec 1, 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 Dec 1, 2029 9,214,000.00 80,622.50 11,517.50 92,140.00 9,214,000.00 Jun 1, 2030 9,214,000.00 577,000.00 80,622.50 11,517.50 669,140.00 761,280.00 8,637,000.00 Dec 1, 2030 8,637,000.00 75,573.75 10,796.25 86,370.00 8,637,000.00 Jun 1, 2031 8,637,000.00 588,000.00 75,573.75 10,796.25 674,370.00 760,740.00 8,049,000.00 Dec 1, 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 74,490.00 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 8,546.25 692,370.00 760,740.00 6,213,000.00 Dec 1, 2034 6,213,000.00 54,363.75 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 Dec 1, 2035 5,576,000.00 48,790.00 6,970.00 55,760.00 5,576,000.00 Jun 1, 2036 5,576,000.00 650,000.00 48,790.00 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 49,260.00 4,926,000.00 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 4,263,000.00 Jun 1, 2038 4,263,000.00 676,000.00 37,301.25 5,328.75 718,630.00 761,260.00 3,587,000.00 Dec 1, 2038 3,587,000.00 31,386.25 4,483.75 35,870.00 3,587,000.00 Jun 1, 2039 3,587,000.00 689,000.00 31,386.25 4,483.75 724,870.00 760,740.00 2,898,000.00 Dec 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 25,357.50 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 2,195,000.00 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 Dec 1, 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 Estimated Amortization Schedule City of Ames Water Revenue Bond FS-85-21-DWSRF-009 Loan summary Estimated Draw Schedule As of 6/1/2023 INVESTING IN IOWA'S WATER www.iowasrf.com EXHIBIT B AUTHORIZATION/ISSUANCE RESOLUTION OF PARTICIPANT UNITED STATES OF AMERICA STATE OF IOWA STORY COUNTY CITY OF AMES WATER REVENUE BOND, SERIES 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 1 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 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, 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 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”). 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 (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; 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 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. EXHIBIT A PRINCIPAL PAYMENT SCHEDULE Due Due 4859-0280-1258\1 SCHEDULE I TO 8038-G City of Ames, Iowa Water Revenue Bond, Series 2023 EIN: 42-6004218 PART VI, Line 38d 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.