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HomeMy WebLinkAboutA011 - Bond Purchase AgreementB&F DRAFT 05/27/03 BOND PURCHASE AGREEMENT AMONG CITY OF AMES, IOWA MARY GREELEY MEDICAL CENTER &M U.S. BANCORP PIPER JAFFRAY INC. Dated May 29, 2003 This instrument was drafted by: David C. Murphy Best & Flanagan LLP 225 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402-4331 (612) 339-7121 $32,000,000 CITY OF AMES, IOWA HOSPITAL REVENUE REFUNDING BONDS (MARY GREELEY MEDICAL CENTER) SERIES 2003 BOND PURCHASE AGREEMENT June 29, 2003 Mary Greeley Medical Center City of Ames, Iowa I I I I Duff Avenue 515 Clark Avenue Ames, Iowa 50010 Ames, Iowa 50010 Ladies and Gentlemen: The undersigned, U.S. Bancorp Piper Jaffray Inc. (the "Underwriter"), hereby offers to enter into this Bond Purchase Agreement with the City of Ames, Iowa (the "City"), as approved and agreed to by the Mary Greeley Medical Center (the "Medical Center"), an acute care hospital owned by, and located in, the City, for the purchase by the Underwriter of the Bonds described below. This offer is made subject to acceptance by the City and agreement by the Medical Center at or prior to: 5:00 P.M. on May 29, 2003, Central time, and upon Such acceptance this Bond Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the City, the Medical Center and the Underwriter. If not so accepted, this Bond Purchase Agreement will be Subject to withdrawal by the Underwriter upon notice delivered by the Underwriter to the City and the Medical Center at any time prior to the acceptance hereof by the City and the Medical Center. Purchase and Sale. Subject to the satisfaction by the City and the Medical Center of the terms and conditions set forth herein, subject also to the conditions precedent set forth herein, and in reliance upon the representations herein set forth or incorporated by reference, the Underwriter hereby agrees to purchase from the City upon the terms and conditions set forth herein and the City hereby agrees to sell to the Underwriter the Hospital Revenue Refunding Bonds (Mary Greeley Medical Center), Series 2003, of the City in the aggregate original principal amount of $32,000,000 (the "Bonds") (the Bonds being more fully described in Schedule I hereto, the Indenture and the Official Statement hereinafter mentioned). The expenses of selling the Bonds shall be paid as provided in Section 7 hereof. The Bonds shall be as described in the Official Statement of the City hereinafter mentioned, and shall be issued and secured pursuant to the resolution of the City approving the Bonds (the "Resolution") adopted on May 27, 2003, the Indenture hereinafter mentioned, this Bond Purchase Agreement and certain related instruments. The Bonds shall be issued pursuant to a certain Indenture of Trust, dated as of .June 1, 2003 (the "Indenture"), between the City, the Medical Center and Wells Fargo Bank Iowa, National Association, as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, the Medical Center agrees to make payments of principal and interest on the Bonds on behalf of the City. Payment of principal of and interest on the Bonds will also be guaranteed by an Financial Guaranty insurance policy (the "Bond Insurance Policy") issued by Ambac Assurance Corporation (the "Bond Insurer"). The proceeds from the sale of the Bonds to be received by the City will be used (i) to refund the City's outstanding $21,000,000 I-lospital Revenue Bonds (Mary Greeley Medical Center Project), Series 1992 (the "1992 Bonds"); (ii) to refund the City's outstanding $24,000,000 Hospital Revenue Bonds (Mary Greeley Medical Center Project), Series 1993 (the "1993 Bonds" and, together with the 1992 Bonds, the "Prior Bonds"); (11*0 to fund a debt service reserve fund for the benefit of the Bonds and (1v) to pay expenses incurred in connection with the issuance of the Bonds. Terms not defined herein shall have the meaning given thereto in the Indenture. Concurrently with the issuance of the Bonds, the City, the Medical Center and the Trustee will enter into an Escrow Agreement, dated as Of June 1, 2003 (the "Escrow Agreement"), to provide for the reftinding of the Prior Bonds. 2. Official Statement. (a) The City shall deliver or cause to be delivered to us, promptly upon the completion thereof, copies of the Official Statement of the City relating to the Bonds in the form of the Preliminary Official Statement dated May 22, 2003 (the "Preliminary Official Statement") with only such changes therein as shall have been accepted by us (such Preliminary Official Statement with such changes, if any, and including the cover page and all appendices, exhibits, maps, reports and statements included therein or attached thereto, together with such amendments or supplements thereto as are adopted by the City and the Medical Center in accordance herewith being herein called the "Final Official Statement"), signed on behalf of the City by its authorized representative and signed on behalf of the Medical Center by its authorized representative. In connection with the offering and sale of the Bonds, the City and the Medical Center authorize the use by the Underwriter of copies of the Preliminary Official Statement and Final Official Statement with respect to the Bonds (such Final Official Statement together with any amendments or supplements from time to time that may be authorized for use with respect to the Bonds as herein provided being referred to as the "Official Statement"), together with copies of the Resolution, the Indenture and the other documents described therein. The City and the Medical Center hereby ratify and consent to the use by the Underwriter of the Preliminary Official Statement and Official Statement in connection with the sale of the Bonds. N (b) The City, on behalf of itself and any other "issuers" within the meaning of the Rule (defined hereinafter), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Final Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Rule"), and with Rule G-32 and all other applicable rules of the Municipal Securities Rulernaking Board (the "MRSB"). The City agrees to deliver such Final Official Statements within seven (7) business days after the execution hereof. (c) The Underwriter shall give notice to the City and any additional "Issuer" on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Final Official Statements pursuant to paragraph (b)(4) of the Rule. (d) The Underwriter agrees that it shall, until a Final Official Statement in available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Final Official Statement, as most recently supplemented or amended (if any). (e) The Underwriter agrees from the time the Final Official Statement becomes available until the earlier of (i) ninety (90) days from the end of the underwriting period or (ii) the time when the Final Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than twenty-five (25) days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to ally potential customer, on request, at least one copy of the Final Official Statement. 3. Representations. (a) To the best knowledge of the City and in reliance upon the opinions referred to in Sections 5(d)(1) and 5(d)(ii) hereof, the City represents to and agrees with the Underwriter as follows: (1) The statements and information contained in the Official Statement with respect to the City are, and as of the date of Closing such information in the Final Official Statement will be, true and correct in all material respects. If, at any time prior to the earlier of (A) receipt of notice from the Underwriter pursuant to Section 2(c) hereof that Final Official Statements are no longer required to be delivered under the Rule or (B) ninety (90) days after the Closing, any event occurs with respect to the City as a result of which the Preliminary Official Statement or the Final Official Statement as then amended or supplemented might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the City shall promptly notify the Underwriter in writing of such events. Any information supplied by the City for inclusion in any amendments or supplements to the Preliminary Official Statement or the Final Official Statement will be accurate in all material respects. -3- (10 The City is duly organized and existing as a municipal corporation of the State of Iowa (the "State") created and existing under the laws of the State and the City has full legal right, power and authority pursuant to the Constitution and laws of the State, including Division V of Chapter 384 of the Code of Iowa, as amended (the "Act"), to issue the Bonds, to reftind the Prior Bonds, to enter into this Bond Purchase Agreement, the Indenture, the Escrow Agreement, the Continuing Disclosure Agreement, dated as of June 1, 2003 (the "Continuing Disclosure Agreement"), by and among the City, the Medical Center and the Trustee, to pledge the trust estate as defined in the Indenture and as described in the Official Statement, and to use the proceeds of the Bonds to refund the Prior Bonds. (I ii) The execution and delivery of this Bond Purchase Agreement does not, and the execution and delivery of the Bonds, the Continuing Disclosure Agreement, the Escrow Agreement and the Indenture, and the adoption of the Resolution, and compliance with the provisions of each of them, under the circumstances contemplated thereby, will not, in any material respect, conflict with or Constitute on the part of the City a breach of or default under any other agreement or instrument to which the City is a party or any existing law, administrative regulation, court order or consent decree to which the City is subject. (iv) All approvals, consents and orders of any governmental authority, board, agency, council, commission or other body in or of the City or the State having Jurisdiction I condition performance by the City Jurisdiction which would constitute a condition precedent to the pei of its obligations hereunder and under the Indenture, the Escrow Agreement, the Continuing Disclosure Agreement and the Bonds, have been obtained or, if not, will be obtained at the time of or prior to the Closing (provided no representation or warranty i I s expressed as to any action required under federal or state securities or Blue Sky laws in connection with the purchase and sale of the Bonds by the Underwriter). (v) No litigation is pending or, to the knowledge of the City, threatened (A) seeking to restrain or enjoin the issuance or delivery of any of the Bonds or the application of proceeds of the Bonds as provided in the Indenture or the collection of revenues of the City pledged under the Indenture, (B) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Indenture, the Escrow Agreement, the Continuing Disclosure Agreement, the Resolution or this Bond Purchase Agreement, or (C) in any way contesting the existence or powers of the City. (vi) The City has not been, within the last five years, in default as to principal 01, interest with respect to any obligation issued by or guaranteed by the City or with respect to which the City is an obligor. (vii) The Preliminary Official Statement was, as of its date, and is, as of this date, "final" within the meaning of paragraph (b)(1) of the Rule. N (b) The Medical Center represents to and agrees with the Underwriter as follows: (i) The Medical Center approves the distribution and use of the Preliminary Official Statement and Final Official Statement. The statements and the information set forth and incorporated by reference in the Preliminary Official Statement are true and correct and all such statements and information set forth and incorporated by reference in the Final Official Statement as of Closing are true and correct in all material respects and the Preliminary Official Statement does not and the Final Official Statement will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statement therein, in light of the circumstances under which it is made, not misleading. (11) If, at any time prior to the earlier of (A) receipt of notice from the Underwriter pursuant to Paragraph 2(c) hereof that Final Official Statements are no longer required to be delivered under the Rule or (B) ninety (90) days after the Closing, any event occurs as a result of which the Preliminary Official Statement or the Final Official Statement as then amended or supplemented might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they made, not misleading, the Medical Center shall promptly notify the Underwriter thereof in writing. Upon the request of tile Underwriter, the Medical Center shall prepare and deliver to the Underwriter at the expense of the Medical Center as many copies of an amendment or supplement to the Preliminary Official Statement or the Final Official Statement which will correct any untrue statement or omission therein as the Underwriter may reasonably request. (iii) The Medical Center is duly organized and existing as an acute care hospital created and existing under the laws of the State and the Medical Center has full legal right, power and authority pursuant to the Constitution and laws of the State to enter into this Bond Purchase Agreement, the Indenture, the Escrow Agreement and the Continuing Disclosure Agreement, and to carry out and consummate all transactions contemplated by Such documents. (iv) The execution and delivery of this Bond Purchase Agreement does not, and the execution and delivery of the Continuing Disclosure Agreement, the Indenture and the Escrow Agreement (the Bond Purchase Agreement, the Escrow Agreement, the Indenture and the Continuing Disclosure Agreement being collectively referred to herein as the "Medical Center Documents"), and compliance with the provisions of each of them, under the circumstances contemplated thereby, will not, in any material respect, conflict with or constitute on the part of the Medical Center a breach of or default under any other agreement or 'instrument to which the Medical Center is a party or any existing law, administrative regulation, court order or consent decree to which the Medical Center is subject. (v) All approvals, consents and orders of any governmental authority, board, agency, council, commission or other body in or of any state and the federal government -5- having Jurisdiction which would constitute a condition precedent to the performance by the Medical Center of" its obligations hereunder and under the other Medical Center Documents, have been obtained or, if not, will be obtained at the time of or prior to the Closing (provided no representation or warranty is expressed as to any action required Linder federal or state securities or Blue Sky laws in connection with the purchase and sale of the Bonds by the Underwriter). (vi) This Bond Purchase Agreement is, and the other Medical Center Documents, when each of them has been executed and delivered by the Medical Center, will, assuming due authorization, execution and delivery by the other parties thereto, each constitute a valid and binding obligation of the Medical Center, enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other similar laws affecting creditors' rights or remedies heretofore or hereafter enacted. (v 10 No litigation is pending or, to the knowledge of the Medical Center, threatened (A) seeking to restrain or enjoin the issuance or delivery of the Bonds or the application of proceeds of the Bonds as provided in the Indenture or the collection of revenues pledged under the Indenture, (B) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, or any other Medical Center Documents, or (C) in any way affecting the property of the Medical Center or contesting the existence or powers of the Medical Center. (viii) The Preliminary Official Statement was, as of its date, and the Final Official Statement is, as of this date, "final" within the meaning of (b)(1) orthe Rule. (ix) The Medical Center has not been, within the last five years, in defill,11t as to principal or interest with respect to any obligation issued by or guaranteed by the Medical Center or with respect to which the Medical Center is an obligor. (x) The Medical Center is exempt from Federal income taxes pursuant to Section 115 of an the Internal Revenue Code of 1986, as amended (the "Code"), and accordingly exempt from taxation on its revenue, other than unrelated business income. 4. Closing. At 10:00 A.M., Central time, on June 11, 2003 or such later date as we mutually agree upon (the "Closing"), the City will deliver or cause to be delivered to us, at the offices of the Underwriter or at such other place as we may mutually agree upon, the Bonds in definitive fully registered form, duly executed and authenticated. In addition, the other documents hereinafter mentioned will be delivered at the offices of Dorsey & Whitney LLP, and the Underwriter will accept such delivery and pay the purchase price thereof in federal funds payable to the order of the City or the order of such person as the City shall direct and such funds shall be available to the City on the date of Closing. The Bonds will be delivered as fully registered bonds in such authorized denominations and registered in the name of Cede & Co. and in such amounts as the Underwriter may have requested not less than five (5) business days prior to the Closing. The City will deposit with the -6- Trustee, as agent to The Depository Trust Company (or such other acceptable depository institution), any or all of the Bonds, registered in such name or names as the Underwriter may request. The Bonds will be made available for checking and authentication not less than 48 hours prior to the Closing, at such place as the City and the Underwriter shall agree. It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error in the printing of such numbers shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for any Bonds. The Underwriter and the City will cooperate to obtain the CUSIP numbers. Simultaneously with the delivery of the Bonds, the City shall cause to be delivered to the Underwriter opinions of Bond Counsel dated the date of such delivery as provided in Section 5(d)(1) below. 5. Conditions Precedent. The Underwriter has entered into this Bond Purchase Agreement in reliance upon (i) the representations, warranties and agreements of the City contained herein and in the Indenture, the Continuing Disclosure Agreement and the Resolution; (d) the representations, warranties and agreements of the Medical Center contained herein and in the other Medical Center Documents; and (iii) the performance by the City and the Medical Center of then- obligations hereunder, if any, and under the above -mentioned documents, both as of the date hereof and as of the date of the Closing. The Underwriter's obligation Linder this Bond Purchase Agreement is and shall be subject to the following further conditions: (a) The representations and warranties of the City and the Medical Center contained herein shall be true, complete and correct on the date of acceptance hereof and on and as of the date of the Closing with the same effect as if made on the date of the Closing. (b) At the time of the Closing, the Official Statement, the Resolution, the Indenture, the Escrow Agreement, the Bond Insurance Policy and the Continuing Disclosure Agreement shall be in full force and effect, shall each be in form and substance acceptable to the Underwriter in all respects, and shall not have been amended, modified or supplemented except as may have been agreed to in writing by us; and you shall have duly adopted and there shall be in full force and effect such ordinances and resolutions, and entered into such agreements, as, in the opinion of Dorsey & Whitney LLP (herein "Bond Counsel"), and in the opinion of Best & Flanagan LLP (herein "Underwriter's Counsel"), shall be necessary in connection with the transactions contemplated hereby or the documentation of security for the Bonds. (c) The Underwriter may terminate this Bond Purchase Agreement by notification in writing or by telegram to the City and the Medical Center if at any time subsequent to the date hereof and at or prior to the Closing: (A) legislation shall be enacted by, or favorably reported out of committee to, either House of the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, or a regulation or ruling shall be issued or proposed by or on behalf of the Treasury Department, the Internal Revenue Service, or any other agency of the Federal government having jurisdiction, or a release or official statement shall be issued by the Treasury Department, the Internal Revenue Service of the United States, or any other agency of the Federal government having jurisdiction, with respect to Federal taxation -7- upon interest received on obligations of the character of the Bonds, which, in the reasonable judgment of the Underwriter, materially adversely affects the market for the Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Bonds; or (B) a stop order, ruling, regulation, proposed regulation or statement by or on behalf of the Securities and Exchange Commission shall be issued or made to the effect that the issuance, offering, sale or distributioti of obligations of the character of the Bonds is in violation of any provisions of the Securities Act of 1933, as amended (the "1933 Act"), or of the Trust Indenture Act of 1939, as amended (the ``1939 Act"); or (C) the Congress of the United States of America shall enact a law, or a bill shall be favorably reported out of committee of either House, or a decision by a court of the United States of America shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the Securities and Exchange Commission or any other agency of the Federal government having jurisdiction of the subject matter shall be made, to the effect that securities of the City or of any similar public body are not exempt from the registration, qualification or other requirements of the 1933 Act or the 1939 Act; or (D) the United States of America shall have become engaged in hostilities which have resulted in a declaration of war or a national emergency; or (E) there shall have occurred a general Suspension of trading on the New York Stock Exchange; or (F) a general banking moratorium shall have been declared by the United States of America, State of New York or State of Iowa authorities; or (G) an event shall occur which in the reasonable Judgment of the Underwriter (1) makes untrue or incorrect in any material respect, as of the time Of Such event, any statement or information contained in the Official Statement or which is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect and/or (2) materially adversely affects the market for the Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Bonds; or (1-1) all documentation in connection with the issuance of the Bonds shall not be satisfactory in form and substance to the Underwriter or its counsel; or (1) economic, market or other conditions shall occur or exist which, in the reasonable judgment of the Underwriter, render the Bonds incapable of being sold on terms reasonably acceptable to the Underwriter; or (J) the results of any due diligence efforts by the Underwriter with respect to the proposed issuance of the Bonds shall not, in the sole discretion of the Underwriter, be satisfactory to the Underwriter; or (K) any suit, proceeding, litigation or other action shall be commenced, or, if commenced prior to the date hereof, shall be continuing or have been adjudicated, which, in any event, in the reasonable judgment of the Underwriter, may affect the marketing, sale or delivery of the Bonds; or (L) the Underwriter, the Medical Center and the City shall not have reached agreement as to the terms of any of the agreements referred to in this Bond Purchase Agreement. (d) At or prior to the Closing, the Underwriter shall have received the following documents (in each case with such changes as the Underwriter shall approve): (i) The unqualified approving opinion of Bond Counsel, dated the date of the Closing, substantially in the form attached to the Official Statement as Appendix F, together with a reliance letter addressed to the Bond Insurer, and a supplementary opinion of Band Counsel dated the date of the Closing, in substantially the form attached hereto as Exhibit A, -8- (i 1) The opinion of John R. Klaus, Esq., Counsel to the City and the Medical Center, dated the date of Closing and addressed to the City, Bond Counsel, Counsel to the Underwriter, the Bond Insurer and the Underwriter, in substantially the form attached hereto as Exhibit B, (111) The opinion of Best & Flanagan LLP, counsel to the Underwriter, dated the date of the Closing and addressed to the Underwriter, in substantially the forrn attached hereto as Exhibit C; (iv) A certificate of the City, signed by the Mayor of the City, dated the date of the Closing, to the effect that (A) the representations, warranties and agreements of the City contained herein and in the Resolution, the Indenture, the Escrow Agreement and the Continuing Disclosure Agreement are true and correct in all material respects as of the date of the Closing; (B) no litigation is pending or threatened, to the knowledge of the City, (1) seeking to restrain or enjoin the issuance or delivery of any of the Bonds or the collection of revenues or other security pledged Linder the Indenture or the Resolution, (2) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Resolution, the Indenture, the Escrow Agreement, the Continuing Disclosure Agreement or this Bond Purchase Agreement, or (3) in any way contesting the existence or powers of the City; and (C) the information ill the Official Statement is true, accurate and complete in all material respects; (v) A certificate of the Medical Center, signed by the President of the Medical Centel-, dated the date of the Closing, to the effect that (A) the representations, warranties and agreements of the Medical Center contained herein and in the Medical Center Documents are true and correct in all material respects as of the date of the Closing; (B) no litigation is pending or threatened, to the knowledge of the Medical Center, (1) seeking to restrain or enjoin the issuance or delivery of any of the Bonds or the collection of revenues or other security pledged under the Indenture, (2) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Resolution, the Indenture or any of the other Medical Center Documents, or (3) in any way contesting the existence or powers of the Medical Center; (C) no event affecting the Medical Center has occurred since the date of the Official Statement which should be disclosed in the Official Statement, for the purpose for which it is to be used or which should be disclosed therein in order to make the statements and information therein not misleading in any material respect; (D) the information in the Official Statement is true, accurate and complete in all material respects; (E) all resolutions and other actions required to be approved or taken by or on behalf of the Medical Center authorizing and approving the transactions described or contemplated in this Bond Purchase Agreement or in the Official Statement, the execution of or approving of" the respective forms of, as the case may be, this Bond Purchase Agreement, the Indenture, the Medical Center Documents and the Bonds have been duly approved by the Board of Directors of the Medical Center, are in full force and effect and have not been modified, amended or repealed; (F) the Medical Center is an acute care hospital organized and validly existing Linder the laws of the State with full power and authority to own its properties and -9- conduct its business; (G) the Medical Center has all necessary licenses, approvals, accreditations and permits presently required under federal, state and local laws to own and operate its facilities (H) all conditions precedent required by the commitment for the Bond Insurance Policy have been satisfied or waived in writing by the Bond Insurer; and (1) no proceedings are pending or, to the knowledge of such officer, threatened in ally way which would subject any income of the Medical Center to federal income taxation; (v 1) Certified copies of the Medical Center's resolutions or comparable actions of its Board of Trustees authorizing the execution and delivery of the Medical Center Documents and approving the Bonds and the Official Statement; (v 10 A certificate from an authorized officer of the Bond Insurer, substantially in the form attached hereto as Exhibit D-, (viii) The opinion of counsel of the Bond Insurer, dated as of the Closing, addressed to the Trustee, the City, the Underwriter and counsel to the Underwriter, Substantially in the form attached hereto as Exhibit E. (ix) A Tax Exemption Agreement in form satisfactory to Bond Counsel; (x) Evidence that Moody's Investors Services has issued a rating for the Bonds which is riot lower than the rating set forth in the Official Statement and that such rating is in effect at the date of Closing and is not then being reviewed; and (xi) Such additional legal opinions, certificates, proceedings, agreements, instruments and other documents as counsel for the Underwrite]-, or Bond Counsel, may reasonably request to evidence compliance with any legal requirements, to provide such additional assurances as the Underwriter may request, the truth and accuracy, as of the time of Closing, of any representations given and the due performance or satisfaction at or prior to such time of all agreements then to be performed and all conditions then to be satisfied as conditions precedent to the issuance of the Bonds. If the City or the Medical Center shall be unable for any reason to satisfy the conditions of the Underwriter's obligation contained in this Bond Purchase Agreement or if the Underwriter's obligation shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter, the City nor the Medical Center shall have any further obligations or liability hereunder, except that the respective obligations of the City, the Medical Center and the Underwriter set forth in Section 7 hereof, shall continue in full force and effect. 6. Amendments to Official Statement. After the date of the Official Statement and so long as the Underwriter, or dealers, if any, participating in the original distribution of the Bonds, are offering Bonds which constitute the whole or a part of their unsold participations, the City or the Medical Center will (a) not adopt any amendment of or supplement to the Official Statement without the prior written consent of the Underwriter, and (b) during such period or for -10- forty-five (45) days from the date of the Closing, whichever is earlier, if any event relating to or affecting the Official Statement shall occur as a result of which, in the reasonable judgment of the Underwriter, it is necessary to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it Is delivered to a purchaser, forthwith prepare and furnish to the Underwriter, at the expense of the Medical Center, a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter) which will amend or supplement the Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. For the purposes of, and during the period of time provided by this Section, the City and the Medical Center will furnish, or cause to be furnished, Such information with respect to itself as the Underwriter may from time to time reasonably request. 7. Payment of Expenses. (a) Upon and subject to the issuance, sale and delivery of the Bonds by the City, the Medical Center agrees to pay either directly or, to the extent permitted under federal tax law as determined by Bond Counsel, from the proceeds of the Bonds, all expenses and costs to effect the authorization, preparation, issuance, delivery and sale of the Bonds, Including, without limitation, (i) the Underwriter fee of $- (11) rating agency fees and expenses, if any, (II0 the fees and disbursements of Bond Counsel, the fees and disbursements of the City and the Trustee, (Iv) the fees and disbursements of Underwriter's counsel, (v) the fees and expenses of Underwriter's counsel in connection with qualification of the Bonds for sale under any Blue Sky or other securities laws and regulations of various jurisdictions and preparation of any Blue Sky Survey, (vi) the fees and expenses of certified public accountants, (vil) the expenses and costs for the printing and distribution of the Bonds, the Preliminary Official Statement and the Final Official Statement, (vll"l) the expenses and costs for photocopying the Preliminary Official Statement, the Final Official Statement, the Resolution, the Indenture and the Medical Centel - Documents and all other agreements and documents contemplated hereby, (ix) the premium for the Bond Insurance Policy, and (x) the various other expenses and costs of Closing. (b) If the Bonds are not issued and delivered by the City to the Underwriter, as a result of the failure by the City or the Medical Center to perform any of its obligations under this Bond Purchase Agreement (other than a failure of the Underwriter to comply with its obligation set forth in Section I hereof, if such obligation is not otherwise excused or terminated as provided herein) or as a result of the City falling to reach agreement with the Underwriter or the Bond Insurer as to the terms and conditions of the transactions and documents contemplated hereby, the City agrees that it shall pay all expenses set forth in this Section 7 including all reasonable fees and expenses of Best & Flanagan LLP, counsel to the Underwriter. 8. Rule 15c2-12 and Related Matters. Each of the parties hereto agrees to reasonably cooperate with each other in order to permit the Underwriter to comply with certain requirements of the Rule. The Underwriter has obtained and reviewed the Official Statement and, on the basis of such review, the Underwriter states that it has no reason to believe that the key representations contained therein are not truthful and complete (and in reaching such conclusion the Underwriter has relied upon (a) the accuracy and completeness of the financial reports of tile Medical Center included in Appendix A and Appendix B to the Preliminary Official Statement; (b) the accuracy and completeness of the discussion under the heading "TAX EXEMPTION AND RELATED CONSIDERATIONS" in the Preliminary Official Statement; and (c) the accuracy of all the other information furnished by the Medical Center). 9. Indemnification. The City and the Medical Centel- agree to indemnify and hold harmless the Underwriter and each person, if any, who controls (as such term is defined in Section 15 of the 1933 Act) the Underwriter against any and all losses, claims, damages and liability (a) arising out of any statement or information in the Preliminary Official Statement or Final Official Statement or any statement or the information, statements and the material incorporated by preference therein, that is untrue in any material respect or the omission therefrom of any statement which should be contained therein as of the date of the delivery of the Bonds for the purpose for which a Preliminary Official Statement or Final Official Statement is to be used or which is necessary to make the statements and information therein not misleading in any material respect; and (b) to the extent of the aggregate arnount paid in settlement of any litigation commenced or threatened arising frorn a claim based upon any such untrue statement or omission if such settlement is effected with the written consent of the City and of the Medical Center. In case any claim shall be made or action brought against the Underwriter or any controlling person (as aforesaid) based upon the Preliminary Official Statement or Final Official Statement, in respect of which indemnity may be sought against the City or the Medical Center, the Person or Persons seeking indemnity shall promptly notify the City or the Medical Center in writing setting forth the particulars of such claim or action and the City or the Medical Center shall assume the defense thereof including the retention of counsel and the payment of all expenses. The Person or Persons seeking indemnity or any such controlling person shall have the right to retain separate counsel in any such action and to participate in the defense thereof" but the fees and expenses of such counsel shall be at the expense of such person seeking such indemnity unless (1) the retention of such counsel has been specifically authorized by the City or the Medical Centel• or (ii) in the reasonable judgment of the person seeking such indemnity, such separate counsel is advisable by reason of any actual or potential conflict of interest or by reason of separate defenses. The indemnities contained herein shall survive the Closing under the Bond Purchase Agreement and any investigation made by or on behalf of the City, the Medical Centel-, the Underwriter or any person who controls any Of Such parties of any matters described in or related to the transactions contemplated hereby and by the Final Official Statement, the Resolution, the Indenture and any Medical Center Documents. 10. Notices. Any notice or other C011117171 Lill i cati oil to be given to the City or the Medical Center under this Bond Purchase Agreement may be given by delivering the same in writing to the addresses set forth above, and any such notice or other communication to be given -12- to the Underwriter may be given by delivering the same in writing to the Underwriter at 800 Nicollet Mall, 13tt' Floor, Minneapolis, MN 55402 c/o Manager, Public Finance Department. 11. Benefit. This Bond Purchase Agreement is made solely for the benefit of the City, the Medical Center and the Underwriter (including its successors or assigns but excluding any purchaser, as such purchaser, of a Bond from the Underwriter), and no other person, partnership, association or corporation shall acquire or have any right hereunder or by virtue hereof. 12. Approval. The approval of the Underwriter when required hereunder or the determination of its satisfaction as to any document referred to herein shall be in writing signed by the undersigned and delivered to you. 13. Governintl Law; Counterparts; Consent to Jurisdiction. This Bond Purchase Agreement shall be governed by the laws of the State (without giving effect to the conflicts of laws principles thereof) and may be executed in several Counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. Any dispute or claim arising from or relating to this Bond Purchase Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the American Arbitration Association pursuant to the Commercial Arbitration Rules as then in force, except as modified by the specific provisions of this Bond Purchase Agreement. The law applicable to the validity of' this arbitration provision, the conduct of the arbitration, including any resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the Uniform Arbitration Act, Code of Iowa, Chapter 679A. The parties agree that the State courts and the federal courts located in the State shall have exclusive jurisdiction over an action brought to enforce the rights and obligations arising frorn this provision to arbitrate, and each of the parties hereto irrevocably submits to the jurisdiction of said courts. Notwithstanding the foregoing, however, application may be made by any party to any court of competent Jurisdiction wherever situated for enforcement of any judgment and the entry of whatever orders are necessary for Such enforcement. Process in any action arising out of or relating to this Bond Purchase Agreement may be served on any party to this Bond Purchase Agreement anywhere in the world by delivery in person against receipt or by registered or certified mail, return receipt requested. The arbitration shall be conducted before a tribunal composed of one neutral arbitrator chosen by mutual agreement of the parties or, if no such mutual selection is made, in accordance with the procedures of the Commercial Arbitration Rules. The arbitrator shall be an attorney admitted to the Bar of the State who shall have practiced for at least fifteen (15) years, and shall have significant expertise in the areas of public and health care finance. The arbitrator shall determine the rights and obligations of the parties according to the Substantive laws of the State, excluding conflicts of laws principles. The arbitration award shall be based on and accompanied by a written opinion containing findings of fact and conclusions of law. The place of arbitration shall be in Iowa unless otherwise agreed by the parties or unless the arbitrator designates some other location. -13- 14. Limited Liability of the City. It is acknowledged and agreed that no representations, warranties, agreements or provisions contained in this Bond Purchase Agreement nor any representation, warranty, agreement, covenant or undertaking by the City contained in any document executed by the City in connection with the Bonds shall give rise to any pecuniary liability of the City or a charge against its general credit or taxing powers, or shall obligate the City financially in any way except with respect to the proceeds of the Bonds and the revenues specifically pledged to the payment of the Bonds under the Indenture. Notwithstanding anything to the contrary contained herein, no failure of the City to comply with any term, condition, representation, warranty, covenant or agreement herein shall subject the City to liability for any claim for damages, costs or other financial or pecuniary charge except to the extent that the same can be paid or recovered from such revenues or proceeds of the Bonds; and no execution on any claim, demand, cause of' action or judgment shall be levied upon or collected from the general credit or taxing powers of the City. -14- U.S. BANCORP PIPER JAFFRAYINC., as Underwriter herein specified By Its Managing Director Signature Page to Bond Purchase Agreement Mary Greeley Medical Center S-1 Approved and Agreed to: CITY OF AMES, IOWA By Its: Mayor Attest: By Its: City Clerk Signature Page to Bond Purchase Agreement Mary Greeley Medical Center m Approved and .Agreed to: MARY GREELEY MEDICAL CENTER By Its: President Signature Page to Bond Purchase Agreement Mary Greeley Medical Center S-3 SCHEDULEI $32,000,000 CITY OF AMES, IOWA HOSPITAL REVENUE REFUNDING BONDS (MARY GREELEY MEDICAL CENTER) SERIES 2003 MATURITY SCHEDULE $21,380,000 Serial Bonds Maturity Principal Interest Price or Maturity Principal Interest June j5) Amount Rate Yield L�qng15J Amount Rate 2004 $1,505,000 2011 $1,490,00 0 2005 1,570,000 2012 1,540,000 2006 1,600,000 2013 1,595,000 2007 1,630,000 2014 1,655,000 2008 1,110,000 2015 1,720,000 2009 1,140,000 2016 1,790,000 2010 1,175,000 2017 1,860,000 $10,620,000 % Term Bonds Due June 15, 2022, price % to yield (Plus Accrued Interest) Mandatory Scheduled Redemption Year Principal LJune 15) Amount 2018 $1,940,000 2019 2,030,000 2020 2,120,000 2021 2,215,000 2022* 2,315,000 Maturity SI-1 Price or Yield EXHIBIT A TO T] I E BOND PURCHASE AGREEMENT [Proposed Form Of Supplemental Opinion of Bond Counsel] June 11, 2003 U.S. Bancorp Piper Jaffray Inc. Best & Flanagan LLP 800 Nicollet Mall, 13"' Floor 225 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55402 Anibac Assurance Corporation One State Street Plaza New York, New York 10004 Re: $32,000,000 CITY OF AMES, IOWA HOSPITAL REVENUE REFUNDING BONDS (MARY GREELEY MEDICAL, CENTER) SERIES 2003 Ladies and Gentlemen: This opinion is being rendered pursuant to Section 5(d)(1) of the Bond Purchase Agreement, dated May 29, 2003 (the "Bond Purchase Agreement"), between the City of Ames, Iowa (the "City"), U.S. Bancorp Piper Jaffray Inc. and Mary Greeley Medical Center (the "Medical Center"). We have on this date delivered to you our opinion as Bond Counsel as to the validity of and the tax exemption of interest on the above -described Bonds. Terms used with initial capital letters but undefined in this opinion have the meanings set forth in the Bond Purchase Agreement. As to questions of fact material to our opinion, we have assumed the authenticity of and relied upon the certified proceedings, affidavits and certificates furnished to us without undertaking to verify the same by independent investigation. We advise you that, from our examination of the documents referred to in the opinion which we have rendered as Bond Counsel as described above and the Official Statement, dated June 1 2003, relating to the Bonds (the "Official Statement"), and on the basis of existing law, it is our opinion that: 1. The Bonds are exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended, and of Section 304(a)(4) of the Trust Indenture Act of 1939, as amended; and it is not necessary in connection with the sale of the Bonds to the public to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Indenture under the Trust Indenture Act of 1939, as amended. 2. The description of the Bonds and the Indenture under the captions "INTRODUCTORY STATEMEN'l .... "FIFE SERIES 2003 BONDS," "SECURITY FOR THE BONDS" and in Appendix C to the Official Statement conforms in all material respects to the provisions of the Bonds and the Indenture so described and the statements contained under the caption "TAX EXEMPTION AND RELATED CONSIDERATIONS" in the Official Statement conform in all material respects to the corresponding portion of our opinion as Bond Counsel which is purported to be summarized. Except as stated in this paragraph, we do not express, and have not been engaged to express, an opinion as to the accuracy, completeness or sufficiency of the Official Statement. We hereby consent to the references made to us on the cover of, and under the headings "TAX EXEMPTION AND RELATED CONSIDERATIONS" and "LEGAL MATTERS" in, the Official Statement. The foregoing opinions are being furnished to you solely for Your benefit and may not be relied upon by, nor may copies be delivered to, any other person without our prior written consent. Dated: June 11, 2003. M Very truly yours, EXI-IlBiT B TO THE BOND PURCHASE AGREEMENT [TO BE PROVIDED BY COUNSEL TO THE CITY AND THE MEDICAL CENTER] U.S. Bancorp Piper Jaffi-ay Inc. 800 Nicollet Mall Minneapolis, Minnesota 55402 Ambac Assurance Corporation One State Street Plaza New York, New York 10004 Best & Flanagan I.LP 225 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402 Re: $32,000,000 CITY OF AMES, IOWA HOSPITAL REVENUE REFUNDING BONDS (MARY GREELEY MEDICAL CENTER), SERIES 2003 Ladies and Gentlemen: We have acted as special counsel to the City of Ames, Iowa (the "City") and the Mary Greeley Medical Center (the "Medical Center"), in connection with the issuance of $32,000,000 Hospital Revenue Refunding Bonds (Mary Greeley Medical Center) Series 2003 (the "Bonds"). This opinion is being delivered to you pursuant to Section 5(d)(ii) of the Bond Purchase Agreement, dated May 29, 2003 (the "Bond Purchase Agreement"), between U.S. Bancorp Piper Jaffray Inc. (the "Underwriter"), the Medical Center and the City. All terms used with initial capital letters but not defined herein have the meanings assigned to them in the Bond Purchase Agreement. We have examined the following documents: (1) the Bond Purchase Agreement; (2) the Indenture of Trust, dated as of June 1, 2003 (the "Indenture"), between the City, the Medical Center and Wells Fargo Batik Iowa, National Association, as Trustee (the "Trustee"); (3) the Escrow Agreement, dated as of June 1, 2003 (the "Escrow Agreement"), by and among the City, the Medical Center and the Trustee; (4) the Continuing Disclosure Agreement, dated as of June 1, 2003 (the "Continuing Disclosure Agreement") among the City, the Medical Center and the Trustee; and (5) certificates and affidavits of representatives of the City, the Medical Center and other public officials. We have also reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinions set forth below. For purposes of this opinion, "Documents" means the Indenture, the Bond Purchase Agreement, the Escrow Agreement and the Continuing Disclosure Agreement. In rendering Our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to mm authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Medical Center, that Such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon the representations made in the Documents and upon certificates of officers of the Medical Center, the City and of other public officials (including, without limitation, those certificates delivered to others at the Closing). Based on the foregoing, we are of the opinion that: 1. The City is a municipal corporation duly created, validly existing and in good standing and the proceedings of the City show lawful authority for the issuance by the City of the Bonds under the laws of the State of Iowa (the "State") now in force. The City has full authority and power to issue and sell the Bonds, to use the proceeds of the Bonds to refund the Prior Bonds, to execute and deliver and perform its obligations under the Documents, and to carry out and consummate all other transactions to be carried out and consummated by it pursuant to the Documents. 2. The Medical Center is an acute care hospital duly created, validly existing and in good standing under the laws of the State now in force. The Medical Center has full authority and power to execute and deliver and perform its obligations under the Documents, and to carry out and consummate all other transactions to be carried out and consummated by it pursuant to the Documents. 3. The Medical Center is exempt from Federal income taxes pursuant to Section 115 of the Internal Revenue Code of 1986, as amended (the "Code"), and accordingly exempt from taxation on its revenue, other than unrelated business income. 4. The Medical Center has full power and authority to execute, deliver and perform its obligations Linder each of the Documents to which it is a party and to conduct its business as presently conducted and as described in the Official Statement. 5. The Documents and the Bonds have been duly authorized, executed and delivered by the City and, assuming due authorization and execution by the other parties thereto, constitute valid, legal and binding obligations of the City in accordance with their terms, and the Bonds are entitled to the benefit and security of the Indenture, subject to state and federal laws affecting the enforcement of creditors' rights generally. The City has duly authorized the use of the Official Statement by the Underwriter. 6. Each of the Documents has been duly authorized by all requisite corporate action, executed, and delivered by the Medical Center. 7. Each of the Documents constitutes the valid and binding obligation of the Medical Center enforceable in accordance with its terms. 8. No additional or further approval, consent or authorization of any governmental or public agency or authority not already obtained is required by the City in connection with (1) the issuance or sale of the Bonds to the Underwriter or (10 entering into and performing its obligations under the Documents and the Bonds. 9. There is no action, suit, proceeding or investigation (at law or in equity) before, pending before or by any court, public board or body, (or, to the best of our knowledge and information, threatened against or affecting the City), challenging the validity of the Documents, the Bonds or the Bond Resolution, seeking to enjoin any of the transactions contemplated thereby or the performance by the City of any of its obligations thereunder, or wherein an unfavorable decision, finding or ruling would adversely affect the transactions contemplated by the Official Statement and the Bond Purchase Agreement. 10. The City has duly adopted the Bond Resolution, authorized the Documents and the issuance and sale of the Bonds, and all actions necessary or appropriate to carry out the same, and the making and performance Of Such will not conflict with, violate or result in a breach of or constitute a default Linder the rules or procedures of the City or, to the best of our knowledge after reasonable inquiry, will not materially conflict with, violate or result in a breach of or constitute a default under any indenture, agreement or other instrument by which the City or any of its properties may be bound or any constitutional or statutory provisions or order, rule, regulation, decree or ordinance of any court, government or governmental body having jurisdiction over the City or any of its properties. It. The execution and delivery of the Documents and the sale and issuance of the Bonds will not violate or conflict with the Articles of Incorporation or Bylaws of the Medical Center or any agreement or instrument known to us to which the Medical Center is a party or by which the Medical Center is bound. 12. The execution and delivery of the Documents and the sale and issuance of the Bonds will not violate any law of the United States or the State, any rule or regulation of any governmental authority or regulatory body of the United States or the State, or any judgment, order or decree known to us and applicable to the Medical Center of any court, governmental authority or arbitrator (except for federal and state securities laws and antitrust laws, as to which we express no opinion). 13. No consent, approval, authorization or order of, and no notice to or filing with, any governmental agency or body or any court is required to be obtained or made by the Medical Center for the sale and issuance of the Bonds pursuant to the Bond Purchase Agreement, except such as have been obtained or made and such as may be required under state securities or blue sky laws. 14. We know of no pending or overtly threatened lawsuits or claims against the Medical Center with respect to the issuance and sale of the Bonds pursuant to the Bond Purchase I= Agreement or which would adversely affect the validity of or security for the Bonds, the Indenture or any of the Documents. 15. We have not verified the information contained in the Official Statement, dated June _, 2003, relating to the Bonds (the "Official Statement"), or in the Appendices thereto, and we do not assume any responsibility for the accuracy, completeness or fairness of any statements contained in the Official Statement or the Appendices thereto and we make no representation that we have independently verified the accuracy, completeness or fairness of such statements. Based upon our experience as special counsel to the City and the Medical Center and participation in the preparation of the Official Statement, however, nothing has come to our attention that would cause us to believe that the information contained in the Official Statement under the captions "THE CITY AND THE MEDICAL CENTER," "PLAN OF FINANCE," "ESTIMATED SOURCES AND USES OF FUNDS," "I IISTORICAL AND PRO FORMA DEBT SERVICE COVERAGE RATIO" and "LITIGATION" and in Appendix A thereto (except with respect to the financial statements and other financial and statistical data included therein, as to which we make no comment) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement therein, in light of the circumstances under which they are made, not misleading. 16. The Official Statement has been duly approved, executed and delivered by the City and the Medical Center and such approval, execution and delivery were duly authorized. The opinions set forth above are Subject to the following qualifications and exceptions: (a) Our opinions in paragraphs 5 and 7 above are Subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors' or secured creditors' rights, or the enforcement of creditors' or secured creditors' rights against public corporations or instrumentalities thereof. (b) Our opinions in paragraphs 5 and 7 above are Subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law). (c) Our opinions in paragraphs 5 and 7 above are subject to possible judicial action giving effect to governmental actions or foreign laws affecting creditors' rights. (d) Our opinions in paragraphs 5 and 7 above, insofar as it relates to indemnification provisions, is subject to the effect of federal and state securities laws and public policy relating thereto. Our opinions expressed above are limited to the law of the State and the federal laws of the United States of America (except for federal and state securities laws and antitrust laws, as to which we express no opinion). M1 We hereby consent to the reference to this letter on the cover of, and under "LEGAL MATTERS" in, the Official Statement. The foregoing opinions are being furnished to you solely for your benefit and may not be relied upon by, nor may copies be delivered to, any other person without our prior written consent. Dated: June H, 2003. Im Very truly yours, June 11, 2003 U.S. Bancorp Piper Jaffray Inc. 800 Nicollet Mail Minneapolis, MN 55402 EXHIBIT C TO THE BOND PURCf IASE AGREEMENT Re: $32,000,000 CITY OF ANTES, IOWA HOSPITAL REVENUE REFUNDING BONDS (MARY GREELEY MEDICAL CENTER), SERIES 2003 Ladies and Gentlemen: We have acted as counsel to U.S. Bancorp Piper Jaffray Inc. (the "Underwriter") in connection with that certain Official Statement, dated June _, 2003 (the "Official Statement"), and that certain Bond Purchase Agreement dated May 29, 2003 (the "Bond Purchase Agreement") relating to the issuance and sale by City of Ames, Iowa (the "City") of its $32,000,000 Hospital Revenue Refunding Bonds (Mary Greeley Medical Center), Series 2003 (the "Bonds"), and the purchase thereof by the Underwriter pursuant to the Bond Purchase Agreement. Capitalized terms defined in the Bond Purchase Agreement, and not otherwise defined herein, are used in this opinion with the meanings assigned to theirs in the Bond Purchase Agreement. We have examined executed counterparts of the Bond Purchase Agreement, the Indenture and the Resolution adopted by the City on May 27, 2003 authorizing, among other things, the issuance and sale of the Bonds. We have also examined the originals, or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates of public officials and other persons, and other materials as we have deemed necessary or advisable for purposes of this opinion, including documents relating to the authorization, execution and delivery of the Bond Purchase Agreement and the other above -mentioned documents. As to various matters of fact material to such opinion, we have, when such facts were not independently established, relied to the extent we deem such reliance proper on certificates of the City, the Medical Center, the Bond Insurer and public officials. We have assumed that all signatures on executed documents are genuine, that all certified copies conform to the originals, and that all certificates containing relevant facts are correct. We do not express any opinion herein concerning any law other than the laws of the State of Minnesota and the federal laws of the United States of'America. We have participated in conferences at which the Official Statement was discussed. We have generally reviewed and discussed with the Underwriter, Bond Counsel, and the officers of the City and the Medical Center (or their respective counsel) the information and statements contained in the Official Statement, but we have not independently investigated or verified the accuracy or completeness of the statements and information contained in the Official Statement. C-1 As to the matters discussed in the Official Statement under the captions "INTRODUCTORY STATEMENT," "THE SERIES 2003 BONDS," "SECURITY FOR THE BONDS," "TAX EXEMPTION AND RELATED CONSIDERATIONS," Appendix C—"DEFINITfONS OF CERTAIN TERMS AND SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE," and Appendix E- "FORM OF OPINION OF BOND COUNSEL,," we have relied on an opinion, dated the date hereof, of Dorsey & Whitney LLP, Des Moines, Iowa, Bond Counsel, and the certificates referred to above as to the accuracy of the statements contained therein. As to matters discussed in the Official Statement under the captions -THE CITY AND THE MEDICAL CENTER," "PLAN OF FINANCE," "ESTIMATED SOURCES AND USES OF FUNDS," "HISTORICAL, AND PRO FORMA DEBT SERVICE COVERAGE RATIO," "LITIGATION" and in Appendix A --INFORMATION CONCERNING MARY GREELEY MEDICAL, CENTER," we have relied on an opinion, dated the date hereof, of John R. Klaus, Esq., Ames, Iowa, counsel to the City and the Medical Center and the certificates referred to above as to the accuracy of the statements contained therein. As to matters discussed under the caption "BOND INSURANCE" and in Appendix F - "MUNICIPAL BOND INSURANCE POLICY," we have relied on an opinion, dated the date hereof, of Vice President and Assistant General Counsel to the Bond Insurer and the certificates referred to above as to the accuracy of the statements contained therein. Based on the foregoing, nothing has conic to our attention which would lead us to believe that the Official Statement (except with respect to any financial or statistical data or forecasts, and information about DTC contained in or ornitted from the Official Statement or the information contained in Appendix A, Appendix B, Appendix C, Appendix E or Appendix F on which we express no opinion) contains any untrue statement of material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. This opinion is furnished solely for the benefit of the Underwriter and it may not be relied upon, used, circulated, quoted or otherwise referred to by any other person without our prior written consent. Very truly yours, BEST & FLANAGAN LLP EXHIBIT 1) TO THE BOND PURCHASE AGREEMENT FORM OF CERTIFICATE OF AMBAC ASSURANCE CORPORATION In connection with the issuance of $32,000,000 Hospital Revenue Refunding Bonds (Mary Greeley Medical Center) Series 2003 (the "Bonds") by the City of Ames, Iowa (the "Issuer"), Ambac Assurance Corporation ("Ambac") is Issuing a Financial Guaranty insurance policy (the "Insurance Policy") guaranteeing the payment of principal and interest when due on the Bonds, all as more fully set out in the Insurance Policy. On behalf of Ambac, the undersigned hereby certifies that: (1) the Insurance Policy is an unconditional and recourse obligation of Ambac (enforceable by or on behalf of the holders of the Bonds) to pay the scheduled payments of interest and principal on the Bonds in the event of a Nonpayment as defined in the Insurance Policy; (ii) the insurance premium of $ was determined in arm's length negotiations in accordance with our standard procedures, is required to be paid as a condition to the issuance of the Insurance Policy and represents a reasonable charge for the transfer of credit risk; (iii) no portion of such premium represents a payment for any direct or indirect services other than the transfer of credit risk, including costs of underwriting or remarketing the Bonds or the cost of insurance for casualty of Bond Financed property; (iv) we are not co -obligors on the Bonds and do not reasonably expect that we will be called upon to make any payment under the Insurance Policy; (v) the Issucr is riot entitled to a refund for the Insurance Policy in the event that the Bonds are retired prior to their stated maturity; and (vi) we would not have issued the Insurance Policy in the absence of a debt service reserve fund of the size and type established by the documents pursuant to which the Bonds are being issued, and it is normal and customary to require a debt service reserve fund of such a size and type in similar transactions. IN WITNESS WHEREOF, Ambac Assurance Corporation has caused this certificate to be executed in its narne on this I I"' day Of June, 2003 by one of its officers duly authorized as of such date. AMBAC ASSURANCE CORPORATION By: Vice President and Assistant General Counsel D-1 EXHIBIT E TO,rI IE BOND PURCHASE AGREEMENT FORM OF OPINION OF COUNSEL — AMBAC ASSURANCE CORPORATION June 11, 2003 City of Ames, Iowa 515 Clark Avenue Ames, IA 50010 Mary Greeley Medical Center I I I I Duff Avenue Ames, Iowa 50010 Best & Flanagan LLP 225 South Sixth Street Suite 4000 Minneapolis, MN 55402-4331 Dorsey & Whitney LLP 801 Grand Avenue, Suite 3900 Des Moines, IA 50309 Re: $32,000,000 City of Ames, Iowa Hospital Revenue Refunding Bonds (Mary Greeley Medical Center), Series 2003 Ladies and Gentlemen: This opinion has been requested of the undersigned, a Vice ],resident and an Assistant General Counsel of Ambac Assurance Corporation, a Wisconsin stock insurance company ("Arnbac Assurance"), in connection with the issuance by Ambac Assurance of a certain Financial Guaranty Insurance Policy and endorsement thereto, effective as of the date hereof (the "Policy"), insuring $32,000,000 in aggregate principal amount of Health Facilities Revenue Bonds (Mary Greeley Medical Center), Series 2003 (the "Bonds"), dated June 1, 2003 and Issued by the City of Ames, Iowa (the "Issuer"). In connection with my opinion herein, I have examined the Policy, such statutes, documents and proceedings as I have considered necessary or appropriate under the circumstances to render the following opinion, including, without limiting the generality of the foregoing, certain statements contained in the Official Statement of the Issuer dated June 2003, relating to the Bonds (the "Official Statement") under the heading "BOND INSURANCE" and in Appendix F — "MUNICIPAL BOND INSURANCE POLICY." Based upon the foregoing and having regard to legal considerations I deem relevant, I arn of the opinion that: 1. Ambac Assurance is a stock insurance company duly organized and validly existing under the laws of the State of Wisconsin and duly qualified to conduct all insurance business in the State of Iowa. E-1 2. Ambac Assurance has full corporate power and authority to execute and deliver the Policy and the Policy has been duly authorized, executed and delivered by Ambac Assurance and constitutes a legal, valid and binding obligation of Ambac Assurance enforceable in accordance with its terms except to the extent that the enforceability (but not the validity) of such obligation may be limited by any applicable bankruptcy, insolvency, liquidation, rehabilitation or other similar law or enactment now or hereafter enacted affecting the enforcement of creditors' rights. 3. The execution and delivery by Ambac Assurance of the Policy will not, and the consummation of the transactions contemplated thereby and the satisfactions of the terms thereof will not, conflict with or result in a breach of any of the terms, conditions or provisions of the Certificate of Authority, Articles of Incorporation or By-laws of Ambac Assurance, or any restriction contained in any contract, agreement or instrument to which Ambac Assurance is a party or by which it is bound or constitute a default under any of the foregoing. 4. Proceedings legally required for the issuance of the Policy have been taken by Arnbac Assurance and licenses, orders, consents or other authorizations or approvals of any governmental boards or bodies legally required for the enforceability of the Policy have been obtained; any proceedings not taken and any licenses, authorizations or approvals not obtained are not material to the enforceability of the Policy. 5. The statements contained in the Official Statement under the heading "BOND INSURANCE," insofar as such statements constitute summaries of the matters referred to therein, accurately reflect and fairly present the information purported to be shown and, insofar as Such statements describe Ambac Assurance, fairly and accurately describe Ambac Assurance. 6. The form of Policy contained in the Official Statement in Appendix F — "MUNICIPAL BOND INSURANCE POLICY" is a true and complete copy of the form of Policy. The opinions expressed herein are solely for Your benefit, and may not be relied upon by any other person. 11272/230003/2349925 E-2 Very truly yours, Vice President and Assistant General Counsel