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HomeMy WebLinkAboutA008 - Bond Purchase Agreement Draft dated August 10, 2011 B&F DRAFT 08/10/11 BOND PURCHASE AGREEMENT AMONG CITY OF AMES,IOWA MARY GREELEY MEDICAL CENTER AND PIPER JAFFRAY & CO. Dated October_,2011 This instrument was drafted by: Best & Flanagan LLP 225 South Sixth Street Suite 4000 Minneapolis, Minnesota 55402-4331 (612) 339-7121 CITY OF AMES,IOWA HOSPITAL REVENUE BONDS (MARY GREELEY MEDICAL CENTER PROJECT) SERIES 2011 BOND PURCHASE AGREEMENT October , 2011 City of Ames, Iowa Mary Greeley Medical Center 515 Clark Avenue I I I I Duff Avenue Ames, Iowa 50010 Ames, Iowa 50010 The undersigned, Piper Jaffray & Co. (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 Mary Greeley Medical Center (the "Medical Center") 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 October _, 2011, 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. The City acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an anm's length, commercial transaction between the City and the Underwriter, (ii) in connection with such transaction, the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the City; (iii) the Underwriter has not assumed any advisory or fiduciary responsibility to the City with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) or any other obligation to the City except the obligations expressly set forth in this Bond Purchase Agreement; and (iv) the City has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. 1. 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 Bonds (Mary Greeley Medical Center Project), Series 2011 of the City in the aggregate original principal amount of $ (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 hereinafter mentioned, and shall be issued and secured pursuant to the resolution of the City approving the Bonds, the Indenture hereinafter mentioned, this Bond Purchase Agreement and certain related instruments, and a resolution of the City (the "Resolution") adopted on , 2011. The Bonds shall be issued pursuant to a certain Indenture of Trust, dated as of June 1, 2003 (the "Original Indenture"), as amended and supplemented by a [First Supplemental Indenture of Trust], dated as of October 1, 2011 (the "First Supplemental Indenture" and, with the Original Indenture, the "Indenture"), by and among the City, the Medical Center and Wells Fargo Bank, National Association, as trustee (the "Trustee"). The proceeds of the Bonds will be used [(i) to finance the construction and equipping of certain improvements to the Medical Center's existing hospital space (the "Project")], (ii) to fund a debt service reserve fund, and (iii)to pay certain costs of issuance of the 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 relating to the Bonds in the form of the Preliminary Official Statement dated , 2011 (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"). 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 Final Official Statement in connection with the sale of the Bonds. (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 -2- Rulemaking 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, the Medical Center 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 any 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)(i) and 5(d)(ii) hereof, the City represents to and agrees with the Underwriter as follows: (i) The statements and information contained in the Preliminary 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. (ii) The City is duly organized and existing as a municipal corporation of the State of Iowa (the "State") and the City has full legal right, power and City 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 enter into this Bond Purchase Agreement, the Indenture and the Continuing Disclosure Agreement, dated as of October -3- 1, 2011 (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 finance the Project. (iii) The execution and delivery of this Bond Purchase Agreement does not, and the execution and delivery of the Bonds, the Continuing Disclosure 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) With respect to such matters that are preconditions to the issuance of the Bonds that are identified in the Indenture, the City has, and at the date of the issuance of the Bonds will have, in all respects complied with the Act. (v) 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 which would constitute a condition precedent to the performance by the City of its obligations hereunder and under the Indenture, 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 is 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). (vi) Based on the opinion of Bond Counsel, the Bonds, when duly issued, authenticated and delivered in accordance with the Resolution and the Indenture and purchased by the Underwriter as provided herein, will be the validly issued and outstanding special limited obligations of the City entitled to the benefits of the Indenture; provided, however, neither the Bonds nor any interest or premium thereon will ever constitute a debt of the City, the State, or any political subdivision thereof or a loan of credit thereof within the meaning of any constitutional or statutory provision or limitation, nor constitute or give rise to a pecuniary liability of the City. (vii) The City has duly authorized the issuance, execution, delivery and performance of the Bonds, the Indenture, the Continuing Disclosure Agreement and this Bond Purchase Agreement. (viii) 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 Continuing Disclosure Agreement, the Resolution or this Bond Purchase Agreement, or (C) in any way contesting the existence or powers of the City. -4- (ix) 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. (x) The City has not been, within the last five years, in default as to principal or interest with respect to any obligation issued by or guaranteed by the City or with respect to which the City is an obligor. (xi) The City will enter into the Continuing Disclosure Agreement and, unless otherwise described in the Official Statement, the City has not failed during the previous five years to comply in all material respects with any previous undertakings in a written continuing disclosure contract or agreement under the Rule. (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. (ii) 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 the 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 and the Continuing Disclosure Agreement, and to carry out and consummate all transactions contemplated by such documents. -5- (iv) The execution and delivery of this Bond Purchase Agreement does not, and the execution and delivery of the Indenture and the Continuing Disclosure Agreement (all of such Bond Purchase Agreement, Indenture and 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 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 under 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. (vii) 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) of the Rule. (ix) The Medical Center has not been, within the last five years, in default 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 the Internal Revenue Code of 1986, as amended (the "Code"), and accordingly exempt from taxation on its revenue, other than unrelated business income. -6- (xi) The Medical Center will enter into the Continuing Disclosure Agreement and, unless otherwise described in the Official Statement, the Medical Center has not failed during the previous five years to comply in all material respects with any previous undertakings in a written continuing disclosure contract or agreement under the Rule. 4. Closing. At 10:00 A.M., Central time, on October_, 2011 or such later date as we mutually agree upon (the "Closing"), there shall 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. There shall be deposited with the 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, there shall be delivered to the Underwriter opinions of Bond Counsel dated the date of such delivery as provided in Section 5(d)(i)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; (ii) 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 their 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 under 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 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, -7- 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, counsel to the Underwriter, 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 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 distribution 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 (H) 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, -8- 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 of Appendix D attached to the Official Statement, and a supplementary opinion of Bond Counsel dated the date of the Closing, in substantially the form attached hereto as Exhibit A, (ii) The opinion of City attorney, counsel to the City and the Medical Center, dated the date of the Closing and addressed to the City, Bond Counsel, the Underwriter and counsel to the Underwriter, substantially in the form attached hereto as Exhibit B in form satisfactory to the Underwriter; (iii) The opinion of Best & Flanagan LLP, counsel to the Underwriter, dated the date of the Closing and addressed to the Underwriter, in substantially the form attached hereto as Exhibit C; (iv) A certificate of the City, signed by the Mayor and the City Clerk 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 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 under 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 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 in 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 Center, 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 Medical Center Documents, or (3) in any way contesting the existence or powers of the Medical Center; (C) no event affecting the -9- 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 Trustees 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 under the laws of the State with full power and authority to own its properties and conduct its business in the State; (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; and (H) no proceedings are pending or, to the knowledge of such officer, threatened in any way which would subject any income of the Medical Center to federal income taxation; (vi) 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; (vii) A Tax Exemption Agreement in form satisfactory to Bond Counsel; (viii) Evidence that Moody's Investor Services has issued a rating for the Bonds which is not 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 (ix) Such additional legal opinions, certificates, proceedings, agreements, instruments and other documents as counsel for the Underwriter, 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 Medical Center and the Underwriter set forth in Section 7 hereof, shall continue in full force and effect. -10- 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 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/discount of$ , (ii) rating agency fees and expenses, if any (iii) the fees and disbursements of Bond Counsel, the fees and disbursements of the City and the Trustee, including, but not limited to, attorneys' fees and expenses, (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, (vii) the expenses and costs for the printing and distribution of the Bonds, the Preliminary Official Statement and the Final Official Statement, (viii) the expenses and costs for photocopying the Preliminary Official Statement and the Final Official Statement, the Resolution, the Indenture and the Medical Center Documents and all other agreements and documents contemplated hereby, and (ix) the various other expenses and costs of Closing. (b) If the Bonds are not issued and delivered to the Underwriter, as a result of the failure by the City or the Medical Center to perform any of their obligations under this Bond Purchase Agreement (other than a failure of the Underwriter to comply with its obligation set forth in Section 1 hereof, if such obligation is not otherwise excused or terminated as provided herein) or as a result of the City failing to reach agreement with the Underwriter as to the terms and conditions of the transactions and documents contemplated hereby, the Medical Center 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. -11- 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 the Medical Center included in Appendix A and Appendix B to the Official Statement; (b) the accuracy and completeness of the discussion under the heading "TAX EXEMPTION AND RELATED CONSIDERATION" in the Official Statement; and (c) the accuracy of all the other information furnished by the Medical Center). 9. Indemnification. The City and the Medical Center 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 Final Official Statement or any statement or the information, statements and the material incorporated by reference 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 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 amount paid in settlement of any litigation commenced or threatened arising from 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 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 (i) the retention of such counsel has been specifically authorized by the City or the Medical Center 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 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. -12- 10. Notices. Any notice or other communication 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 to the Underwriter may be given by delivering the same in writing to the Underwriter at 800 Nicollet Mall, 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. Governing Law; Counterparts; Consent to Jurisdiction. This Bond Purchase Agreement is governed by the laws of the State, without regard to the choice of law rules of the State. Venue for any action under this Bond Purchase Agreement to which the City is a party shall lie within the district courts of the State, and the parties hereto consent to the jurisdiction and venue of any such court and hereby waive any argument that venue in such forums is not convenient. Any dispute or claim arising from or relating to this Bond Purchase Agreement (other than a dispute or claim involving the City), 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 Iowa State courts and the federal courts located in Iowa shall have exclusive jurisdiction over an action brought to enforce the rights and obligations arising from 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 Iowa Bar 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 -13- 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. 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, general funds or taxing powers of the City. -14- PIPER JAFFRAY & CO., as Underwriter herein specified By Its SIGNATURE PAGE TO BOND PURCHASE AGREEMENT MARY GREELEY MEDICAL CENTER PROJECT S-1 Approved and Agreed to: CITY OF AMES, IOWA By Its: Mayor By Its: City Clerk SIGNATURE PAGE TO BOND PURCHASE AGREEMENT MARY GREELEY MEDICAL CENTER PROJECT S-2 Approved and Agreed to: MARY GREELEY MEDICAL CENTER By: Title: President SIGNATURE PAGE TO BOND PURCHASE AGREEMENT MARY GREELEY MEDICAL CENTER PROJECT S-3 SCHEDULEI CITY OF AMES, IOWA HOSPITAL REVENUE BONDS (MARY GREELEY MEDICAL CENTER PROJECT) SERIES 2011 [TO COME] I-I EXHIBIT A TO THE BOND PURCHASE AGREEMENT [Proposed Form of Supplemental Opinion of Bond Counsel] [TO COME] A-1 EXHIBIT B TO THE BOND PURCHASE AGREEMENT [Form of Opinion for Counsel to City and Medical Center] December 16, 2010 Piper Jaffray & Co. Best &Flanagan LLP 800 Nicollet Mall 225 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55402 City of Ames, Iowa Dorsey & Whitney LLP 515 Clark Avenue 801 Grand, Suite 3900 Ames, Iowa 50010 Des Moines, IA 50309-2790 Re: $ CITY OF AMES, IOWA HOSPITAL REVENUE BONDS (MARY GREELEY MEDICAL CENTER PROJECT), SERIES 2011 Ladies and Gentlemen: I have acted as special counsel to the City of Ames, Iowa (the "City") and Mary Greeley Medical Center (the "Medical Center") in connection with the issuance by the City of its $ Hospital Revenue Bonds (Mary Greeley Medical Center Project), Series 20101 (the "Bonds"). This opinion is being delivered to you pursuant to Section 5(d)(ii) of the Bond Purchase Agreement, dated October _, 2011 (the "Bond Purchase Agreement"), among Piper Jaffray & Co. (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. I have examined the following documents: (1) the Bond Purchase Agreement; (2) the Indenture of Trust, dated as of June 1, 2003 (the "Original Indenture"), as amended and supplemented by a [First Supplemental Indenture of Trust], dated as of October 1, 2011 (the "First Supplemental Indenture" and, with the Original Indenture, the "Indenture"), by and among the City, the Medical Center and Wells Fargo Bank, National Association, as trustee (the "Trustee"); (3) the Continuing Disclosure Agreement, dated as of October 1, 2011 (the "Continuing Disclosure Agreement"), by and among the City, the Medical Center and the Trustee; and (4) certificates and affidavits of the City, the Medical Center and other public officials. I have also reviewed such questions of law as I have considered necessary and appropriate for the purposes of my opinions set forth below. For purposes of this opinion, "Documents" refers to the Bond Purchase Agreement, the Indenture and the Continuing Disclosure Agreement. B-1 In rendering my opinions set forth below, I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to me as copies. I 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, 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 my opinions, I 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). My opinions expressed below as to certain factual matters are qualified as being limited "to my knowledge" or by other words to the same or similar effect. Such words, as used herein, mean the information known to myself, as the attorney who has represented the City and the Medical Center in connection with the transactions contemplated by the Documents. In rendering such opinions, I have conducted no review of documents in our files relating to any other matters in which I have represented the City and the Medical Center. Based on the foregoing, I am 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 finance the Project, 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 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 under each of the Documents to which it is a party and to own its property and 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 B-2 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 valid, legal and binding obligations of the Medical Center 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 (i) the issuance or sale of the Bonds to the Underwriter or (ii) 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 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 under the rules or procedures of the City or, to the best of our knowledge after reasonably 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. 11. 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 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 I express no opinion). B-3 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. I 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 Agreement or which would adversely affect the validity of or security for the Bonds, the Indenture or any of the Documents. 15. 1 have not verified the information contained in the Official Statement, dated October_, 2011, relating to the Bonds (the "Official Statement"), or in the Appendices thereto, and I do not assume any responsibility for the accuracy, completeness or fairness of any statements contained in the Official Statement or the Appendices thereto and I make no representation that we have independently verified the accuracy, completeness or fairness of such statements. Based upon my 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 my attention that would cause me 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," 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 I 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) My opinions expressed in paragraphs 5 and 7 above are subject to or limited by: (i) the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally; (ii) equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) any implied covenant of good faith or fair dealing applicable to the holders of the Bonds; and (iv) possible common law limitations on enforcement of the provisions for increased interest on delinquent payments following default if it is determined that such increased interest bears no reasonable relationship to the damage suffered by the holder as a result of a delinquency or default. (b) My opinions in paragraphs 5 and 7 above are subject to possible judicial action giving effect to governmental actions or foreign laws affecting creditors' rights. (c) My 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. B-4 (d) My opinions is limited to the laws of the United States and the laws of the State of Iowa and no opinion is given with respect to the laws of any other state or jurisdiction. (e) Except as expressly set forth herein, I express no opinion in connection with transactions contemplated by the Documents. I'express no opinion with respect to state or federal securities laws. I 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. Very truly yours, B-5 EXHIBIT C TO THE BOND PURCHASE AGREEMENT October , 2011 Piper Jaffray& Co. 800 Nicollet Mall Minneapolis, MN 55402 Re: $ CITY OF AMES, IOWA HOSPITAL REVENUE BONDS (MARY GREELEY MEDICAL CENTER PROJECT), SERIES 2011 Ladies and Gentlemen: We have acted as counsel to Piper Jaffray & Co. (the "Underwriter") in connection with that certain Official Statement, dated October _, 2011 (the "Official Statement"), and that certain Bond Purchase Agreement, dated October _, 2011 (the "Bond Purchase Agreement"), relating to the issuance and sale by the City of Ames, Iowa (the "City") of its $ Hospital Revenue Bonds (Mary Greeley Medical Center Project), Series 2011 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 them 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 , 2011 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 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 2011 BONDS," "SECURITY FOR THE BONDS" "TAX EXEMPTION AND RELATED CONSIDERATION," Appendix C — "DEFINITIONS OF TERMS AND SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE," and Appendix D - "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," "BONDHOLDERS' RISKS," "ESTIMATED SOURCES AND USES OF FUNDS," "LITIGATION" and in Appendix A — "INFORMATION CONCERNING MARY GREELEY MEDICAL CENTER," we have relied on an opinion, dated the date hereof, of the Office of the Ames City Attorney, counsel to the City and the Medical Center, and the certificates referred to above as to the accuracy of the statements contained therein. Based on the foregoing, nothing has come 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 omitted from the Official Statement or the information contained in Appendices A-D 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 011272/311001/1363472_1 C-2