HomeMy WebLinkAboutA032 - Letter from bond counsel dated September 7, 2018 - opinion related to closing, loan agreement E) ORSEY'
always ahead
September 7,2018
Matthew Davis
Janney Montgomery Scott LLC
1717 Arch Street, 19'h Floor
Philadelphia, Pennsylvania 19103
Re: City of Ames, Iowa
$7,490,000 General Obligation Corporate Purpose Bonds, Series 2018A
Our File No.419370-58
Dear Mr Davis:
We have prepared and enclose our bond counsel opinion related to the closing on
September 10, 2018 of the issuance by the City of Ames, Iowa, of its General Obligation
Corporate Purpose Bonds, Series 2018A.
Also enclosed are three copies of the Loan Agreement which have been signed on behalf
of the City. Please sign and return two fully-executed original copies to us for our file and for
the City's records.
Finally, enclosed are two copies of the Issue Price Certificate. Please sign and return one
original copy to us.
A copy of the transcript will be sent to you by email.
Ve
y truly yours,
i
st
Enclosures
cc by email: City of Ames
PFM Financial Advisors, LLC
Dorsey&Whitney LLP 1 801 Grand Avenue I Suite 4100 1 Des Moines,IA 1 50309-8002 1 T 515.283.1000 I F 515.283.1060 I dorsey.com
HORSEY"
always ahead
September 10, 2018
City of Ames Janney Montgomery Scott, LLC
Ames, Iowa Philadelphia, Pennsylvania
We hereby certify that we have examined certified copies of the proceedings (the
"Proceedings") of the City Council of the City of Ames (the "Issuer"), in Story County, Iowa,
passed preliminary to the issue by the Issuer of its General Obligation Corporate Purpose Bonds,
Series 2018A (the "Bonds") in the amount of $7,490,000, dated September 10, 2018, in the
denomination of $5,000 each, or any integral multiple thereof, in accordance with a loan
agreement dated as of September 10, 2018 (the "Loan Agreement'), and pursuant to a resolution
adopted by the Issuer on August 28, 2018 (the "Resolution"). The Bonds mature on June 1 in
each of the respective years and in the principal amounts and bear interest payable semiannually,
commencing June 1, 2019, at the respective rates as follows:
Principal Interest Rate Principal Interest Rate
Year Amount Per Annum Year Amount Per Annum
2019 $575,000 5.00% 2025 $630,000 5.00%
2020 $495,000 5.00% 2026 $660,000 5.00%
2021 $515,000 5.00% 2027 $695,000 3.00%
2022 $545,000 5.00% 2028 $715,000 3.00%
2023 $570,000 5,00% 2029 $735,000 3.00%
2024 $600,000 5.00% 2030 $755,000 3.00%
but the Bonds maturing in each of the years 2027 to 2030, inclusive, are subject to redemption
prior to maturity on June 1, 2026 or any date thereafter, upon terms of par and accrued interest.
Based upon our examination, we are of the opinion, as of the date hereof, that:
1. The Proceedings show lawful authority for such issue under the laws of the State
of Iowa.
2. The Bonds and the Loan Agreement are valid and binding general obligations of
the Issuer.
3. All taxable property within the corporate boundaries of the Issuer is subject to the
levy of taxes to pay the principal of and interest on the Bonds without constitutional or statutory
limitation as to rate or amount.
4. The interest on the Bonds (including any original issue discount properly
allocable to an owner thereof) is excluded from gross income for federal income tax purposes
and is not treated as a preference item in calculating the federal alternative minimum tax
Dorsey&Whitney LLP 1 801 Grand Avenue I suite 4100 1 Des Moines,IA 1 50309-8002 1 T 515.283.1000 1 F 515.283.1060 1 dorsey.com
Page 2
imposed under the Internal Revenue Code of 1986 (the "Code"); it should be noted, however,
that for the purpose of computing the alternative minimum tax imposed on corporations for
taxable years beginning before January 1, 2018, such interest is taken into account in
determining adjusted current earnings. The opinions set forth in the preceding sentence are
subject to the condition that the Issuer comply with all requirements of the Code that must be
satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to
be, excluded from gross income for federal income tax purposes. The Issuer has covenanted to
comply with each such requirement. Failure to comply with certain of such requirements may
cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to
be retroactive to the date of issuance of the Bonds.
5. The Bonds are "qualified tax-exempt obligations" within the meaning of
Section 265(b)(3) of the Code. The opinion set forth in the preceding sentence is subject to the
condition that the Issuer comply with all requirements of the Code that must be satisfied
subsequent to the issuance of the Bonds in order that the Bonds be, or continue to be, qualified
tax-exempt obligations. The Issuer has covenanted to comply with each such requirement.
We express no opinion regarding other federal tax consequences arising with respect to
the Bonds.
The rights of the owners of the Bonds and the enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors'
rights heretofore or hereafter enacted to the extent constitutionally applicable, and their
enforcement may also be subject to the exercise of judicial discretion in appropriate cases.
DORSEY& WHITNEY LP
,Q�, V C
$7,490,000
GENERAL OBLIGATION CORPORATE PURPOSE BONDS,SERIES 2018A
ISSUE PRICE CERTIFICATE
The undersigned,on behalf of Janney Montgomery Scott,LLC("JMS,LLC"), hereby certifies as
set forth below with respect to the sale of the obligations named above(the"Bonds").
l. Reasonably Expected Initial Offering Price.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the
Public by JMS, LLC are the prices listed in Schedule A (the "Expected Offering Prices"). The Expected
Offering Prices are the prices for the Maturities of the Bonds used by JMS, LLC in formulating its bid to
purchase the Bonds. Attached as Schedule B is a true and correct copy of the bid provided by JMS, LLC
to purchase the Bonds.
(b) JMS, LLC was not given the opportunity to review other bids prior to submitting its bid.
(c) The bid submitted by JMS,LLC constituted a firm offer to purchase the Bonds.
2. Defined Terms. For purposes of this Issue Price Certificate;
(a) Issuer means the City of Ames,Iowa.
(b) Maturity means Bonds with the same credit and payment terms. Any Bonds with
different maturity dates, or with the same maturity date but different stated interest rates, are treated as
separate Maturities.
(c) Member of the Distribution Group means(i) any person that agrees pursuant to a written
contract with the Issuer(or with the lead underwriter to form an underwriting syndicate) to participate in
the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause(i)of this paragraph to participate in the initial sale
of the Bonds to the Public (including a member of a selling group or a party to a retail distribution
agreement participating in the initial sale of the Bonds to the Public).
(d) Public means any person (i.e., an individual, trust, estate, partnership, association,
company, or corporation) other than a Member of the Distribution Group or a related party to a Member
of the Distribution Group. A person is a "related party" to a Member of the Distribution Group if the
Member of the Distribution Group and that person are subject, directly or indirectly, to (i) at least 50%
common ownership of the voting power or the total value of their stock, if both entities are corporations
(including direct ownership by one corporation of another), (ii) more than 50% common ownership of
their capital interests or profits interests, if both entities are partnerships (including direct ownership by
one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding
stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one
entity is a corporation and the other entity is a partnership (including direct ownership of the applicable
stock or interests by one entity of the other).
(e) Sale Date means the first day on which there is a binding contract in writing for the sale
of the respective Maturity. The Sale Date of each Maturity was August 28,2018.
The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents JMS, LLC's interpretation of any laws, including specifically Sections 103 and 148
of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The
undersigned understands that the foregoing information will be relied upon by the Issuer with respect to
certain of the representations set forth in the Tax Certificate and with respect to compliance with the
federal income tax rules affecting the Bonds, and by Dorsey & Whitney, LLP, Des Moines, Iowa in
connection with rendering its opinion that the interest on the Bonds is excluded from gross income for
federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other
federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
JANNEY MONTGOMERY SCOTT, LLC
By:
Name:
Dated: September 10, 2018
SCHEDULE A
EXPECTED OFFERING PRICES
(Attached)
SCHEDULE B
COPY OF UNDERWRITER'S BID
(Attached)
f ,
RE: City of Ames Bond Counsel opinion
.OF' Witten, Michael to: Diane R Voss 09/10/2018 09:06 AM
Cc: "Carter, Lauren"
Hi Diane,
Please see a signed electronic copy attached.
Thank you,
Michael Witten I Municipal Underwriting Desk
o 215-665-6521 1 f 215-557-8648
mwitten@ianney.com
PrPnney
Janney Montgomery Scott
1717 Arch St. 119th fl I Philadelphia PA 19103
www.ianney.com
From: Diane R Voss [mailto:DVoss@city.ames.ia.us]
Sent: Monday, September 10, 2018 9:54 AM
To: Witten, Michael <mwitten@janney.com>
Subject: RE: City of Ames Bond Counsel opinion
Signed electronic copy please. Thank you!
Diane Voss, City Clerk/Records Manager
P. O. Box 811
Ames, Iowa 50010
(515) 239-5105
From: "Witten, Michael"<mwitten ianney.com>
To: "Josten.Robert(d)dorsev.com"<Josten.Robert(c)dorsey.com>,"Davis, Matthew"<MDavis(a)ianney.com>,"Carter, Lauren"
<Icarteraianney.com>
Cc: "dvoss(cil city.ames.ia.us"<dvossOc city.ames.ia.us>,"dpitcher(a)city.ames.ia.us"<dpitcher(cilcity.ames.ia.us>,"
rwisecupacity.ames.ia.us"<rwisecup(cDcitv.ames.ia.us>,"mlambert(c)city.ames.ia.us"<mlambert(c)_city.ames.ia.us>,"
gerlachs(a)pfm.com"<gerlachs(a)pfm.com>,"brandtS((D.pfm.com"<brandts(o)-pfm.com>
Date: 09/10/2018 07:54 AM
Subject: RE:City of Ames Bond Counsel opinion
Good Morning,
Do you need any signed originals sent in the mail or a signed electronic copy?
S �
Thank you,
Michael Witten I Municipal Underwriting Desk
o 215-665-6521 1 f 215-557-8648
mwitten@ianney.com
Janney Montgomery Scott
1717 Arch St. 119th fL I Philadelphia PA 19103
www.ianney.com
From:Josten.RobertPdorsey.com [mailto:Josten Robert(@dorsey.comj
Sent: Friday,September 7, 2018 5:47 PM
To: Davis, Matthew<MDavis@lannev.com>;Carter, Lauren<Icarter@ianney.com>;Witten, Michael<
mwittenPoanney.com>
Cc:dvoss(city.ames.ia.us;dpitcherCaaDcity.ames.ia.us; rwisecup(@city.ames.ia.us;mlambert2city.ames.ia.us;
gerlachs pfm.com;brandts(pfm.com
Subject:City of Ames Bond Counsel opinion
Attached to this email is a copy of our executed opinion as bond counsel for the City of Ames, Iowa, related to the
closing on September 10 of the City's$7,490,000 General Obligation Corporate Purpose Bonds,Series 2018A. I
have sent the original executed copy to Matthew Davis by Federal Express, along with copies of the Loan
Agreement for execution and the form of Issue Price Certificate.
Please contact me if there are questions about these documents.
Robert E.Josten
Partner
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DORSEY & WHITNEY LLP
801 Grand Suite 4100
Des Moines, IA 50309-8002
P: 515.283.1000 F: 515.283.1060 C: 515.556.8186
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CONFIDENTIAL COMMUNICATION
E-mails from this firm normally contain confidential and privileged material, and are for the sole use of the intended recipient.
Use or distribution by an unintended recipient is prohibited, and may be a violation of law. if you believe that you received
this e-mail in error,please do not read this e-mail or any attached items. Please delete the e-mail and all attachments,
including any copies thereof, and inform the sender that you have deleted the e-mail, all attachments and any copies thereof.
Thank you.
Janney: The Highest Standard of Success in Financial Relationships.
Janney Montgomery Scott LLC (Janney) will not accept orders and/or instructions for the purchase or sale of a
security or other product via an e-mail transmission. This electronic communication is intended only for the person
or entity to which it is addressed and may contain confidential, proprietary or privileged material. Any review,
re-transmission, dissemination or other use of this information by persons or entities other than the intended
recipient is prohibited. No confidentiality or privilege is waived by any accidental or unintentional transmission. If
you received this electronic communication in error, please contact the sender immediately and delete the material
from your computer. Janney cannot guarantee the confidentiality of the material transmitted and reserves the
right to monitor all e-mail communications through its networks. Please go to http://www.janney.com for
additional terms and disclosures relating to this electronic communication.
[attachment"image001.jpg"deleted by Diane R Voss/COA]
Janney Montgomery Scott LLC (Janney) will not accept orders and/or instructions for the purchase or sale of a
security or other product via an e-mail transmission. This electronic communication is intended only for the person
or entity to which it is addressed and may contain confidential, proprietary or privileged material. Any review,
re-transmission, dissemination or other use of this information by persons or entities other than the intended
recipient is prohibited. No confidentiality or privilege is waived by any accidental or unintentional transmission. If
you received this electronic communication in error, please contact the sender immediately and delete the material
from your computer. Janney cannot guarantee the confidentiality of the material transmitted and reserves the
right to monitor all e-mail communications through its networks. Please go to http://www.janney.com for
6
additional terms and disclosures relating to this electronic communication.Ames IA IPC.pdf