HomeMy WebLinkAboutA015 - Email to Dorsey Whitney dtaed October 26, 2022 with electronic copies of proceedings Hall, Renee
From: Hall, Renee
Sent: Wednesday, October 26, 2022 3:53 PM
To: ritter.cheryl@dorsey.com
Cc: Schainker, Steve; Lambert, Mark,- Wisecup, Roger; Polin, Amanda; gerlachs@pfm.com;
smithje@pfm.com; schenckm@pfm.com; Danos.John@dorsey.com;
Bjork.Amy@dorsey.com; Regan.Erin@dorsey.com
Subject: RE: Revised Proceedings (Ames #68)
Attachments: RES 558 - Stmt.pdf
Cheryl,
Attached are the electronic copies. Please let me know if you would like me to send the originals via mail.
Thank you!
Renee Hall
From: ritter.cheryl@dorsey.com <ritter.cheryl@dorsey.com>
Sent: Wednesday, October 19, 2022 8:53 AM
To: Hall, Renee <renee.hall@cityofames.org>
Cc: Schainker, Steve <steve.schainker@cityofames.org>; Lambert, Mark<mark.lambert@cityofames.org>; Wisecup,
Roger<roger.wisecup@cityofames.org>; Polin, Amanda <amanda.polin@cityofames.org>; gerlachs@pfm.com;
smithje@pfm.com; schenckm@pfm.com; Danos.John@dorsey.com; Bjork.Amy@dorsey.com; Regan.Erin@dorsey.com
Subject: Revised Proceedings (Ames#68)
[External Email]
Good morning,
Attached are revised proceedings which corrects Section 3 of the resolution stating that the bids will be
received at the office of the City Treasurer and not the office of the City Clerk pursuant to the POS.
Please disregard the proceedings that were distributed yesterday and use these instead.
Thank you !
Cheryl Ritter
Public Finance Paralegal
0 0 R S E Y
DORSEY & WHITNEY LLP
8o1 Grand Avenue
Suite 4100 1 Des Moines,IA 50309-2790
P:(515)699-3:z63
F:(515)283-io6o
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1
HORSEY"
always ahead
October 18. 2022
Via Email
Renee Hall
City Clerk/City Hall
Ames, Iowa
Re: General Obligation Corporate Purpose Bonds, Series 2022A
Our File No. 419370-68
Dear Renee:
We have prepared and attach the necessary proceedings reflecting action to be taken at the
October 25, 2022 meeting to set November 8, 2022 as the date for the sale of General Obligation
Corporate Purpose Bonds, Series 2022A (the "Bonds") and to authorize the use of a preliminary official
statement(the"P.O.S.") in connection therewith.
The proceedings attached include the following items:
1. Minutes of the meeting, followed by the resolution authorizing the P.O.S., approving its
use by PFM Financial Advisors, LLC and setting the date for the sale of the Bonds.
2. Attestation Certificate with respect to the validity of the transcript.
Prior to the adoption of the resolution, you and the City Council should review the proposed
P.O.S., which PFM Financial Advisors, LLC is preparing, carefully for accuracy and to ensure that there
are no important facts being left out of the document that might bear on potential risks to bond holders. It
should be noted that, while we will review and comment on the portions of the document that are
pertinent to our role as bond counsel, we have not been engaged as disclosure counsel, and we will not
engage in a full due diligence process to investigate the accuracy of financial data or any bond holder
risks that are unknown to us, nor will we be providing any legal opinions with respect to the documents
offering the Bonds for sale. We are available to do this additional work as the City's disclosure counsel if
requested.
As soon as possible after the City Council meeting, please return one fully executed copy of all of
the completed pages in these proceedings. If you have any questions, please contact Erin Regan, Cheryl
Ritter or me.
Best regards,
John P. Danos
Attachments
cc: Steven Schainker
Mark Lambert
Roger Wisecup
Amanda Calbert
PFM Financial Advisors LLC
801 Grand Avenue I Suite 41001 Des Moines,IA 150309-8002 IT 515.283.10001 F 515.283.io6o I dorsey.com
Ames/419370-68/Auth POS,Set Sale GO CP LA
MINUTES TO SET DATE FOR SALE OF
BONDS AND AUTHORIZE OFFICIAL
STATEMENT FOR BONDS
419370-68
Ames, Iowa
October 25, 2022
The City Council of the City of Ames, Iowa, met on October 25, 2022, at 6:00 o'clock
�.m. at the Co„nr.;1 Chambers in Cif v ual.1 , Ames, Iowa.
The meeting was called to order by the Mayor, and the roll being called, the following
named Council Members were present and absent:
Present: RPatt�, Nancan Ratrhar ('a �}aT T,I ��rTRol Rollins;
Absent: Corr;eri
After due consideration and discussion, Council Member Betcher
introduced the following resolution and moved its adoption, seconded by Council Member
Beatty-Hansen . The Mayor put the question upon the adoption of said resolution, and
the roll being called,the following Council Members voted:
Ayes: Beatty-Hansen, Betcher, Gartin, Junck, Rollins
Nays: None
Whereupon, the Mayor declared the resolution duly adopted, as hereinafter set out.
At the conclusion of the meeting and, upon motion and vote, the City Council adjourned.
Mayor
Attest:
41tyDlerk
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-68/Auth POS,Set Sale GO CP LA
RESOLUTION NO. 29-558
Resolution setting the date for the sale of General Obligation Corporate Purpose
Bonds, Series 2022A and authorizing the use of a preliminary official statement in
connection therewith
WHEREAS, the City of Ames (the "City"), in Story County, State of Iowa has proposed
to enter into a General Obligation Urban Renewal Loan Agreement (the "Urban Renewal Loan
Agreement"), pursuant to the provisions of Sections 384.24A and 384.24.3(q) of the Code of
Iowa, and to borrow money thereunder in a principal amount not to exceed $21,200,000 for the
purpose of paying the costs, to that extent, undertaking a project in the Downtown Reinvestment
District Urban Renewal Area consisting of constructing, furnishing and equipping an indoor
aquatic center and associated grounds and facilities as further detailed in the urban renewal plan
approved by the City Council on August 24, 2021, and in lieu of calling an election upon such
proposal, has published notice of the proposed action, including notice of the right to petition for
an election, and has held a hearing thereon, and as of September 14, 2021, no petition had been
filed with the City asking that the question of entering into the Urban Renewal Loan Agreement
be submitted to the registered voters of the City; and
WHEREAS, the City, pursuant to the provisions of Section 384.24A of the Code of Iowa,
also proposed to enter into a loan agreement (the "Essential Purpose Loan Agreement") and to
borrow money thereunder in a principal amount not to exceed $11,225,000 for the purpose of
paying the costs, to that extent, of (1) constructing street, alley, bridge, sidewalk, storm water
drainage and incidental infrastructure improvements; (2) acquiring and installing street lighting,
signage and signalization improvements; and (3) acquiring vehicles and equipment for the
municipal fire department, and pursuant to law and a notice duly published, the City Council has
held a public hearing on such proposal on March 8, 2022; and
WHEREAS, the City also proposed to enter into a loan agreement (the "General Purpose
Loan Agreement 1") and to borrow money thereunder in a principal amount not to exceed
$700,000, pursuant to the provisions of Section 384.24A of the Code of Iowa, for the purpose of
paying the costs, to that extent, of undertaking Downtown Plaza improvements and in lieu of
calling an election upon such proposal, has published notice of the proposed action and has held
a hearing thereon, and as of March 8, 2022, no petition had been filed with the City asking that
the question of entering into the General Purpose Loan Agreement 1 be submitted to the
registered voters of the City; and
WHEREAS, the City further proposed to enter into a loan agreement (the "General
Purpose Loan Agreement 2" and together with the Urban Renewal Loan Agreement, the
Essential Purpose Loan Agreement and the General Purpose Loan Agreement 1, the "Loan
Agreements") and to borrow money thereunder in a principal amount not to exceed $350,000,
pursuant to the provisions of Section 384.24A of the Code of Iowa, for the purpose of paying the
costs, to that extent, of undertaking concrete surfacing improvements for a municipal fire station
and in lieu of calling an election upon such proposal, has published notice of the proposed action
and has held a hearing thereon, and as of March 8, 2022, no petition had been filed with the City
asking that the question of entering into the General Purpose Loan Agreement 2 be submitted to
the registered voters of the City; and
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-68/Auth POS,Set Sale GO CP LA
WHEREAS, pursuant to Section 384.28 of the Code of Iowa, the City combined the Loan
Agreements into a single loan agreement (the "Loan Agreement"); and
WHEREAS, a Preliminary Official Statement (the "P.O.S.") has been prepared to
facilitate the sale of General Obligation Corporate Purpose Bonds, Series 2022A (the "Bonds")
to be issued in evidence of the obligation of the City under the Loan Agreement, and it is now
necessary to make provision for the approval of the P.O.S. and to authorize its use by PFM
Financial Advisors LLC, as municipal advisor(the "Municipal Advisor")to the City; and
WHEREAS, it is now necessary to set the date for the sale of the Bonds and to make
provision for the advertisement thereof,
NOW, THEREFORE, Be It Resolved by the City Council of the City of Ames, Iowa, as
follows:
Section 1. The City staff are hereby authorized to take such action as shall be deemed
necessary and appropriate, with the assistance of the Municipal Advisor, to prepare the P.O.S.
describing the Bonds and providing for the terms and conditions of their sale, and all action
heretofore taken in this regard is hereby ratified and approved.
Section 2. The use b i y the Municipal Advisor of the P.O.S. relating to the Bonds in
substantially the form as has been presented to and considered by the City Council is hereby
approved, and the Municipal Advisor is hereby authorized to prepare and use a final Official
Statement for the Bonds substantially in the form of the P.O.S. but with such changes therein as
are required to conform the same to the terms of the Bonds and the resolution, when adopted,
providing for the sale and issuance of the Bonds, and the City staff are hereby authorized and
directed to execute a final Official Statement for the Bonds, if requested. The P.O.S. as of its
date is deemed final by the City within the meaning of Rule 15(c)(2)-12 of the Securities and
Exchange Commission.
Section 3. Sealed bids for the purchase of the Bonds shall be submitted, as set forth
in the P.O.S., received and canvassed on behalf of the City until 10:00 a.m. on November 8,
2022, at the office of the City Treasurer, at the City Hall, in the City, and the City Council shall
meet on the same date at 6:00 p.m., at the City Hall Chambers, Ames Iowa, for the purpose of
considering such bids received and considering and passing a resolution providing for the award
of the Bonds, and the Municipal Advisor is hereby authorized and directed to disseminate the
notice of said sale, in compliance with the Internal Revenue Service regulations governing "Issue
Price" determinations, such notice to minimally contain information regarding Establishment of
Issue Price set forth in the "Terms of Offering" attached to the P.O.S. and to be in such form as
the Municipal Advisor may deem to be appropriate.
Section 4. Pursuant to Section 75.14 of the Code of Iowa, the City Council hereby
authorizes the use of electronic bidding procedures for the sale of the Bonds through PARITY®,
and hereby finds and determines that the PARITY° competitive bidding system will provide
reasonable security and maintain the integrity of the competitive bidding process and will
facilitate the delivery of bids by interested parties under the circumstances of this bond sale.
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-68/Auth POS,Set Sale GO CP LA
Section 5. Further action with respect to the sale and issuance of the bonds is hereby
adjourned to the City Council meeting scheduled for November 8, 2022.
Section 6. All resolutions or parts thereof in conflict herewith are hereby repealed to
the extent of such conflict.
Section 7. This resolution shall be in full force and effect immediately upon its
adoption and approval, as provided by law.
Passed and approved October 25, 2022. `
Mayor
Attest
City herk
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Ames/419370-68/Auth POS,Set Sale GO CP LA
ATTESTATION CERTIFICATE
STATE OF IOWA
STORY COUNTY SS:
CITY OF AMES
I, the undersigned, City Clerk of the City of Ames, do hereby certify that attached hereto
is a true and correct copy of all of the proceedings of the City Council relating to the fixing of a
date for the sale of General Obligation Corporate Purpose Bonds, Series 2022A and approving a
preliminary official statement for the sale of the Bonds, as referred to herein.
WITNESS MY HAND this day of(�A 6 V 52022.
City erk
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA