HomeMy WebLinkAboutA005 - Letter from Dorsey Whitney dated November 15, 2022 C �
HORSEY "
always ahead
November 15, 2022
VIA EMAILf Cep
Renee Hall
City Clerk/City Hall
Ames, Iowa
Re: Ames, Iowa
2022-2023 SRF Water Revenue Loan
Dear Renee:
The purpose of this letter is to explain our role as bond counsel for the City of Ames's (the
"City") pending 2022-2023 SRF Water Revenue Loan (the "Project") to be financed through the
State Revolving Fund loan program. It is our understanding that the City will enter into a long
term loan (the "Bond Issue") in the approximate principal amount of $8,500,000 to finance
construction of the Project.
As bond counsel, it will be our responsibility to coordinate activity and legal proceedings
necessary to enable the City to authorize the Bond Issue. To accomplish this, we will prepare
appropriate resolutions, notices, agreements and certificates, consult with the City's financial
advisor and engineer and undertake such additional duties as required by state law and the
circumstances. At closing of the Bond Issue, if the conditions are right, we will provide a written
legal opinion that (i) the Bond Issue is a valid and binding obligation of the City; and (ii) the
interest will be excluded from gross income for federal income tax purposes.
In performing our services as bond counsel, our sole client will be the City of Ames. We
will not represent any other party in this financing, and it is mutually understood that the services
to be provided by us as described herein are solely for the benefit of the City.
Based upon (i) our current understanding of the terms, structure, size and schedule of the
Project and its financing; (ii)the duties we will undertake; (iii)the time we anticipate devoting to
the representation; and(iv)the responsibilities we assume; we estimate that our fees and expenses
related to the Bond Issue will be$12,500. If additional credit facilities are undertaken or if we are
asked to assist with bid letting, we will make separate fee arrangements accordingly.
You should be aware that we serve as bond counsel to the Iowa Finance Authority with
respect to the State Revolving Fund Program (the "SRF Program") with respect to the SRF
Program bond issuances to fund the SRF Program. As bond counsel we will not represent the SRF
Program or the City with respect to negotiation of the terms of the Bonds or the Loan and
Disbursement Agreement. At this point, it is our understanding that the terms of the financing
have been established in the approved SRF Program documents and regulations, and our principal
task is to draft documents that conform to the requirements and the terms of the SRF
8oi Grand Avenue I Suite gioo I Des Moines,IA 15o3og-800z IT 51S.283.1000 I F 5i5.z83.io6o I dorsey.com
' r
DORSEY
Page 2
Program. Accordingly, we do not anticipate that our acting as bond counsel to the State with
respect to the SRF Program will present any impediment to our acting as bond counsel to the City
with respect to the Bonds; and, in fact, we believe our familiarity with the SRF Program could be
an advantage to the City in completing its proceedings efficiently.
After this arrangement is approved on behalf of the City, please have this letter executed
in the space below and either fax an executed copy of this letter to our office at(515) 283-1060 or
scan and email an executed copy to lemke.susan(a,dorsey.com. If you have questions, please call
Emily Hammond or me.
We look forward to working with you. Thank you for the opportunity to serve the City.
Best regards,
John P. Danos
JPD/lb
I understand and agree to the arrangements stated above.
CITY Ot ANIES,IOWA
j4kBY:
Mayor
Date:
�j . . ' 1�2-
Attest: '
Oty Clerk
Date: