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HomeMy WebLinkAboutA004 - Letter from Dorsey Whitney dated November 15, 2022 0C) RSEY ' always ahead November 15, 2022 A/M C I Z Le4 VIA EMAIL Renee Hall City Clerk/City Hall Ames, Iowa Re: Ames, Iowa 2022-2023 SRF Sewer Revenue Loans Dear Renee: The purpose of this letter is to explain our role as bond counsel for the City of Ames's(the "City") proposed 2022-2023 SRF Sewer Revenue Loans (the "Project") to be financed through the State Revolving Fund loan program. It is our understanding the City will enter into a taxable Sewer Improvement Loan and Disbursement Agreement (the "Taxable Bond Issue") in the approximate principal amount of $4,500,000 and a tax-exempt Sewer Revenue Loan and Disbursement Agreement in the approximate principal amount of $8,200,000 (the "Tax- Exempt Bond Issue"and,together with the Taxable Bond Issue,the "Bond Issues")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 Issues. To accomplish this, we will prepare appropriate resolutions, notices, agreements and certificates, consult with the City's financial advisor and undertake such additional duties as required by state law and the circumstances. At closing of the Bond Issues, if the conditions are right, we will provide a written legal opinion that (i) the Bond Issues are valid and binding obligations of the City; and (ii) with respect to the Tax- Exempt Bond Issue, 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 Issues will be$21,500. 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 8oi Grand Avenue I Suite glop 1 Des Moines,IA I So3og-8002 1 T S1S.z83.i000 I F SiS.z83.so6o I dorsey.com DORSEY Page 2 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 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, !r` - John P. Danos JPD/lb I understand and agree to the arrangements stated above. CITY OF AM S,IOWA BY: Mayor Date: Attest: Ci'V Clerk Date: