HomeMy WebLinkAboutA024 - Signed Bond Counsel Opinion dated November 8, 2023 SEY.
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November 8,2023
VIA EMAIL,ONLY
Robert Bond
KeyBanc Capital Markets,Inc.
Cleveland,Ohio
Re:Ames,Iowa
$12,110,000 General Obligation Corporate Purpose Bonds,Series 2023D
Our File No.419370-73
Dear Robert:
We have prepared and attach our bond counsel opinion covering the City of Ames's
issuance of General Obligation Corporate Purpose Bonds,Series 2023D,which is scheduled to
close on November 9,2023.
Also attached is a copy of the executed Loan Agreement which has been signed on behalf
of the City.Please sign and email a fully executed copy to us for our file.
We are also attaching an Issue Price Certificate for your review and execution.Please
email an executed copy to us when possible.
A copy of the transcript will be sent to you by email.
Best regards,
Danos
Attachements
cc:City of Ames
PFM Financial Advisors LLC
Lori Capron/Kyle Kennedy
8os Grand Avenue I Suite 4100 1 Des Moines,IA 150309-8002 1 T 515.283.1000 I F 515.283•io6o I dorsey.com
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always ahead
November 9,2023
City of Ames KeyBanc Capital Markets,Inc.
Ames,Iowa Cleveland,Ohio
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,State of
Iowa,passed preliminary to the issue by the Issuer of its General Obligation Corporate Purpose
Bonds,Series 2023D(the"Bonds")in the amount of$12,110,000,in the denominations of
$5,000 each,or any integral multiple thereof,dated November 9,2023,in evidence of the
Issuer's obligation under a certain loan agreement(the"Loan Agreement"),dated as of
November 9,2023.The Bonds mature on June 1 in each of the respective years and in the
principal amounts and bear interest payable semiannually,commencing June 1,2024,at the
respective rates as follows:
Date Principal Interest Rate Date Principal Interest Rate
2024$1,130,000 5.00%2030$985,000 5.00%
2025$765,000 5.00%2031$1,035,000 5.00%
2026$815,000 5.00%2032$1,090,000 5.00%
2027$850,000 5.00%2033$1,145,000 5.00%
2028$895,000 5.00%2034$1,200,000 5.00%
2029$940,000 5.00%2035$1,260,000 5.00%
Principal of the Bonds maturing in the years 2032 to 2035,inclusive,is subject to optional
redemption prior to maturity on June 1,2031,or on any date thereafter on terms of par plus
accrued interest.
Based upon our examination,we are of the opinion,as of the date hereof,that:
s show
1.The Proceeding
w 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.
8oi Grand Avenue I Suite 4100 1 Des Moines,IA 1 50309-8002 1 T 515.283.1000 I dorsey.com
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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
imposed on noncorporate taxpayers under the Internal Revenue Code of 1986(the"Code").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 continues 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.
We express no opinion regarding other federal tax consequences arising with respect to
the Bonds.We note,however,that interest on the Bonds may be taken into account in
determining adjusted financial statement income for purposes of the federal alternative minimum
tax imposed on applicable corporations(as defined in Section 59(k)of the Code)for tax years
beginning after December 31,2022.
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 LLP
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LOAN AGREEMENT
This Loan Agreement is entered into as of November 9, 2023 by and between the City of
Ames, Iowa (the"City"), and KeyBanc Capital Markets, Cleveland, Ohio (the"Purchaser"). The
'4 parties agree as follows:
1. The Purchaser shall loan to the City the sum of $12,110,000, and the City's
obligation to repay hereunder shall be evidenced by the issuance of General Obligation
Corporate Purpose Bonds, Series 2023D in the aggregate principal amount of$12,110,000 (the
"Bonds").
2. The City has adopted a resolution on October 24, 2023 (the "Resolution")
authorizing and approving this Loan Agreement and providing for the issuance of the Bonds and
the levy of taxes to pay the principal of and interest on the Bonds for the purpose or purposes set
forth in the Resolution. The Resolution is incorporated herein by reference, and the parties agree
to abide by the terms and provisions of the Resolution. In and by the Resolution, provision has
been made for the Ievy of a sufficient continuing annual tax on all the taxable property within the
City for the payment of the principal of and interest on the Bonds as the same will respectively
become due.
3. The Bonds, in substantially the form set forth in the Resolution, shall be executed
and delivered to or on behalf of the Purchaser to evidence the City's obligation to repay the
amounts payable hereunder. The Bonds shall be dated November 9, 2023, shall be in
denominations of$5,000 or integral multiples thereof, shall bear interest, shall be payable as to
principal on the dates and in the amounts, shall be subject to prepayment prior to maturity and
shall contain such other terms and provisions as provided in the Bonds and the Resolution.
4. This Loan Agreement is executed pursuant to the provisions of Section 384.24A
of the Code of Iowa and shall be read and construed as conforming to all provisions and
requirements of the statute.
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
;CIT*0FMES, I WA .
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Mayor
is
f
City Clerk
KEYBANC CAPITAL MARKETS
Cleveland, Ohio
By C.
(Signature)
Robert Bond, Managing Director
(Print Name and Title)
$12,110,000
GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES 2023D
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of KeyBanc Capital Markets, Inc. ("KeyBanc"), 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 KeyBanc 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 KeyBanc in
fonnulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy of
the bid provided by KeyBanc to purchase the Bonds.
(b) KeyBanc was not given the opportunity to review other bids prior to submitting
its bid.
(c) The bid submitted by KeyBanc constituted a firm offer to purchase the Bonds.
2. Defined Ternis. 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).
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(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 (1) 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
j other entity is a partnership (including direct ownership of the applicable stock or interests by
one entity of the other).
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(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 October 24, 2023.
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents KeyBanc'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 Closing
Certificate and with respect to compliance with the federal income tax rules affecting the Bonds,
and by Dorsey & Whitney LLP 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.
KEYBANCCCAPITAL MARKETS, INC.
By: C 165"4 e
Name: Robert Bond
Dated: November 9, 2023
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SCHEDULE A
EXPECTED OFFERING PRICES
(Attached)
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SCHEDULE B
COPY OF UNDERWRITER'S BID
(Attached)
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