HomeMy WebLinkAboutA026 - Bond Counsel Opinion, Loan Agreement & IPC (Ames 419370-68)
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November 22, 2022
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, State of
Iowa, passed preliminary to the issue by the Issuer of its General Obligation Corporate Purpose
Bonds, Series 2022A (the “Bonds”) in the amount of $12,440,000, in the denomination of $5,000
each, or any integral multiple thereof, dated November 22, 2022, in evidence of the Issuer’s
obligation under a certain loan agreement (the “Loan Agreement”), dated as of November 22,
2022. 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, 2023, at the respective rates as
follows:
Date Principal Interest Rate Date Principal Interest Rate
2023 $1,200,000 5.00% 2029 $1,010,000 5.00%
2024 $ 790,000 5.00% 2030 $1,060,000 5.00%
2025 $ 830,000 5.00% 2031 $1,115,000 5.00%
2026 $ 875,000 5.00% 2032 $1,170,000 5.00%
2027 $ 915,000 5.00% 2033 $1,225,000 5.00%
2028 $ 960,000 5.00% 2034 $1,290,000 4.00%
Principal of the Bonds maturing in the years 2031 through 2034, inclusive, is subject to optional
redemption prior to maturity on June 1, 2030, 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:
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.
$12,440,000
GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES 2022A
Form of ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Janney Montgomery Scott LLC (“Janney”), hereby
certifies as set forth below with respect to the sale of the obligations named above (the “Bonds”).
1. Reasonably Expected Initial Offering Price.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to
the Public by Janney 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 Janney in
formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy of
the bid provided by Janney to purchase the Bonds.
(b) Janney was not given the opportunity to review other bids prior to submitting its
bid.
(c) The bid submitted by Janney 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 November 8, 2022.
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents Janney’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.
JANNEY MONTGOMERY SCOTT LLC
By:____________________________________
Name:__________________________________
Dated: November 22, 2022
SCHEDULE A
EXPECTED OFFERING PRICES
(Attached)
SCHEDULE B
COPY OF UNDERWRITER’S BID
(Attached)