GO Bonds Series 2008_DICW Grading and North Siegert Farm DemolitionTO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Procedure to Complete Action of Issuance of $2,465,000 General
Obligation Urban Renewal Bonds, Taxable Series 2008C
DATE: October 13, 2008
Finance Director Ken TeKippe recommends City Council approval of the suggested
proceedings to complete the action required on the issuance of $2,465,000 General
Obligation Urban Renewal Bonds, Taxable Series 2008C.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
~~
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Ken TeKippe, Finance Director
THE CITY OF
DUB E
~~
Memorandum
TO: Michael C. Van Milligen, City Manager ~ ,c,~,
FROM: Ken TeKippe, Finance Director ~"` ~ ~7'~
SUBJECT: Procedure to Complete Action of Issuance of $2,465,000 General
Obligation Urban Renewal Bonds, Taxable Series 2008C
DATE: October 9, 2008
The purpose of this memorandum is to provide suggested proceedings to complete the
action required on the recent bond issue.
The first resolution appoints Wells Fargo Bank, National Association of Des Moines,
Iowa to serve as paying agent, bond registrar, and transfer agent, approving the paying
agent and bond registrar and transfer agent agreement and authorizing the execution of
the agreement.
The second resolution authorizes the issuance of the bonds. The resolution also
incorporates by reference the form of the Continuing Disclosure Certificate.
A letter from attorney William Noth detailing information on the bond is enclosed.
This is the final City Council action required on the bond issue.
KT/jg
Enclosures
AHLERS LOONEY, P.C.
ATTORNEYS AT LAW
100 COURT AVENUE • SUITE 600
DES MOINES, IOWA 50309-2231
PHONE 515-243-7611
FAX: 515-243-2149
WWW.AHLERSLAW.COM
WILLIAM J. NOTH
WNOTH~AHLERSLAW.COM
October 8, 2008
BY OVERNIGHT DELIVERY
Mr. Ken TeKippe
Finance Officer
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001-4864
RE: $2,465,000 General Obligation Urban Renewal Bonds,
Taxable Series 2008C
Dear Mr. TeKippe:
Direct Dial:
(515)246-0332
Enclosed are documents to complete Council action in connection with the
authorization for the issuance of the above Bonds.
A. The Council procedure consists of the following:
1. Resolution Appointing Registrar and Pa. ing Agent. This resolution
appoints Wells Fargo Bank, N.A. to serve as Registrar. The
appropriate agreement has been forwarded to Wells Fargo Bank,
N.A. for execution, and will be sent to the City Clerk directly for
signature.
2. Resolution authorizing the issuance of the Bonds. The resolution
also incorporates by reference the form of the Continuing Disclosure
Certificate.
October 8, 2008
Page 2
There are blank spaces appearing in the form of Bond set out in the
resolution. These need not be completed but may be left blank as a
guide since different amounts, dates and percents will be inserted
within the blank spaces.
The resolution must be adopted by an affirmative vote equal to a
majority of the full Council membership.
3. Continuing Disclosure Certificate. The form of Continuing
Disclosure Certificate, which is described in detail below, should be
signed by the Mayor and the Clerk but not dated. Please return the
"Complete and Return" copy and Purchaser's copy to us prior to
closing.
4. Original Bond Nos. 1-10, inclusive. The original Bonds are
enclosed to be executed by the Mayor and the City Clerk in the
spaces provided and impressed with the City's seal. The Date of
Authentication will be the date of closing. A highlighted copy of
Bond No. 1 is enclosed showing where signatures should appear on
all Bonds. Please have the executed Bonds returned to us as soon as
possible so that they can be delivered to the Registrar for
authentication and forwarded to DTC prior to closing.
5. Delivery Certificate. Please note that the Delivery Certificate
requires a local bank official's signature on the last page. This
certificate also should be signed, BUT NOT DATED. Please return
the "Complete and Return" copy and Purchaser's copy to my
attention prior to closing.
6. Transcript Certificate. This certificate is to be executed and sealed
in the manner indicated on the second page and may be dated at the
time of completion. Please return the "Complete and Return" copy
to us prior to closing.
7. County Auditor's Certificate. A true copy of the authorizing
resolution as adopted is to be certified and filed with the Auditor of
Dubuque County. The Auditor is asked to certify to such filing on
the lower portion of the certificate. Please return the "Complete and
Return" copy to my attention prior to closing.
October 8, 2008
Page 3
8. Authentication Order. Please execute and date all copies and return
the "Complete and Return" copy and Registrar's copy to my
attention prior to closing.
Continuing Disclosure Certificate
The Continuing Disclosure Certificate requires the City to provide annual financial
information and operating data to certain information repositories so long as the Bonds
are outstanding, and also to provide notice to those repositories if certain material events
occur which could impact the ability to pay principal and interest on the Bonds. The
information to be provided annually is for the most part the same sort of data which is
included in the Official Statement. The eleven (11) material events which must be
reported are detailed in the certificate, but other events which would be of concern to the
rating agencies or bondholders also should be considered for disclosure under the anti-
fraud provisions of the federal securities laws.
These disclosure requirements are ongoing and it will be important to designate an
appropriate contact person who will have a primary responsibility for preparing and
coordinating the filing of the annual financial information, operating data and any event
notices.
The penalties for violation of the rule fall ultimately on the issuer of the bonds,
because underwriters may be precluded from agreeing to underwrite or bid on bonds of
issuers who have not complied with their disclosure obligations. Failure to comply
therefore may result in fewer bids and ultimately no bids or the inability to secure an
underwriter for an issue.
Closing Matters.
As you know, closing of this issue is scheduled to occur on or about November 4,
2008. At the time of closing, the "Purchaser's" copies of the above items and the original
Bonds will be delivered to the Purchaser of the Bonds in exchange for the agreed
purchase price. Our legal opinion also will be delivered to the Purchaser at that time.
October 8, 2008
Page 4
Should you have any questions, or if we can be of any assistance in completing the
enclosed items, please don't hesitate to contact me.
Yours very truly,
William J. Noth
WJN:dc
encl.
cc: Tionna Pooler
Michael Maloney
Jenny Larson
DCORNELL/ 594387.1 /MSWord\10422.084
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of Dubuque, Iowa.
Date of Meeting: October 20, 2008.
Time of Meeting: 6:30 o'clock P.M.
Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque,
Iowa.
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental
body will meet at the date, time and place above set out. The tentative agenda for the
meeting is as follows:
$2,465,000 General Obligation Urban Renewal Bonds, Taxable Series 2008C
Resolution Appointing Paying Agent, Bond Registrar, and Transfer Agent,
Approving the Paying Agent and Bond Registrar and Transfer Agent
Agreement and Authorizing the Execution of the Agreement.
Such additional matters as are set forth on the additional 14 page(s) attached hereto.
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of the governmental body.
~~ ~
ity Clerk, Dubuque, Iowa
CIG-3
CERTIFICATE
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is
a true and complete copy of the portion of the corporate records of the Municipality
showing proceedings of the Council, and the same is a true and complete copy of the
action taken by the Council with respect to the matter at the meeting held on the date
indicated in the attachment, which proceedings remain in full force and effect, and have
not been amended or rescinded in any way; that meeting and all action thereat was duly
and publicly held in accordance with a notice of meeting and tentative agenda, a copy of
which was timely served on each member of the Council and posted on a bulletin board
or other prominent place easily accessible to the public and clearly designated for that
purpose at the principal office of the Council (a copy of the face sheet of the agenda
being attached hereto) pursuant to the local rules of the Council and the provisions of
Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at
least twenty-four hours prior to the commencement of the meeting as required by law
and with members of the public present in attendance; I further certify that the
individuals named therein were on the date thereof duly and lawfully possessed of their
respective city offices as indicated therein, that no Council vacancy existed except as
may be stated in the proceedings, and that no controversy or litigation is pending,
prayed or threatened involving the incorporation, organization, existence or boundaries
of the City or the right of the individuals named therein as officers to their respective
positions.
WITNESS my hand and the seal of the Municipality hereto affixed this 21St day of
October, 2008.
~~~ ~~~~~
~~ ~~
ity Clerk, Dubuque, Iowa
SEAL
DCORNELL\594386.1\WP\10422.084
-4-
October 21, 2008
The City Council of Dubuque, Iowa, met in Regular session, in the Historic
Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the
above date. There were present Mayor Roy D. Buol, in the chair, and the following
named Council Members:
Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch,
David Resnick, Dirk Voetberg
Absent: None
********
_1_
Council Member Lynch introduced the following resolution entitled
"RESOLUTION APPOINTING WELLS FARGO BANK, NATIONAL ASSOCIATION OF
DES MOINES, IOWA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND
TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR
AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF
THE AGREEMENT", and moved that the resolution be adopted. Council Member
Voetberg seconded the motion to adopt. The roll was called and the vote was,
AYES: Braig, Buol, Connors, Jones, Lynch, Resnick, Voetberg
NAYS: None `
Whereupon, the Mayor declared the resolution duly adopted as follows:
RESOLUTION NO. 376-08
RESOLUTION APPOINTING WELLS FARGO BANK,
NATIONAL ASSOCIATION OF DES MOINES, IOWA, TO
SERVE AS PAYING AGENT, BOND REGISTRAR, AND
TRANSFER AGENT, APPROVING THE PAYING AGENT
AND BOND REGISTRAR AND TRANSFER AGENT
AGREEMENT AND AUTHORIZING THE EXECUTION OF
THE AGREEMENT
WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa,
$2,465,000 General Obligation Urban Renewal Bonds, Taxable Series 2008C, dated
the date of delivery, have been sold at public sale and action should now be taken to
provide for the maintenance of records, registration of certificates and payment of
principal and interest in connection with the issuance of the Bonds; and
WHEREAS, this Council has deemed that the services offered by Wells Fargo
Bank, National Association of Des Moines, Iowa, are necessary for compliance with
rules, regulations, and requirements governing the registration, transfer and payment of
registered Bonds; and
WHEREAS, a Paying Agent, Bond Registrar and Transfer Agent Agreement
(hereafter "Agreement") has been prepared to be entered into between the City and
Wells Fargo Bank, National Association.
-2-
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
DUBUQUE, IOWA:
Section 1. That Wells Fargo Bank, National Association of Des Moines, Iowa, is
hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in
connection with the issuance of $2,465,000 General Obligation Urban Renewal Bonds,
Taxable Series 2008C, dated the date of delivery.
Section 2. That the Agreement with Wells Fargo Bank, National Association of
Des Moines, Iowa, is hereby approved and that the Mayor and Clerk are authorized to
sign the Agreement on behalf of the City.
PASSED AND APPROVED this 20t" day of October, 2008.
Roy D. ~,~ol, Mayor
ATTEST:
eanne F. Schneider, CMC
City Clerk
-3-
Council Member Lynch moved that the form of Continuing Disclosure Certificate
be placed on file and approved. Council Member Voetberg seconded the motion. The
roll was called and the vote was
AYES: Braig, Buol, Connors, Jones, Lynch, Resnick, Voetberg
NAYS: None
Council Member Lynch introduced the following Resolution entitled
"RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF
$2,465,000 GENERAL OBLIGATION URBAN RENEWAL BONDS, TAXABLE SERIES
2008C, AND LEVYING A TAX TO PAY THE BONDS" and moved that it be adopted.
Council Member Voetberg seconded the motion to adopt, and the roll being called
thereon, the vote was as follows:
AYES: Braig, Buol, Connors, Jones, Lynch, Resnick, Voetberg
NAYS: None
Whereupon, the Mayor declared the Resolution duly adopted as follows:
RESOLUTION NO. 377-08
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $2,465,000 GENERAL OBLIGATION URBAN RENEWAL
BONDS, TAXABLE SERIES 2008C, AND LEVYING A TAX TO PAY THE
BONDS
WHEREAS, the Issuer is duly incorporated, organized and exists under and by
virtue of the laws and Constitution of the State of Iowa; and
WHEREAS, the Issuer is in need of funds to pay costs of aiding in the planning,
undertaking and carrying out of urban renewal project activities under the authority of
Chapter 403 of the Code of Iowa and the Amended and Restated Urban Renewal Plan
for the Dubuque Industrial Center West Economic Development District, including those
costs associated with the North Siegert Farm demolition and grading project, an
essential corporate purpose, and it is deemed necessary and advisable that General
Obligation Urban Renewal Bonds in the amount of $2,465,000 be issued to pay for a
portion of the costs relating thereto; and
WHEREAS, pursuant to notice published as required by Section 384.23(3)(q),
this Council has held a public meeting and hearing upon the proposal to institute
_2_
proceedings for the issuance of not to exceed $3,100,000 in principal amount of general
obligation bonds for the above described purposes; and no petition was filed in the
manner provided by Section 362.4 of the City Code of Iowa, pursuant to the provisions
of Sections 403.12 and 384.24(3)(q), and all objections, if any, to such Council action
made by any resident or property owner of said City were received and considered by
the Council;
WHEREAS, it is appropriate that a portion of the general obligation bonds to be
issued for such urban renewal purposes be authorized for issuance and sold as a
separate series of bonds under Section 403.12 of the Code of Iowa, to be designated as
Taxable Series 2008C as hereinafter set forth, and that incremental tax revenues from
the Dubuque Industrial Center West Economic Development District be applied to abate
the levy of taxes pledged to the repayment of such bonds; and
WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the
above mentioned bonds were heretofore sold at public sale and action should now be
taken to issue said bonds conforming to the terms and conditions of the best bid
received at the advertised public sale:
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
DUBUQUE, IOWA:
Section 1. Definitions. The following terms shall have the following meanings in
this Resolution unless the text expressly or by necessary implication requires otherwise:
^ "Authorized Denominations" shall mean $5,000 or any integral
multiple thereof.
^ "Beneficial Owner" shall mean the person in whose name such
Bond is recorded as the beneficial owner of a Bond by a Participant on the
records of such Participant or such person's subrogee.
^ "Bond Fund" shall mean the fund created in Section 3 of this
Resolution.
^ "Bonds" shall mean $2,465,000 General Obligation Urban Renewal
Bonds, Taxable Series 2008C, authorized to be issued by this Resolution.
^ "Cede & Co." shall mean Cede & Co., the nominee of DTC, and
any successor nominee of DTC with respect to the Bonds.
^ "Continuing Disclosure Certificate" shall mean that certain
Continuing Disclosure Certificate executed by the Issuer and dated the date of
_3_
issuance and delivery of the Bonds, as originally executed and as it may be
amended from time to time in accordance with the terms thereof.
^ "Depository Bonds" shall mean the Bonds as issued in the form of
one global certificate for each maturity, registered in the Registration Books
maintained by the Registrar in the name of DTC or its nominee.
^ "DTC" shall mean The Depository Trust Company, New York, New
York, a limited purpose trust~company, or any successor book-entry securities
depository appointed for the Bonds.
^ "Issuer" and "City" shall mean the City of Dubuque, Iowa.
^ "Participants" shall mean those broker-dealers, banks and other
financial institutions for which DTC holds Bonds as securities depository.
^ "Paying Agent" shall mean Wells Fargo Bank, National Association,
or such successor as may be approved by Issuer as provided herein and who
shall carry out the duties prescribed herein as Issuer's agent to provide for the
payment of principal of and interest on the Bonds as the same shall become due.
^ "Project Fund" shall mean the fund required to be established by
this Resolution for the deposit of the proceeds of the Bonds.
^ "Registrar" shall mean Wells Fargo Bank, National Association of
Des Moines, Iowa, or such successor as may be approved by Issuer as provided
herein and who shall carry out the duties prescribed herein with respect to
maintaining a register of the owners of the Bonds. Unless otherwise specified,
the Registrar shall also act as Transfer Agent for the Bonds.
^ "Representation Letter" shall mean the Blanket Issuer Letter of
Representations executed and delivered by the Issuer to DTC.
^ "Resolution" shall mean this resolution authorizing the Bonds.
^ "Treasurer" shall mean the Treasurer or such other officer as shall
succeed to the same duties and responsibilities with respect to the recording and
payment of the Bonds issued hereunder.
Section 2. Levy and Certification of Annual Tax; Other Funds to be Used.
(a) Levy of Annual Tax. That for the purpose of providing funds to pay
the principal and interest of the Bonds hereinafter authorized to be issued, there
is hereby levied for each future year the following direct annual tax on all of the
taxable property in Dubuque, Iowa, to-wit:
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FISCAL YEAR (JULY 1 TO JUNE 30)
AMOUNT YEAR OF COLLECTION:
$408,319 2009/2010
236,663 2010/2011
235,625 2011/2012
239,325 2012/2013
437,500 2013/2014
439,913 2014/2015
441,275 2015/2016
445,650 2016/2017
453,650 2017/2018
(NOTE: For example the levy to be made and certified against the taxable
valuations of January 1, 2008, will be collected during the fiscal year
commencing July 1, 2010).
(b) Resolution to be Filed With County Auditor. A certified copy of this
Resolution should be filed with the County Auditor of Dubuque County, Iowa, and
the Auditor is hereby instructed in and for each of the years as provided, to levy
and assess the tax hereby authorized in Section 2 of this Resolution, in like
manner as other taxes are levied and assessed, and such taxes so levied in and
for each of the years aforesaid be collected in like manner as other taxes of the
City are collected, and when collected be used for the purpose of paying principal
and interest on the Bonds issued in anticipation of the tax, and for no other
purpose whatsoever.
(c) Additional City Funds Available. Principal and interest coming due at
any time when the proceeds of the tax on hand shall be insufficient to pay the
same shall be promptly paid when due from current funds of the City available for
that purpose and reimbursement shall be made from such special fund in the
amounts thus advanced.
Section 3. Bond Fund. The tax shall be collected each year at the same time
and in the same manner as, and in addition to, all other taxes in and for the City, and
when collected they shall be converted into a special fund within the Debt Service Fund
to be known as the "GENERAL OBLIGATION URBAN RENEWAL BOND FUND 2008C"
(the "Bond Fund"), which is hereby pledged for and shall be used only for the payment
of the principal of and interest on the Bonds hereinafter authorized to be issued; and
also there shall be apportioned to the fund its proportion of taxes received by the City
from property that is centrally assessed by the State of Iowa.
Section 4. Application of Bond Proceeds. Proceeds of the Bonds other than
accrued interest except as may be provided below shall be credited to the Project Fund
-5-
and expended therefrom for the purposes of issuance. Any amounts on hand in the
Project Fund shall be available for the payment of the principal of or interest on the
Bonds at any time that other funds shall be insufficient to the purpose, in which event
such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance
on hand in the Project Fund and not immediately required for its purposes may be
invested not inconsistent with limitations provided by law or this Resolution. Accrued
interest, if any, shall be deposited in the Bond Fund.
Section 5. Investments of Bond Fund Proceeds. All moneys held in the Bond
Fund, provided for by Section 3 of this Resolution shall be invested in investments
permitted by Chapter 12B, Code of Iowa, 2007 (formerly Chapter 452, Code of Iowa, as
amended) or deposited in financial institutions which are members of the Federal
Deposit Insurance Corporation and the deposits in which are insured thereby and all
such deposits exceeding the maximum amount insured from time to time by FDIC or its
equivalent successor in any one financial institution shall be continuously secured in
compliance with the State Sinking Fund provided under Chapter 12C of the Code of
Iowa, 2007, as amended or otherwise by a valid pledge of direct obligations of the
United States Government having an equivalent market value. All such interim
investments shall mature before the date on which the moneys are required for payment
of principal of or interest on the Bonds as herein provided.
Section 6. Bond Details, Execution and Redemption.
(a) Bond Details. General Obligation Urban Renewal Bonds of the City in the
amount of $2,465,000, shall be issued pursuant to the provisions of Sections
384.24(3)(q) and 403.12 of the Code of Iowa for the aforesaid purpose. The Bonds
shall be designated "GENERAL OBLIGATION URBAN RENEWAL BOND, TAXABLE
SERIES 2008C", be dated the date of delivery, and bear interest from the date thereof,
until payment thereof, at the office of the Paying Agent, the interest payable on June 1,
2009, and semiannually thereafter on the Ist day of June and December in each year
until maturity at the rates hereinafter provided.
The Bonds shall be executed by the manual or facsimile signature of the Mayor
and attested by the manual or facsimile signature of the Clerk, and impressed or printed
with the seal of the City and shall be fully registered as to both principal and interest as
provided in this Resolution; principal, interest and premium, if any, shall be payable at
the office of the Paying Agent by mailing of a check to the registered owner of the Bond.
The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall
mature and bear interest as follows:
Interest Principal Maturity
Rate Amount June 1st
5.25% $100,000 2009
5.25 105,000 2010
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5.25 115,000 2011
5.25 120,000 2012
5.25 130, 000 2013
5.25 335,000 2014
5.25 355, 000 2015
5.50 375, 000 2016
5.50 400,000 2017
5.50 430,000 2018
(b) Redemption. Bonds maturing after June 1, 2016 may be called for
redemption by the Issuer and paid before maturity on such date or any date thereafter,
from any funds regardless of source, in whole or from time to time in part, in any order
of maturity and within an annual maturity by lot. The terms of redemption shall be par,
plus accrued interest to date of call.
Thirty days' notice of redemption shall be given by first class mail to the
registered owner of the Bond. Failure to give such notice by mail to any registered
owner of the Bonds or any defect therein shall not affect the validity of any proceedings
for the redemption of the Bonds. All bonds or portions thereof called for redemption will
cease to bear interest after the specified redemption date, provided funds for their
redemption are on deposit at the place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the
bonds to be redeemed by random selection of the names of the registered owners of
the entire annual maturity until the total amount of bonds to be called has been reached.
Section 7. Issuance of Bonds in Book-Entry Form; Replacement Bonds.
(a) Notwithstanding the other provisions of this Resolution regarding
registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer
determines to permit the exchange of Depository Bonds for Bonds in the Authorized
Denominations, the Bonds shall be issued as Depository Bonds in denominations of the
entire principal amount of each maturity of Bonds (or, if a portion of the principal amount
is prepaid, the principal amount less the prepaid amount); and such Depository Bonds
shall be registered in the name of Cede & Co., as nominee of DTC. Payment of semi-
annual interest for any Depository Bond shall be made by wire transfer or New York
Clearing House or equivalent next day funds to the account of Cede & Co. on the
interest payment date for the Bonds at the address indicated in or pursuant to the
Representation Letter.
(b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent
shall have any responsibility or obligation to any Participant or to any Beneficial Owner.
Without limiting the immediately preceding sentence, neither the Issuer nor the Paying
Agent shall have any responsibility or obligation with respect to (i) the accuracy of the
_7_
records of DTC or its nominee or of any Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any
other person, other than DTC or its nominee, of any notice with respect to the Bonds,
(iii) the payment to any Participant, any Beneficial. Owner or any other person, other
than DTC or its nominee, of any amount with respect to the principal of, premium, if any,
or interest on the Bonds, or (iv) the failure of DTC to provide any information or
notification on behalf of any Participant or Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as, and deem
DTC or its nominee to be, the absolute owner of each Bond for the purpose of payment
of the principal of, premium, if any, and interest on such Bond, for the purpose of all
other matters with respect to such Bond, for the purpose of registering transfers with
respect to such Bonds, and for all other purposes whatsoever (except for the giving of
certain Bondholder consents, in accordance with the practices and procedures of DTC
as may be applicable thereto). The Paying Agent shall pay all principal of, premium, if
any, and interest on the Bonds only to or upon the order of the Bondholders as shown
on the Registration Books, and all such payments shall be valid and effective to fully
satisfy and discharge the Issuer's obligations with respect to the principal of, premium, if
any, and interest on the Bonds to the extent so paid. Notwithstanding the provisions of
this Resolution to the contrary (including without limitation those provisions relating to
the surrender of Bonds, registration thereof, and issuance in Authorized
Denominations), as long as the Bonds are Depository Bonds, full effect shall be given to
the Representation Letter and the procedures and practices of DTC thereunder, and the
Paying Agent shall comply therewith.
(c) Upon (i) a determination by the Issuer that DTC is no longer able to carry
out its functions or is otherwise determined unsatisfactory, or (ii) a determination by
DTC that the Bonds are no longer eligible for its depository services or (iii) a
determination by the Paying Agent that DTC has resigned or discontinued its services
for the Bonds, if such substitution is authorized by law, the Issuer shall (A) designate a
satisfactory substitute depository as set forth below or, if a satisfactory substitute is not
found, (B) provide for the exchange of Depository Bonds for replacement Bonds in
Authorized Denominations.
(d) To the extent authorized by law, if the Issuer determines to provide for the
exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall
so notify the Paying Agent and shall provide the Registrar with a supply of executed
unauthenticated Bonds to be so exchanged. The Registrar shall thereupon notify the
owners of the Bonds and provide for such exchange, and to the extent that the
Beneficial Owners are designated as the transferee by the owners, the Bonds will be
delivered in appropriate form, content and Authorized Denominations to the Beneficial
Owners, as their interests appear.
(e) Any substitute depository shall be designated in writing by the Issuer to
the Paying Agent. Any such substitute depository shall be a qualified and registered
_g_
"clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934,
as amended. The substitute depository shall provide for (i) immobilization of the
Depository Bonds, (ii) registration and transfer of interests in Depository Bonds by book
entries made on records of the depository or its nominee and (iii) payment of principal
of, premium, if any, and interest on the Bonds in accordance with and as such interests
may appear with respect to such book entries.
Section 8. Registration of Bonds• Appointment of Registrar; Transfer;
Ownership; Delivery; and Cancellation.
(a) Registration. The ownership of Bonds may be transferred only by the
making of an entry upon the books kept for the registration and transfer of ownership of
the Bonds, and in no other way. Wells Fargo Bank, National Association is hereby
appointed as Bond Registrar under the terms of this Resolution and under the
provisions of a separate agreement with the Issuer filed herewith which is made a part
hereof by this reference. Registrar shall maintain the books of the Issuer for the
registration of ownership of the Bonds for the payment of principal of and interest on the
Bonds as provided in this Resolution. All Bonds shall be negotiable as provided in
Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa,
subject to the provisions for registration and transfer contained in the Bonds and in this
Resolution.
(b) Transfer. The ownership of any Bond may be transferred only upon the
Registration Books kept for the registration and transfer of Bonds and only upon
surrender thereof at the office of the Registrar together with an assignment duly
executed by the holder or his duly authorized attorney in fact in such form as shall be
satisfactory to the Registrar, along with the address and social security number or
federal employer identification number of such transferee (or, if registration is to be
made in the name of multiple individuals, of all such transferees). In the event that the.
address of the registered owner of a Bond (other than a registered owner which is the
nominee of the broker or dealer in question) is that of a broker or dealer, there must be
disclosed on the Registration Books the information pertaining to the registered owner
required above. Upon the transfer of any such Bond, a new fully registered Bond, of
any denomination or denominations permitted by this Resolution in aggregate principal
amount equal to the unmatured and unredeemed principal amount of such transferred
fully registered Bond, and bearing interest at the same rate and maturing on the same
date or dates shall be delivered by the Registrar.
(c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds,
the Registrar shall register, at the earliest practicable time, on the Registration Books,
the Bonds, in accordance with the provisions of this Resolution.
(d) Ownership. As to any Bond, the person in whose name the ownership of the
same shall be registered on the Registration Books of the Registrar shall be deemed
and regarded as the absolute owner thereof for all purposes, and payment of or on
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account of the principal of any such Bonds and the premium, if any, and interest thereon
shall be made only to or upon the order of the registered owner thereof or his legal
representative. All such payments shall be valid and effectual to satisfy and discharge
the liability upon such Bond, including the interest thereon, to the extent of the sum or
sums so paid.
(e) Cancellation. All Bonds which have been redeemed shall not be reissued
but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar
shall be destroyed and a certificate of the destruction thereof shall be furnished
promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall
forward the cancelled Bonds to the Issuer.
(f) Non-Presentment of Bonds. In the event any payment check representing
payment of principal of or interest on the Bonds is returned to the Paying Agent or if any
bond is not presented for payment of principal at the maturity or redemption date, if
funds sufficient to pay such principal of or interest on Bonds shall have been made
available to the Paying Agent for the benefit of the owner thereof, all liability of the
Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith
cease, terminate and be completely discharged, and thereupon it shall be the duty of
the Paying Agent to hold such funds, without liability for interest thereon, for the benefit
of the owner of such Bonds who shall thereafter be restricted exclusively to such funds
for any claim of whatever nature on his part under this Resolution or on, or with respect
to, such interest or Bonds. The Paying Agent's obligation to hold such funds shall
continue for a period equal to two years and six months following the date on which
such interest or principal became due, whether at maturity, or at the date fixed for
redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any
remaining funds so held to the Issuer, whereupon any claim under this Resolution by
the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer.
(g) Registration and Transfer Fees. The Registrar may furnish to each owner, at
the Issuer's expense, one bond for each annual maturity. The Registrar shall furnish
additional bonds in lesser denominations (but not less than the minimum denomination)
to an owner who so requests.
Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case
any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer
shall at the request of Registrar authenticate and deliver a new Bond of like tenor and
amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and
substitution for such mutilated Bond to Registrar, upon surrender of such mutilated
Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with
the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been
destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the
Registrar and Issuer with satisfactory indemnity and complying with such other
reasonable regulations as the Issuer or its agent may prescribe and paying such
expenses as the Issuer may incur in connection therewith.
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Section 10. Record Date. Payments of principal and interest, otherwise than
upon full redemption, made in respect of any Bond, shall be made to the registered
holder thereof or to their designated agent as the same appear on the books of the
Registrar on the 15th day preceding the payment date. All such payments shall fully
discharge the obligations of the Issuer in respect of such Bonds to the extent of the
payments so made. Payment of principal shall only be made upon surrender of the
Bond to the Paying Agent.
Section 11. Execution Authentication and Delivery of the Bonds. Upon the
adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to
the Registrar, who shall authenticate the Bonds and deliver the same to or upon order
of the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be
entitled to any right or benefit hereunder unless the Registrar shall duly endorse and
execute on such Bond a Certificate of Authentication substantially in the form of the
Certificate herein set forth. Such Certificate upon any Bond executed on behalf of the
Issuer shall be conclusive evidence that the Bond so authenticated has been duly
issued under this Resolution and that the holder thereof is entitled to the benefits of this
Resolution.
No Bonds shall be authenticated and delivered by the Registrar unless and until
there shall have been provided the following:
1. A certified copy of the Resolution of Issuer authorizing the issuance of the
Bonds;
2. A written order of Issuer signed by the Treasurer of the Issuer directing the
authentication and delivery of the Bonds to or upon the order of the
Purchaser upon payment of the purchase price as set forth therein;
3. The approving opinion of Ahlers & Cooney, P.C., Bond Counsel,
concerning the validity and legality of all the Bonds proposed to be issued.
Section 12. Right to Name Substitute Paving Agent or Registrar. Issuer
reserves the right to name a substitute, successor Registrar or Paying Agent upon
giving prompt written notice to each registered bondholder.
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Section 13. Form of Bond. Bonds shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as
follows:
(6)
(7)
(6)
(8)
(1)
(2) I I (3) I ( (~') I I (5)
(9)
(9a)
(~ ~)
(Continued on the back of this Bond)
(11)(12)(13) I ( (14) I I (15)
FIGURE 1
(Front)
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(10) (16)
(Continued)
FIGURE 2
(Back)
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The text of the Bonds to be located thereon at the item numbers shown shall be
as follows:
Item 1, figure 1 = "STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"GENERAL OBLIGATION URBAN RENEWAL BOND"
"TAXABLE SERIES 2008C"
Item 2, figure 1
Item 3, figure 1
Item 4, figure 1
Item 5, figure 1
Item 6, figure 1
Item 7, figure 1
Item 8, figure 1
= Rate:
= Maturity:
= Bond Date: November 4, 2008
= Cusip No.:
_ "Registered"
= Certificate No. _
= Principal Amount: $
Item 9, figure 1 = The City of Dubuque, Iowa, a municipal corporation
organized and existing under and by virtue of the Constitution and laws of the State of
Iowa (the "Issuer"), for value received, promises to pay from the source and as
hereinafter provided, on the maturity date indicated above, to
Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer
with name of Registered Owner).
.Item 10, figure 1 = or registered assigns, the principal sum of (principal amount
written out) THOUSAND DOLLARS in lawful money of the United States of America, on
the maturity date shown above, only upon presentation and surrender hereof at the
office of Wells Fargo Bank, National Association, Paying Agent of this issue, or its
successor, with interest on the sum from the date hereof until paid at the rate per
annum specified above, payable on June 1, 2009, and semiannually thereafter on the
1st day of June and December in each year.
Interest and principal shall be paid to the registered holder of the Bond as shown
on the records of ownership maintained by the Registrar as of the 15th day preceding
such interest payment date. Interest shall be computed on the basis of a 360-day year
of twelve 30-day months.
This Bond is issued pursuant to the provisions of Sections 384.24(3)(q) and
403.12 of the Code of Iowa, for the purpose of paying costs of aiding in the planning,
undertaking and carrying out of urban renewal project activities under the authority of
Chapter 403 of the Code of Iowa and the Amended and Restated Urban Renewal Plan
for the Dubuque Industrial Center West Economic Development District, including those
costs associated with the North Siegert Farm demolition and grading project, in
conformity to a Resolution of the Council of the City duly passed and approved.
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Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is registered
in the name of Cede & Co. or in such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
Bonds maturing after June 1, 2016 may be called for redemption by the Issuer
and paid before maturity on that date or any date thereafter, from any funds regardless
of source, in whole. or from time to time in part, in any order of maturity and within an
annual maturity by lot. The terms of redemption shall be par, plus accrued interest to
date of call.
Thirty days' notice of redemption shall be given by first class mail to the
registered owner of the Bond. Failure to give such notice by mail to any registered
owner of the Bonds or any defect therein shall not affect the validity of any proceedings
for the redemption of the Bonds. All Bonds or portions thereof called for redemption will
cease to bear interest after the specified redemption date, provided funds for their
redemption are on deposit at the place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the
Bonds to be redeemed by random selection of the names of the registered owners of
the entire annual maturity until the total amount of~Bonds to be called has been
reached.
Ownership of this Bond may be transferred only by transfer upon the books kept
for such purpose by Wells Fargo Bank, National Association, the Registrar. Such
transfer on the books shall occur only upon presentation and surrender of this Bond at
the office of the Registrar as designated below, together with an assignment duly
executed by the owner hereof or his duly authorized attorney in the form as shall be
satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and
Paying Agent but shall, however, promptly give notice to registered bondholders of such
change. All bonds shall be negotiable as provided in Article 8 of the Uniform
Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for
registration and transfer contained in the Bond Resolution.
And it is hereby represented and certified that all acts, conditions and things
requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had,
to be done, or to be performed precedent to the lawful issue of this Bond, have been
existent, had, done and performed as required by law; that provision has been made for
the levy of a sufficient continuing annual tax on all the taxable property within the
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territory of the Issuer for the payment of the principal and interest of this Bond as the
same will respectively become due; that the faith, credit, revenues and resources and
all the real and personal property of the Issuer are irrevocably pledged for the prompt
payment hereof, both principal and interest; and the total indebtedness of the Issuer
including this Bond, does not exceed the constitutional or statutory limitations.
IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to
be signed by the manual signature of its Mayor and attested by the manual signature of
its City Clerk, with the seal of the City impressed hereon, and to be authenticated by the
manual signature of an authorized representative of the Registrar, Wells Fargo Bank,
National Association, Des Moines, Iowa.
Item 11, figure 1 =Date of authentication:
Item 12, figure 1 =This is one of the Bonds described in the within mentioned
Resolution, as registered by Wells Fargo Bank, National
Association.
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Registrar
By:
Authorized Signature
Item 13, figure 1 =Registrar and Transfer Agent:
Wells Fargo Bank, National Association Paying Agent:
Wells Fargo Bank, National Association
SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14, figure 1 = (Seal)
Item 15, figure 1 = [Signature Block]
CITY OF DUBUQUE, IOWA
By: (manual signature)
Mayor
ATTEST:
By: (manual signature)
City Clerk
Item 16, figure 2 = [Assignment Block]
[Information Required for Registration]
ASSIGNMENT
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For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. )
the within Bond and does hereby irrevocably constitute and appoint
attorney in fact to transfer the Bond on the books kept for registration of the within Bond,
with full power of substitution in the premises.
Dated
(Person(s) executing this Assignment sign(s) here)
SIGNATURE )
GUARANTEED)
IMPORTANT -READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written upon
the face of the certificate(s) or bond(s) in every particular without alteration or
enlargement or any change whatever. Signature guarantee must be provided in
accordance with the prevailing standards and procedures of the Registrar and
Transfer Agent. Such standards and procedures may require signature to be
guaranteed by certain eligible guarantor institutions that participate in a
recognized signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax
Identification Number of
Transferee(s)
Transferee is a(n):
Individual* Corporation
Partnership Trust
~If the Bond is to be registered in the names of multiple individual owners, the names of
all such owners and one address and social security number must be provided.
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The following abbreviations, when used in the inscription on the face of this
Bond, shall be construed as though written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
IA UNIF TRANS MIN ACT - ............Custodian............
(Gust) (Minor)
under Iowa Uniform Transfers
to Minors Act ...................
(State)
ADDITIONAL ABBREVIATIONS MAY
ALSO BE USED THOUGH NOT IN THE ABOVE LIST
Section 14. Contract Between Issuer and Purchaser. This Resolution
constitutes a contract between the City and the purchaser of the Bonds.
Section 15. Severability Clause. If any section, paragraph, clause or provision of
this Resolution be held invalid, such invalidity shall not affect any of the remaining
provisions hereof, and this Resolution shall become effective immediately upon its
passage and approval.
Section 16. Continuing Disclosure. The Issuer hereby covenants and agrees
that it will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate, and the provisions of the Continuing Disclosure Certificate are hereby
incorporated by reference as part of this Resolution and made a part hereof.
Notwithstanding any other provision of this Resolution, failure of the Issuer to comply
with the Continuing Disclosure Certificate shall not be considered an event of default
under this Resolution; however, any holder of the Bonds or Beneficial Owner may take
such actions as may be necessary and. appropriate, including seeking specific
perFormance by court order, to cause the Issuer to comply with its obligations under the
Continuing Disclosure Certificate. For purposes of this section, "Beneficial Owner"
means any person which (a) has the power, directly or indirectly, to vote or consent with
respect to, or to dispose of ownership of, any Bond (including persons holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner
of any Bonds for federal income tax purposes.
Section 17. Repeal of Conflicting Resolutions or Ordinances. That all
ordinances and resolutions and parts of ordinances and resolutions in conflict herewith
are hereby repealed.
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PASSED AND APPROVED this 20t" day of October, 2008.
J2 0
Roy D. ~uol, Mayor
ATTEST:
eanne F. Schneider, CMC
City Clerk