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Proceedings to Amend the 2009 Sewer Capital Loan Notes SRF Reset_W 32nd St Stormwater Detention Basin Copyrighted May 20, 2019 City of Dubuque Action Items # 2. ITEM TITLE: Proceedings to Amend the 2009 Sewer Capital Loan Notes (State Revolving Fund Loan)for a Rate Reset (Refinancing)- West 32nd Street Stormwater Detention Basin Project SUMMARY: City Manager recommending approval of an amendmentto the City Sewer Revenue State Revolving Fund Loan Agreement entered into as of January 14, 2009. RESOLUTION approving and authorizing anAmendment to the Loan and Disbursement Agreement by and between the City of Dubuque and the lowa Finance Authority, and authorizing and providing for the reissuance of$971 ,000 in outstanding principal amount of the Sewer Revenue Capital Loan Note, Series 2009 SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt Resolution(s) ATTACHMENTS: Description Type MVM Memo City Manager Memo Staff Memo Staff Memo Resolution Resolutions Supplemental Tax Certificate Supporting Documentation Bond Counsel Letter Supporting Documentation Refinancing RepaymentSchedule Supporting Documentation Dubuque THE CTTY OF � DT T� r All-AmericaCiry U t� Masterpiece on the Mississippi 1 I I I Im' 2009.2012.2UI3.20l] TO: The Honorable Mayor and City Council Members FROM: Jennifer Larson, Director of Finance and Budget SUBJECT: Proceedings to Amend the 2009 Sewer Capital Loan Notes (State Revolving Fund Loan) for a Rate Reset (Refinancing) - West 32nd Street Stormwater Detention Basin Project DATE: May 11, 2019 Director of Finance and Budget Jennifer Larson recommends City Council approval of an amendment to the City Sewer Revenue State Revolving Fund Loan Agreement entered into as of January 14, 2009. The original loan was for $2,000,000 and was used for the West 32nd Street Detention Basin Project, which included the construction of a stormwater detention basin to alleviate flooding and reconstructing the sanitary sewer system to prevent inflow and infiltration during and following heavy rainfall events. The outstanding loan amount is currently $971,000 at 3% interest. This rate reset will reduce the interest rate to 1.75% for the remaining 971,000 and will generate interest savings of $63,225. I concur with the recommendation and respectFully request Mayor and City Council approval. ��� ��'h�/����y-'~ Michael C. Van Milligen MCVM:jml cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Teri Goodmann, Assistant City Manger Jennifer Larson, Director of Finance and Budget Gus Psihoyos, City Engineer Dubuque THE CTTY OF � DT T� r All-AmericaCiry U t� Masterpiece on the Mississippi 1 I I I Im' 2009.2012.2UI3.20l] TO: Michael C. Van Milligen, City Manager FROM: Jennifer Larson, Director of Finance and Budget SUBJECT: Proceedings to Amend the 2009 Sewer Capital Loan Notes (State Revolving Fund Loan) for a Rate Reset (Refinancing) - West 32nd Street Stormwater Detention Basin Project DATE: May 11, 2019 INTRODUCTION The purpose of this memorandum is to suggest proceedings and amend the City's Sewer Revenue State Revolving Fund (SRF) loan agreement entered into as of January 14, 2009 for the West 32"d Street Stormwater Detention Basin. BACKGROUND The original loan was for $2,000,000 and was used for the West 32"d Street Detention Basin Project, which included the construction of a stormwater detention basin to alleviate flooding and reconstructing the sanitary sewer system to prevent inflow and infiltration during and following heavy rainfall events. DISCUSSION This loan rate reset will reduce the interest rate from 3.00% to 1.75% for the remaining principal balance of$971,000 and will generate interest savings of $63,225. The resolution approves and authorizes an amendment to the loan and disbursement agreement between the City of Dubuque, lowa and the lowa Finance Authority (lender) and the lowa Department of Natural Resources and Wells Fargo Bank, N.A. (trustee). A letter from bond counsel Kristin Billingsley Cooper is attached. ACTION I respectFully recommend approval of resolution and the Supplemental Tax Certificate confirming no changes to the covenants and representations of the original tax certificate the City approved for the 2009 loan. Attachments cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Teri Goodmann, Assistant City Manger Ahlers&Cooney, P.C. A H L E R S C O O N E Y Attorneys at Law 100 Court Avenue, Suite 600 A T T ❑ R N E Y 5 Des Moines, lowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com Kristin Billingsley Cooper 515-246-0330 kcooper@ahlerslaw.com May 10, 2019 VIA CNIAIL & [7VERNIGHT CTYS Ms. Jenny Larson Budget Director City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 Re: Dubuque, Iowa—2009 Sewer Revenue Capital Loan Notes (Re-issuance) Dear Jenny: With this letter I am enclosing suggested City Council proceedings to document the Council's approval of an amendment to the City's Sewer Revenue SRF loan agreement entered into as of January 14, 2009. Attached to the resolution is the proposed Amendment. The resolution also approves the form of Supplemental Tax Certificate confirming no changes to the covenants and representations of the original tax certificate the City approved for the 2009 loan. Following City Council approval of the resolution,please return all copies of the Resolution (with attached Amendment) and Supplemental Tax Certificate to us. After the Iowa Finance Authority has executed the Amendment, we will provide you with a complete transcript of this action. Finally, I also am enclosing a Form 8038-G for the amended loan to be filed with the Internal Revenue Service,reporting the change in the interest rate. Please sign the same and return it to us. We will complete and file the Form with the Internal Revenue Service and provide you with a complete copy once its receipt has been confirmed. Should you have any questions,please don't hesitate to call me. Very truly yours, K� stin Billingsley Cooper FOR THE FIRM KBC:seb Enclosures cc: Kevin Firnstahl, City of Dubuque (via e-mail w/enc.) Tionna Pooler, Independent Public Advisors (via e-mail w/enc.) 01591164-1\10422-081 ;"i!�:_�.._�L._I�:'' I��`. � - ,;,, � ;J �zI 71 L:_ r:II �U' ..'C i '�,��:ir�, _ '�_�;Ij(�;.� April 17, 2019 �_, -;� �, , : Ma or Scott Buol �TATE y REUOLVING FUND City of Dubuque 50 W 13th St Dubuque, IA 52001-4864 Dear Mayor Buol: The State Revolving Fund for• Clean Water and Drinking Water Program (SRF Progratn)reduced its interest rate on all new 20-year SRF loans to 1.75% several years ago. Due to growth in the prograin and careful financial inanageinent,the SRF Program can offer this new interest rate on all existing SRF Loans that are at least 10 years old. That ineans that as of June l, 2019, the interest rate on the City of Dubuque's Clean Water SRF loan, C0109R will be reduced from 3%to 1.75%. Ovei•the reinaining term of your loan, this interest rate reduction will save your coirullunity $63,225. Because an interest rate reduction changes the terins of your original SRF Loan agreement, you inust contact your bond counsel to assist you in amending the documents related to your SRF Loan. Please work to execute the updated docuinents as soon as possible. We have enclosed a new debt service schedule for the remaining term of your SRF Loan for yotu� convenience. Thank you for realizing the benefit of the SRF Program and for using it to finance your wastewater or drinlcing water project. We are coinmitted to providing low-cost funds for drinlcing water and wastewatei• infrastructui•e projects to the coirununities of Iowa. We hope you will consider the SRF Prograin for all your firture water quality needs. Sincerely, �`� De� Durham Executive Director Enclosure cc: Jemlifer Larson, Finance Director INVESTING IN IOWA'S WATER I www.iowasrf.com ��� Dubuque � *x*Effective 6.1.19"*� � Loan ID C0109R � Dated Date 1/14/2009 ---�C�^i►— Loan Amount �2,000,000.00 (Unused-$1�3,000) ���T� InterestSa��ings $63,22i.00 �',=t'�'•;%'•.`:� ��.��i�:.:vv:rarrF.cassrunr.ewrooam v.c r-s r.Hz::W eR�ort i:bm.wl es:�ret3 Current Schedule New Debt Schedule Current Interest Seivicing New Interest ServicinQ Ne�.v Annual Date Principal 3.00% Fee Principal 1.7�% Fee � Debt Service 12/1/2019 14,565.00 8,496.25 6/1/2020 9�,000.00 14,565.00 2,427.5Q 9�,000.00 8,496.25 2,427.�0 114,420.00 12/1/2020 13,140.00 7,66�.00 6/1/2021 98,000.00 13,140.00 2,19U.00 98,000.00 7,665.00 2,190.00 115,520.00 12/I/2021 1 1,670.00 6,807.50 6/1/2022 101,000.00 11,670.00 1,945.00 101,000.00 6,807.�0 1,945.00 116,560.00 12/1/2022 10,155.00 �,9?3.7� 6/1/2023 104,000.00 10,155.00 1,692.50 104,000.00 5,923.75 1,692.50 117,540.00 12/1/2023 8,595.00 5,013.7� 6/1/2024 107,000.00 8,595.00 1,432.50 ]07,000.00 5,013.75 1,43250 118,460.00 12/1/2024 6,990.00 4,077.50 6/1/2025 111,000.00 6,990.00 1,165.00 111,000.00 4,077.50 1,16�.00 120,320.00 12/1/2025 5,325.00 3,106.25 6/1/2026 115,000.00 5,325.00 887.5a 115,000.00 3,106.25 88750 122,100.00 12/1/2026 3,600.00 2,100.00 6/1/2027 118,000.00 3,600.00 600.00 118,000.00 2,100.00 600.00 122,800.00 12/ll2027 1,830.00 1,067.�0 6/1/2028 122,000.00 1,830.00 305.0a 122,000.00 1,067.�0 305.00 124,440.00 971,000.00 151,740.00 12,645.00 971,000.00 88,515.00 12,645.00 1,072,160.00 ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA $971,000 Sewer Revenue Capital Loan Note, Series 2009 (Rate Reset) • Resolution approving and authorizing an Amendment to the Loan and Disbursement Agreement by and between the City of Dubuque and the Iowa Finance Authority, and authorizing and providing for the reissuance of $971,000 in outstanding principal amount of the Sewer Revenue Capital Loan Note, Series 2009. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. May 20, 2019 The City Council of the City of Dubuque, State of Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:00 P.M., on the above date. There were present Mayor Roy D. Buol in the chair, and the following named Council Members: Luis Del Toro, Ric Jones, Kate Larson, David Resnick, Jake Rios, Brett Shaw Absent: Vacant: 1 Council Member introduced the following Resolution entitled "RESOLUTION APPROVING AND AUTHORIZING AN AMENDMENT TO THE LOAN AND DISBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE AND THE IOWA FINANCE AUTHORITY, AND AUTHORIZING AND PROVIDING FOR THE REISSUANCE OF $971,000 IN OUTSTANDING PRINCIPAL AMOUNT OF THE SEWER REVENUE CAPITAL LOAN NOTE, SERIES 2009", and moved its adoption. Council Member seconded the motion to adopt. The roll was called and the vote was: AYES: NAYS: Whereupon the Mayor declared the following Resolution duly adopted: 2 RESOLUTION NO: 193-19 RESOLUTION APPROVING AND AUTHORIZING AN AMENDMENT TO THE LOAN AND DISBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE AND THE IOWA FINANCE AUTHORITY, AND AUTHORIZING AND PROVIDING FOR THE REISSUANCE OF $971,000 IN OUTSTANDING PRINCIPAL AMOUNT OF THE SEWER REVENUE CAPITAL LOAN NOTE, SERIES 2009 WHEREAS, the City of Dubuque (hereinafter the "Issuer") previously issued its Sewer Revenue Capital Loan Note, Series 2009, dated January 14, 2009, in the amount of $2,000,000 (of which $153,000 was not drawn) (hereinafter the "Notes") outstanding after June 1, 2019 in the amount of $971,000, pursuant to a Loan and Disbursement Agreement between the Issuer, the Iowa Finance Authority, the Iowa Department of Natural Resources and Wells Fargo Bank, N.A., dated of like date (the "Agreement"), for the purpose of defraying the costs of the Project (as defined in the resolution authorizing issuance of the same (hereinafter the "Resolution")); and WHEREAS, the Iowa Finance Authority, as Original Purchaser and current holder of the Notes, has authorized a reduction in the interest rate on the Notes to 1.75% effective June 1, 2019; and WHEREAS, an Amendment to the Loan and Disbursement Agreement (hereinafter the "Amendment") has been prepared to reflect said interest rate reduction, a copy of which is attached hereto as Exhibit A; and WHEREAS, pursuant to IRS regulations adoption of the Amendment constitutes a reissuance of the Notes. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IN THE COUNTY OF DUBUQUE, STATE OF IOWA: Section 1. That the Resolution is hereby amended to reflect the interest rate reduction to 1.7c% per annum nn the outstanding principal amount from and after 1�, principal amount from CLl 1111 June 1, 2019 for the remainder of the life of the Notes, payable in accordance with the debt service schedule attached to the Amendment, and incorporated herein by this reference. Section 2. That the Amendment in substantially the form attached to this Resolution is hereby authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. 3 Section 3. That the Director of Finance & Budget is hereby authorized to execute and deliver a Supplemental Tax Certificate regarding the uses of proceeds and the system, and otherwise approving the tax covenants made by the City with respect to the Note at the time of the issuance thereof. Section 4. Except as amended herein, all of the other terms and conditions of the Resolution and Agreement are in all respects ratified, confirmed and approved and shall remain in full effect. PASSED AND APPROVED this 20th day of May 201 ATTEST: Mayor 4 (04, CERTIFICATE STATE OF IOWA ) SS COUNTY OF DUBUQUE I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the records of the City 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 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. 2019. WITNESS my hand and the seal of the Council hereto afdthis 21st day of May, City C,�lerk, City of / buque, State of Iowa EXHIBIT A AMENDMENT TO LOAN AND DISBURSEMENT AGREEMENT The Loan and Disbursement Agreement (Sewer Revenue) (the "Agreement") entered into as of January 14, 2009 by and between the City of Dubuque, Iowa (the "City" or "Issuer"), the Iowa Finance Authority, as lender (the "Lender"), the Iowa Department of Natural Resources and Wells Fargo Bank, N.A., as trustee (the "Trustee"), relating to a loan from the Lender to the City in the original amount of $2,000,000 (of which $153,000 was not drawn), outstanding as of June 1, 2019 in the aggregate amount of $971,000, is hereby amended as follows: 1. The applicable interest rate for the Agreement shall be changed to 1.75%, effective as of June 1, 2019, and the Agreement shall thereafter be payable in accordance with the debt service schedule attached hereto and incorporated herein by this reference. 2. Except as amended herein, all of the other terms and conditions of the Agreement are in all respects ratified, confirmed and approved and shall remain in full effect. IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the 20th day of May 2019. By: CITY OF DUBUQUE, IOWA Mayor IOWA FINANCE AUTHORITY By: 01590752-1\10422-081 Executive Director SUPPLEMENTAL TAX CERTIFICATE OF DUBUQUE, IOWA The undersigned officers of the City of Dubuque, Iowa(the "City"), hereby certify as follows: 1. The Council of the City of Dubuque ("Council"), acting at a meeting duly called and held on May 20, 2019, has authorized the execution and delivery of an Amendment to the Loan and Disbursement Agreement originally dated as of January 14, 2009 ("Agreement")by and between the Council and the Iowa Finance Authority ("Purchaser"), and approved a resolution ("Supplemental Resolution") amending the resolution approved by the Council on December 15, 2008 ("Original Bond Resolution"), which Original Bond Resolution authorized the issuance and delivery of a$2,000,000 Sewer Revenue Capital Loan Note, Series 2009, dated January 14, 2009, of the City("Original Notes"). 2. The officers whose name, title and signature appear below were, on the date or dates of the execution of the instruments referred to in paragraph 1 hereof, and are on the date hereof,the duly elected and qualified incumbents of the offices of the City set opposite their names and the signatures appearing below are the genuine signatures of said officers. 3. We have reviewed the representations, covenants and warranties contained in the Tax Exemption Certificate dated January 14, 2009 ("Tax Certificate") executed on behalf of the City in connection with the issuance of the Original Notes. A true and accurate copy of the Tax Exemption Certificate is attached hereto as Exhibit A. 4. The description ofthe Project set forth in Section II ofthe Tax Certificate accurately describes the Project as constructed and as it exists and is used as of the date hereof, and there has been no change in the use of the Project since the Original Note was issued. 5. The construction of the Project has been completed, and all of the proceeds of the Original Note were expended on the costs of the Project, in the amounts and as described Sections II and III of the Tax Certificate. 6. Not more than 10% of the proceeds of the Original Notes or the facilities financed thereby, are to be used (directly or indirectly) or were used in a trade or business carried on by any person (other than a governmental unit), and not more 10% of the payment of the principal of or interest on the Original Notes are (directly or indirectly): (i) secured by any interest in property used or to be used in such trade or business or payments in respect of such property; or (ii) derived from payments (whether or not to the City) in respect of property or borrowed money used or to be used in such a trade or business, all within the meaning of Section 141(a) of the Code. 7. During the term of the Original Notes, and at all times prior to the date hereof, no private business use will be made or has been made ofthe Project, and no payments or security - 1 - will be made or furnished or has been made or furnished that would cause the Original Notes to be a"private activity bond" within the meaning of Section 141 of the Code and applicable regulations. 8. The reissuance of the Notes involves outstanding obligations in the amount of $971,000 which were previously designated by the Issuer as "qualified tax exempt obligations" as defined in Section 265(b)(3) ofthe Tax Code. Pursuantto Subsection (D) ofthat Section, said amount retains the prior designation. 9. The covenants of the City contained in the Tax Certificate are hereby ratified, confirmed and approved and shall continue to be binding upon the City as if set forth fully herein. This certificate is intended and is being delivered in order to meet the requirements of Section 148 of the Internal Revenue Code of 1986, as amended, and Treasury Regulation 1- 148(2)(b). IN WITNESS WHEREOF, the undersigned has hereunto set my hand as of the 20�' day of May, 2019. CITY OF DUBUQUE, IOWA By: Director of Finance & Budget (SEAL) 01590723-1\10422-081 ' 'L '