Sewer Revenue Capital Loan Note, Series 2019 State of Iowa SRF Amendment_Eagle Point Park Copyrighted
October 21 , 2019
City of Dubuque Action Items # 1.
ITEM TITLE: Sewer Revenue Capital Loan Note, Series 2019 State of
lowa Revolving Loan Fund — Sponsored Project
Amendment
SUMMARY: City Manager recommending approval of the suggested
proceedings to amend the Kerper Boulevard Sanitary
Sewer Revenue Capital Loan Note, Series 2019 State
Revolving Fund Loan in order to provide for funding of the
Eagle Point Park Environmental Restoration sponsorship
project.
RESOLUTION Amending the original Resolution,
approved on February 18, 2019, said Resolution
Approving and Authorizing a Loan and Disbursement
Agreement with the I owa Finance Authority and authorizing
and providing for the issuance of Sewer Revenue Capital
Loan Note, Series 2019, in order to provide for the funding
of a Sponsored Project under the terms of a new Series
2019 Note to be issued in the principal amount of
$2,652,630.89, which includes approval of a Supplemental
Tax Exemption Certificate
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt
Resolution(s)
ATTACHMENTS:
Description Type
MVM Memo City Manager Memo
Staff Memo Staff Memo
Resolution Resolutions
Amended Loan & DisbursementAgreement Supporting Documentation
Supplemental Tax Certificate Supporting Documentation
Bond Counsel Letter Supporting Documentation
Dubuque
THE CITY OF �
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DuB E , . � . ,
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Maste iece on the Mississi 1 zoo�•zoiz•zoi3
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: $2,652,631 Sewer Revenue Capital Loan Note, Series 2019 State of lowa
Revolving Loan Fund — Sponsored Project Amendment
DATE: October 11, 2019
Director of Finance and Budget Jennifer Larson is recommending City Council approval
of the suggested proceedings to amend the Kerper Boulevard Sanitary Sewer Revenue
Capital Loan Note, Series 2019 State Revolving Fund Loan in order to provide for
funding of the Eagle Point Park Environmental Restoration sponsorship project.
The new Sewer Revenue Capital Loan Note, Series 2019, in the principal amount of
$2,423,631, will be exchanged for the original Series 2019 note of $2,763,000, and will
have an interest rate of 0.75%.
The funding of the $229,000 in improvements will come from interest payments of the
City's Kerper Boulevard Sanitary Sewer loan which will be returned to the City to fund
the Eagle Point Park Environmental Restoration project.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
�J'G/� v GVrt
Michael C. Van Milligen
MCVM/jml
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Teri Goodmann, Assistant City Manager
Laura Carstens, Planning Services Manager
Marie Ware, Leisure Services Manager
Jennifer Raber, Finance Manager
D u buq ue Finance Deparhnent
THE CITY OF �,�,� 5o West 13'�Street
AIFIIm�eNC7iC ty Dubuque,Iowa 52001-4845
Office(563)589-4398
U R �j � � � � �� Fax(563)690-6689
lJ L TTY(563)690-6678
2007•2012�2013 finance(cl)cityofdubuque.orq
MGiSt2?'p1EC2 072 t�le M1SS1SS2�'I�'I1 2017+2019 WWW cityofdubque.org
TO: Michael C. Van Milligen, City Manager
FROM: Jennifer Larson, Director of Finance and Budget
SUBJECT: $2,652,631 Sewer Revenue Capital Loan Note, Series 2019 State of lowa
Revolving Loan Fund — Sponsored Project Amendment
DATE: October 11, 2019
INTRODUCTION:
The purpose of this memorandum is to provide suggested proceedings to amend the
Kerper Boulevard Sanitary Sewer Revenue Capital Loan Note, Series 2019 (State
Revolving Loan Fund) in order to provide for the funding of the Eagle Point Park
Environmental Restoration sponsorship project. A letter from bond counsel detailing the
information on the loan amendment is attached.
DISCUSSION
Eagle Point Park Environmental Restoration Management Plan, developed January 2017,
outlines the unique nature and value of Eagle Point Park and the importance of making the
site more resilient. The report focuses on the restoration of native plants to improve the
health of the ecosystem and enhance ecological functions such as water purification,
groundwater recharge and pollinator support. Another major area of focus is the reduction
of stormwater runoff and using stormwater best practices to manage runoff. This project
would implement best practices outlined in the Eagle Point Park Environmental
Restoration Management Plan such as;
• Installation of Rain Gardens
• Stabilizing Headcuts
• Retrofitting Existing Basins
• Converting Turf to Native Plants and Prairie
• Re-route Runoff to Existing Basin
• Creating an Infiltration Area
The City of Dubuque was approved for partially funding for this project through the Clean
Water SRF Sponsorship Project program which typically allows funding for approximately
$100,000 for every $1,000,000 on the original loan. This SRF Sponsorship Project is
related to the Kerper Boulevard Sanitary Sewer Reconstruction SRF loan and will provide
$229,000 needed to construct the improvements associated with the Eagle Point Park
Environmental Restoration Project.
The new Sewer Revenue Capital Loan Note, Series 2019, in the principal amount of
$2,423,631 , will be exchanged for the original Series 2019 note of$2,763,000, and will
have an interest rate of 0.75°k.
The funding of the $229,000 in improvements will come from interest payments of the
City's Kerper Boulevard Sanitary Sewer loan which will be returned to the City to fund the
Eagle Point Park Environmental Restoration project.
RECOMMENDATION
I respectfully recommend the adoption of the enclosed resolutions to complete the action
required on the $2,652,631 Sewer Revenue Capital Loan Note, Series 2019 State of lowa
Revolving Loan Fund Sponsored Project amendment.
Attachments
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manger
Cori Burbach, Assistant City Manager
Gus Pshoyos, City Engineer
Laura Carstens, Planning Services Manager
Marie Ware, Leisure Services Manager
Jennifer Raber, Finance Manager
Ahlers&Cooney, P.C.
Iq H L E R S L'O O N EY Attorneys at Law
100 Court Avenue, Suite 600
A T T O R fV E Y 5 Des Moines, lowa 50309-2231
Phone: 515-243-7611 ,
Fax: 515-243-2149
wv+rw.ahlerslaw.com
Kristin Billingsley Cooper
515.246.0330
kcoopert@ah lerslaw.com
October 9, 2019
VIA E-MAIL & OVERNIGHT MAIL �
Jenny Larson
Director of Finance & Budget
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001
RE: Dubuque, Iowa- $2,652,630.89 Sewer Revenue Capital Loan Note, Series 2019
(State of Iowa Revolving Loan Fund—Sponsored Project Amendment)
Dear Jenny:
Enclosed please find suggested Council proceedings which approve loan documents
concerning the increase in the principal amount of the Sewer Revenue Capital Loan Note, Series
2019, in order to provide funding for the Eagle Point Park Sponsored Project. The Council
actions consist of the following:
l. Resolution amending the original Resolution No. 52-19, approved on February
18, 2019, approving new loan documents, and authorizing the exchange of the original Series
2019 Note for a New Note.
2. Sponsored Project Loan and Disbursement Agreement Amendment, providing for
the exchange of the original Series 2019 Note for the New Note in the amount of$2,652,630.89,
bearing interest at a new rate of 0.75%.
3. New Sewer Revenue Capital Loan Note, Series 2019, in the principal amount of
$2,652,630.89, which will be exchanged for the original Series 2019 Note. A physical Note is
included for execution and authentication.
4. Supplemental Tax Certificate, to be dated as of the date of closing, This serves to
update the Certificate executed at the time of issuance of the original Series 2019 Note, and now
includes references to the Sponsored Project.
5. Form 8038-G, to be filed with the Internal Revenue Service.
WISHARD & BAILY - 1888: GUERNSEY & Bni�v - 1893; BAILY & STIPP - 1901; STIPP, PERRY, BANNISTER & STARZWGER - 1914; BANNISTER, CARPENTER,
AHLERS & COONEY - 1950; AHLERS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS, COONEY, DORWEILER, HAYNIE, SMITH Si ALLBEE, P.C. - 1990
October 9, 2019
Page 2
Please execute and return all documents to my office. We will coordinate with IFA to
effectuate the exchange of the Original Note for the New Note on November l, 2019. The City
can commence drawing on the additional principal amount, in accardance with standard IFA
disbursement procedures at that time as well.
Should you have any questions, please don't hesitate to call.
Very truly yours,
Kri in Billingsley Cooper
FOR THE FIRM
Enclosures
cc: Kevin Firnstahl, City Clerk, City of Dubuque
Tionna Pooler, Independent Public Advisors, LLC
0163 9463-1\10422-20 6
ITEMS TO INCLUDE ON AGENDA
CITY OF DUBUQUE, IOWA
$2,652,630.89 Sewer Revenue Capital Loan Notes, Series 2019 (Eagle Point Park - Sponsored
Project)
• Resolution Amending the Original Resolution, approved on February 18, 2019, said
Resolution Approving and Authorizing a Loan and Disbursement Agreement with the
Iowa Finance Authority and Authorizing and Providing for the Issuance of Sewer
Revenue Capital Loan Note, Series 2019, in Order to Provide for the Funding of a
Sponsored Project Under the Terms of a New Series 2019 Note to be Issued in the
Principal Amount of $2,652,630.89, which includes approval of a Supplemental Tax
Exemption Certificate.
NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE,
CHAPTER 21 AND THE LOCAL RULES OF THE CITY.
October 21, 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, David Resnick, Jake Rios, Brett Shaw
Absent:
Vacant: Ward 3
Council Member Shaw introduced the following Resolution entitled "RESOLUTION
AMENDING THE ORIGINAL RESOLUTION, APPROVED ON FEBRUARY 18, 2019, SAID
RESOLUTION APPROVING AND AUTHORIZING A LOAN AND DISBURSEMENT
AGREEMENT WITH THE IOWA FINANCE AUTHORITY AND AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF SEWER REVENUE CAPITAL LOAN NOTE,
SERIES 2019, IN ORDER TO PROVIDE FOR THE FUNDING OF A SPONSORED
PROJECT UNDER THE TERMS OF A NEW SERIES 2019 NOTE TO BE ISSUED IN THE
PRINCIPAL AMOUNT OF $2,652,630.89, WHICH INCLUDES APPROVAL OF A
SUPPLEMENTAL TAX EXEMPTION CERTIFICATE", and moved that the same be adopted.
Council Member Jones seconded the motion to adopt. The roll was called and the vote was,
AYES: Rios, Jones, Resnick, Buol, Shaw, Del Toro
NAYS:
Whereupon, the Mayor declared the following Resolution duly adopted:
RESOLUTION NO. 382-19
RESOLUTION AMENDING THE ORIGINAL RESOLUTION,
APPROVED ON FEBRUARY 18, 2019, SAID RESOLUTION
APPROVING AND AUTHORIZING A LOAN AND
DISBURSEMENT AGREEMENT WITH THE IOWA FINANCE
AUTHORITY AND AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF SEWER REVENUE CAPITAL LOAN NOTE, SERIES
2019, IN ORDER TO PROVIDE FOR THE FUNDING OF A
SPONSORED PROJECT UNDER THE TERMS OF A NEW SERIES
2019 NOTE TO BE ISSUED IN THE PRINCIPAL AMOUNT OF
$2,652,630.89, WHICH INCLUDES APPROVAL OF A
SUPPLEMENTAL TAX EXEMPTION CERTIFICATE
WHEREAS, the Issuer previously issued its Sewer Revenue Capital Loan Note, Series
2019, dated March 8, 2019, in the amount of $2,763,000 ("Original Note"), pursuant to a Loan
and Disbursement Agreement between Issuer and the Iowa Finance Authority, 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, upon completion of the Project contemplated by the Original Note, the final
loan is anticipated to be $2,423,630.89 (with $2,316,911.78 already drawn, and an estimated
$106,719.11 anticipated to be drawn); and
WHEREAS, the Issuer has been approved by the Iowa Finance Authority and the
Department of Natural Resources for a "sponsored project" amendment to the Original Note for a
water restoration project described below ("Sponsored Project") to be funded under the terms of
a new Series 2019 Note in the principal amount of $2,652,630.89 and bearing interest at the rate
of 0.75% ("New Note"); and
a new Series 2019 Note in the principal amount of $2,652,630.89 and bearing interest at the rate
of 0.75% ("New Note"); and
WHEREAS, the Iowa Finance Authority has requested that the Original Note be
exchanged for the New Note, reflecting the additional amount allocated for the Project; and
WHEREAS, pursuant to notice published as required by law, this Council has previously
held a public meeting and hearing upon the proposal to institute proceedings for the authorization
of a Loan and Disbursement Agreement by and between the Issuer and the Iowa Finance
Authority, and the issuance to the Iowa Finance Authority of not to exceed $4,900,000 Sewer
Revenue Capital Loan Notes to evidence the obligations of the Issuer under said Loan and
Disbursement Agreement, for the purpose of providing funds to pay costs of acquisition,
construction, reconstruction, extending, remodeling, improving, repairing and equipping all or
part of the Municipal Sewer System, including those costs associated with the Kerper Boulevard
sanitary sewer reconstruction project and the Eagle Point Park Environmental Restoration
Project, and considered the extent of objections received from residents or property owners as to
said proposal; and
WHEREAS, a Sponsored Project Loan and Disbursement Agreement Amendment
(hereinafter the "Amendment") has been prepared to reflect said interest rate reduction and
additional loan amount, 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 Note.
NOW, THEREFORE, BE IT RESOLVED BY CITY COUNCIL OF THE CITY OF
DUBUQUE, STATE OF IOWA:
Section 1. That the Resolution is hereby amended to reflect the interest rate reduction
to 0.75% per annum on the new principal amount of $2,652,630.89 from and after June 1, 2019
for the remainder of the life of the New Note. Debt service on the New Note is the same as debt
service on the Original Note, accordingly, parity coverage is not affected.
Section 2. That the Amendment in substantially the form attached to this Resolution
and the New Note are hereby authorized to be executed and issued on behalf of the Issuer by the
Mayor and attested by the City Clerk. The New Note shall be exchanged for the Original Note.
Section 3. . That the Supplemental Tax Certificate regarding the uses of proceeds and
the System is hereby approved. The Director of Finance & Budget is authorized to execute the
same.
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 21St day of October, 2019.
D�
Roy D. By�51, Mayor
ATTEST:
Kevir}fFirnstahl, City Cler
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.
WITNESS my hand and the seal of the Council hereto a ed this ' day of
, 2019.
Kevi;' irnsta 1, ity Clerk, City of Dubuque,
State of Iowa
(It
AHLERS COONEY
ATTDRNEYS
November 7, 2019
Jenny Larson
Director of Finance & Budget
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001
Ahlers & Cooney, 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
Kristin Billingsley Cooper
515.246.0330
kcooper@ahlerslaw.com
RE: $2,652,630.89 Sewer Revenue Capital Loan Note, Series 2019
(State of Iowa Revolving Loan Fund — Sponsored Project Amendment — Eagle
Point Park)
Dear Jenny:
The above SRF loan was amended on November 1, 2019 to add funds to pay costs of the
Eagle Point Park Sponsored Project. For your file, therefore, I am enclosing the following items:
1. Our firm's legal opinion;
2. Affidavit of Mailing regarding IRS Form 8038-G and proof of delivery;
3. Tax Exemption Certificate, entered into on March 8, 2019;
4. Supplemental Tax Certificate;
5. Sponsored Project Loan and Disbursement Agreement Amendment;
6. Specimen Note; and
7. Consent and Waiver of the Iowa Finance Authority.
The City may initiate withdrawals for the Eagle Point Park Sponsored Project from IFA
as planned. Should you have any questions, please don't hesitate to call me.
Very truly yours,
Kristin Billingsley Cooper
FOR THE FIRM
Enclosures
01639295-1\10422-206
WISHARD & BAILY - 1888; GUERNSEY & BAILY - 1893; BAILY & STIPP - 1901; STIPP, PERRY, BANNISTER at STARZINGER - 1914; BANNISTER, CARPENTER,
AHLERS & COONEY - 1950; AHLERS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. - 1990
i IHLERS COONEY
ATTORNEYS
November 1, 2019
Ahlers & Cooney, P.C.
Attorneys at Law
100 Court Avenue, Suite 600
Des Moines, lowa 50309-2231
Phone: 515-243-7611
Fax: 515-243-2149
www.ahlerslaw.com
We hereby certify that we have examined a certified transcript of the proceedings of the
City Council and acts of administrative officers of the City of Dubuque, State of Iowa (the
"Issuer"), relating to the issuance of Sewer Revenue Capital Loan Note No. R-2, Series 2019, by
said Issuer, dated as of the date of delivery, in the aggregate principal amount of $2,652,630.89
(the "New Note"). The New Note is being issued in exchange for the tender and cancellation of
that certain $2,763,000 Sewer Revenue Capital Loan Note No. R-1, Series 2019, dated as of March
8, 2019 (the "Original Note"), pursuant to a Sponsored Project Loan and Disbursement Agreement
Amendment, dated as of the date hereof ("Amendment") by and between the Issuer and the Iowa
Finance Authority, as the holder of the Original Note.
We have examined the law and such certified proceedings and other papers as we deem
necessary to render this opinion as bond counsel.
As to questions of fact material to our opinion, we have relied upon representations of the
Issuer contained in the resolution authorizing the Sponsored Project Loan and Disbursement
Agreement Amendment and issuance of the Note (the "Resolution") and in the certified
proceedings and other certifications of public officials furnished to us, without undertaking to
verify the same by independent investigation.
We have not been engaged to or undertaken to review the accuracy, completeness or
sufficiency of any offering material relating to the Note and we express no opinion relating thereto.
Based on our examination and in reliance upon the certified proceedings and other
certifications described above, we are of the opinion, under existing law, as follows:
1. The Issuer is duly created and validly existing as a body corporate and politic and
political subdivision of the State of Iowa with the corporate power to adopt and perform the
Resolution and Sponsored Project Loan and Disbursement Agreement Amendment and issue the
Note.
2. The Resolution and Sponsored Project Loan and Disbursement Agreement
Amendment have been duly adopted by the Issuer and constitute valid and binding obligations of
the Issuer enforceable upon the Issuer. The Resolution creates a valid lien on the Net Revenues of
the Sewer System pledged by the Resolution for the security of the Note.
The lien of the Note ranks on a parity as to the pledge of Net Revenues with respect to other
Outstanding Obligations and Additional Obligations, which may be issued upon conditions set
forth in the Resolution.
Wishard & Baily — 1888, Guernsey & Baily— 1893, Baily & Stipp — 1901, Stipp, Perry, Bannister & Starzinger— 1914, Bannister, Carpenter,
Ahlers & Cooney — 1950, Ahlers, Cooney, Dorweiler, Allbee, Haynie & Smith — 1974, Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C. — 1990
City of Dubuque, State of Iowa
$2,652,630.89 Sewer Revenue Capital Loan Note, Series 2019
Page 2
3. The Note has been duly authorized, issued and delivered by the Issuer and is a valid and
binding special obligation of the Issuer, payable solely from the sources provided therefor in the
Resolution.
4. Interest on the Note is excludable from gross income for federal income tax purposes
and is not an item of tax preference for purposes of the federal alternative minimum tax. The
opinion set forth in the preceding sentence is subject to the condition that the Issuer comply with
all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied
subsequent to the issuance of the Note in order that the interest thereon be, and continue to be,
excludable from gross income for federal income tax purposes. The Issuer has covenanted to
comply with all such requirements. Failure to comply with certain of such requirements may
cause interest on the Note to be included in gross income for federal income tax purposes
retroactively to the date of issuance of the Note.
We express 110 opinion regarding the accuracy, adequacy, or completeness of any offering
material relating to the Notes. - Further, we express no opinion regarding tax consequences arising
with respect to the Notes other than as expressly set forth herein.
The rights of the owners of the Notes and the enforceability of the Notes are limited by
bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors'
rights generally, and by .equitable principles, whether considered at law or in equity.
This opinion is given as of the date hereof, and we assume no obligation to revise or
supplement this opinion to reflect any facts or circumstances that may hereafter come to our
attention, or any changes in law that may hereafter occur.
01639303-1\10422-206
Respectfully submitted,
Form 8038-G
(Rev. September 2018)
Department of the Treasury
Internal Revenue Service
Information Return for Tax -Exempt Governmental Bonds
► Under Internal Revenue Code section 149(e)
► See separate instructions.
Caution: If the issue price is under $100,000, use Form 8038 -GC.
► Go to www.irs.gov/F8038G for instructions and the latest information.
OMB No. 1545-0720
If Amended Return, check here - ❑
1 Issuer's name
City of Dubuque, Iowa
2 Issuer's employer identification number (EIN)
42-6004596
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)
3b Telephone number of other person shown on 3a
4 Number and street (or P.O. box if mail is not delivered to street address)
50 W. 13th Street
Room/suite
5 Report number (For IRS Use Only)
13
6 City, town, or post office, state, and ZIP code
Dubuque, Iowa 52001
7 Date of issue
November 1, 2019
8 Name of issue
Reissuance of Sewer Revenue Capital Loan Notes, Series 2019 (Sponsored Project Amendment)
9 CUSIP number
None
10a Name and title of •officer or other employee of the issuer whom the IRS may call for more information (see
instructions)
e..,., fpr a 7renn nirpr-rnr of Finance and Budget
10b Telephone number of officer or other
employee shown on 10a
563.589.4322
LEM Type of Issue (enter the issue price). See the instructions and attach schedule.
11 Education
12 Health and hospital
13 Transportation
14 Public safety
15 Environment (including sewage bonds)
16 Housing
17 Utilities
18 Other. Describe -
19a If bonds are TANs or RANs, check only box 19a ► ❑
b If bonds are BANs, check only box 19b Iv- ❑
20 If bonds are in the form of a lease or installment sale, check box ► ❑
Description of Bonds. Complete for the entire issue for which this form is being filed.
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
11
12
13
14
15
16
17
2,652,630
89
18
(e) Yield
$ $2,652,630.89
21 06/01/2038
Uses of Proceeds of Bond
22 Proceeds used for accrued interest
23
24
25
26
27
28
29
$ $2,652,630.89
9.877 years
0.7500
Issue (including underwriters' discount)
Issue price•of entire issue (enter amount from line 21, column (b))
Proceeds used for bond issuance costs (including underwriters' discount) 24
Proceeds used for credit enhancement
Proceeds allocated to reasonably required reserve or replacement fund
Proceeds used to refund prior tax-exempt bonds. Complete Part V
Proceeds used to refund prior taxable bonds. Complete Part V .
Total (add lines 24 through 28)
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) .
Part V Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded .
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . .
33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY)
34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S
25
26
27
7,145 00
22
-0-
23
$2,652,630
89
-0-
-0-
2,416,485
89
28
-0-
29
$2,423,630
89
30
229,000
00
► 10.1737 years
1110-
0.0000 years
► 11/1/2019
08/09/2019
Form 8038-G (Rev. 9-2018)
Form 8038-G (Rev. 9-2018) Page 2
Part VI
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . .
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment. contract
(GIC). See instructions
b Enter the final maturity date of the GIC ► (MM/DD/YYYY)
c Enter the name of the GIG provider 0-
37
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ►✓❑ and enter the following information:
b Enter the date of the master pool bond ► (MM/DD/YYYY)
c Enter the EIN of the issuer of the master pool bond I-
d
d Enter the name of the issuer of the master pool bond ► See attached Schedule
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box - ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box 110-
41a
41a If the issuer has identified a hedge, check here ► D and enter the following information:
b Name of hedge provider to.
c Type of hedge ►
d Term of hedge ►
42 If the issuer has superintegrated the hedge, check box
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box ►
44 If the issuer has established written procedures to monitor the requirements of section 148, check box '- El
45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement . ►
b Enter the date the official intent was adopted ► (MM/DD/YYYY)
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
process this returnthe person that I have auth rized above.
35
-0-
36a
-o-
37
-o-
► ❑
Signature
and
Consent
Signature ou s authorized rep r tative
Date
0 ��� Jenny Larson, Director of Finance & Budget
Type or print name and title
Paid
Preparer
Use Only
Print/Type priparer's name
Kristin Billingsley Cooper
Preparer's signature e6A
Firm's name s Ahlers & Cooney, P.C.
Date dd
/1-1-1';
Firm's address 0- 100 Court Avenue, Suite 600, Des Moines, Iowa 50309
Check ❑ if
self-employed
Firm's EIN
Phone no.
PTIN
P02001942
42-1323559
515-243-7611
Form 8038-6 (Rev. 9-2018)
NOTES:
Schedule for Form 8038-G
of the City of Dubuque, State of Iowa
Reissuance of Sewer Revenue Note, Series 2019
Lines 7, 21 and Parts IV, V and VI
The Issuer's $2,763,000 Sewer Revenue Note, Series 2019 (the "Note"), was issued on March 8,
2019 and the Issuer timely filed a Form 8038-G shortly after issuance of the same. The loan was
made through a draw -down loan program administered jointly between the Iowa Department of
Natural Resources (DNR) and the Iowa Finance Authority (IFA) to encourage the design and
construction of Iowa water and wastewater infrastructure. The sole holder of the Note (IFA) has
authorized and approved an increase in the principal amount of the Note for the purpose of
financing the Issuer's construction of a "sponsored project", with a simultaneous decrease in the
interest rate on the Note from 1.75% to 0.75% resulting in no net modification or increase in
payments. The Note was exchanged for a new Note on November 1, 2019. The Issuer considers
the Note to be "reissued" as of that date, and is filing this Form 8038-G for that reason, using the
reissuance date as the Date of Issue. Notwithstanding the foregoing, the Issuer reserves the right
to treat the Note as not reissued as of said date in the event regulations under the Internal
Revenue Code of 1986 are clarified to permit such treatment.
Parts IV and V have been completed with the par value of the reissued original loan amount as
the refunded amount, while inserting the new money being spent on the sponsored project as
nonrefunding proceeds.
PART VI, Lines 38a -d
The Iowa Finance Authority (the "Authority") is the bondholder with respect to the above
referenced bonds. The Authority may determine in the future to issue tax-exempt bonds that are
master pool obligations and reimburse itself for the loan of the proceeds of the above referenced
bonds. To the extent that the Authority issues such master pool obligations and reimburses itself
from the proceeds of such master pool obligations for the loan of the proceeds of the above
referenced bonds, such reimbursement will be made on the date of issue of such master pool
obligations.
The EIN of the Iowa Finance Authority is 52-1699886.
AFFIDAVIT OF MAILING
STATE OF IOWA
) SS:
COUNTY OF POLK
I, Kristin Billingsley Cooper, do hereby certify that at the request of the City of
Dubuque, State of Iowa, I caused to be mailed a copy of the foregoing Form 8038-
G, Information Return for Tax -Exempt Governmental Obligations, (re: Sewer
Revenue Capital Loan Notes, Series 2019 (State of Iowa Revolving Fund Loan)
(Eagle Point Park Sponsored Project Amendment)), by mailing via United Parcel
Service, properly addressed to:
Department of the Treasury
Internal Revenue Service Center
1973 Rulon White Blvd
Ogden, UT 84201
such mailing being by United Parcel Service, 2nd Day Air®, Tracking Number
1Z5E21760296142022 the date of certification being November 6, 2019, all as shown by
the attached Proof of Delivery.
Dated at Des Moines, Iowa, this 6th day of November, 2019.
stin Billingsl.d Cooper
Subscribed and sworn to by the aforementioned Kristin Billingsley Cooper, before me a
Notary Public in and for the State of Iowa, this 6th day of November 2019.
KIMBERLY WOLFF
Commission Number 760131
• My Commission Expires
Foy:,P September 24, 2002/
(SEAL)
01650129-1\10422-206
int
Not Public
Proof of Delivery
Dear Customer,
This notice serves as proof of delivery for the shipment listed below.
Tracking Number
1Z5E21760296142022
Weight
0.00 LBS
Service
UPS 2nd Day Air®
Shipped / Billed On
11/04/2019
Delivered On
11/06/2019 10:07 A.M.
Delivered To
OGDEN, UT, US
Received By
COTTOM
Left At
Dock
Thank you for giving us this opportunity to serve you. Details are only available for shipments
delivered within the last 120 days. Please print for your records if you require this information after
120 days.
Sincerely,
UPS
Tracking results provided by UPS: 11/06/2019 12:17 P.M. EST
TAX EXEMPTION CERTIFICATE
THE CITY OF DUBUQUE, IOWA
THIS TAX EXEMP'T'ION CERTIFICATE made and entered into on March 8, 2019, by
the City of Dubuque, State of Iowa (the "Issuer").
INTRODUCTION
This Certificate is executed and delivered in connection with the issuance by the Issuer of
its $2,763,000 Sewer Revenue Capital Loan Note, Series 2019 (the "Bonds"). The Bonds are
issued pursuant to the provisions of the Resolution of the Issuer authorizing the issuance of the
Bonds. Such Resolution provides that the covenants contained in this Certificate constitute a
part of the Issuer's contract with the owners of the Bonds.
The Issuer recognizes that under the Code (as defined below) the tax-exempt status of the
interest received by the owners of the Bonds is dependent upon, among other things, the facts,
circumstances, and reasonable expectations of the Issuer as to future facts not in existence at this
time, as well as the observance of certain covenants in the future. The Issuer covenants that it
will take such action with respect to the Bonds as may be required by the Code, and pertinent
legal regulations issued thereunder in order to establish and maintain the tax-exempt status of the
Bonds, including the observance of all specific covenants contained in the Resolution and this
Certificate.
ARTICLE I
DEFINITIONS
The following temis as used in this Certificate shall have the meanings set forth below.
The terms defined in the Resolution shall retain the meanings set forth therein when used in this
Certificate. Other Willis used in this Certificate shall have the meanings set forth in the Code or
in the Regulations.
-1-
"Annual Debt Service" means the principal of and interest on the Bonds scheduled to be
paid during a given Bond Year.
"Bonds" means the $2,763,000 aggregate principal amount of a Sewer Revenue Capital
Loan Note of the Issuer issued in registered form pursuant to the Resolution.
"Bond Counsel" means Ahlers & Cooney, P.C., Des Moines, Iowa, or an attorney at law
or a film of attorneys of nationally recognized standing in matters pertaining to the tax-exempt
status of interest on obligations issued by states and their political subdivisions, duly admitted to
the practice of law before the highest court of any State of the United States of America.
"Bond Fund" means the Sinking Fund described in the Resolution.
"Bond Year", as defined in Regulation 1.148-1(b), means a one-year period beginning on
the day after expiration of the preceding Bond Year. The first Bond Year shall be the one-year
or shorter period beginning on the Closing Date and ending on a principal or interest payment
date, unless Issuer selects another date.
"Bond Yield" means that discount rate which produces an amount equal to the Issue Price
of the Bonds when used in computing the present value of all payments of principal and interest
to be paid on the Bonds, using semiannual compounding on a 360 -day year as computed under
Regulation 1.148-4.
"Certificate" means this Tax Exemption Certificate.
"Closing" means the delivery of the Bonds in exchange for the agreed upon purchase
price.
"Closing Date" means the date of Closing.
"Code" means the Internal Revenue Code of 1986, as amended, and any statutes which
replace or supplement the Internal Revenue Code of 1986.
"Computation Date" means each five-year period from the Closing Date through the last
day of the fifth and each succeeding fifth Bond Year.
"Excess Earnings" means the amount earned on all Nonpurpose hives merits minus the
amount which would have been earned if such Nonpurpose Investments were invested at a rate
equal to the Bond Yield, plus any income attributable to such excess.
full.
"Final Bond Retirement Date" means the date on which the Bonds are actually paid in
- 2 -
"Governmental Obligations" means direct general obligations of, or obligations the
timely payment of the principal of and interest on which is unconditionally guaranteed by the
United States.
"Gross Proceeds", as defined in Regulation 1.148-1(b), means any Proceeds of the Bonds
and any replacement proceeds (as defined in Regulation 1.148-1(c)) of the Bonds.
"Gross Proceeds Funds" means the Project Fund and any other fund or account held for
the benefit of the owners of the Bonds or containing Gross Proceeds of the Bonds except the
Bond Fund and the Rebate Fund.
"Issue Price", as defined in Regulation 1.148-1(b), means the initial offering price of the
Bonds to the public (not including bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the
Bonds were sold to the public. The Purchasers have certified the Issue Price to be not more than
$2,763,000.00.
"Issuer" means the City of Dubuque, State of Iowa.
"Minor Portion of the Bonds", as defined in Regulation 1.148-2(g), means the lesser of
five (5) percent of Proceeds or $100,000. The Minor Portion of the Bonds is computed to be
$100,000.
"Nonpurpose Investments" means any investment property which is acquired with Gross
Proceeds and is not acquired to carry out the governmental purpose of the Bonds, and may
include but is not limited to U.S. Treasury bonds, corporate bonds, or certificates of deposit.
"Proceeds", as defined in Regulation 1.148-1(b), means Sale Proceeds, investment
proceeds and transferred proceeds of the Bonds.
"Project" means the acquisition, construction, reconstruction, extending, remodeling,
improving, repairing and equipping all or part of the Municipal Sewer System, including those
costs associated with the Kerper Boulevard sanitary sewer reconstruction project, as more fully
described in the Resolution.
"Project Fund" means the fund established in the Resolution.
"Purchaser" means the Iowa Finance Authority, Des Moines, Iowa, constituting the initial
purchaser of the Bonds from the Issuer.
"Rebate Amount" means the amount computed as described in. this Certificate.
"Rebate Fund" means the fund to be created, if necessary, pursuant to this Certificate.
-3-
"Rebate Payment Date" means a date chosen by the Issuer which is not more than 60
days following each Computation Date or the Final Bond Retirement Date.
"Regulations" means the Income Tax Regulations, amendments and successor provisions
promulgated by the Department of the Treasury under Sections 103, 148 and 149 of the Code, or
other Sections of the Code relating to "arbitrage bonds", including without limitation Regulations
L148-1 through 1.148-11, 1.149(b)-1, 1.149-d(1), 1.150-1 and 1.150-2.
"Replacement Proceeds" include, but are not limited to, sinking funds, amounts that are
pledged as security for an issue, and amounts that are replaced because of a sufficiently direct
nexus to a governmental purpose of an issue.
"Resolution" means the resolution of the Issuer adopted on February 18, 2019 authorizing
the issuance of the Bonds.
"Sale Proceeds", as defined in Regulation 1.148-1(b), means any amounts actually or
constructively received from the sale of the Bonds, including amounts used to pay underwriter's
discount or compensation and accrued interest other than pre -issuance accrued interest.
"Sinking Fund" means the Bond Fund.
"Tax Exempt Obligations" means bonds or other obligations the interest on which is
excludable from the gross income of the owners thereof under Section 103 of the Code and
include certain regulated investment companies, stock in tax-exempt mutual funds and demand
deposit SLGS.
"Taxable Obligations" means all investment property, obligations or securities other than
Tax Exempt Obligations.
"Verification Certificate" means the certificate attached to this Certificate as Exhibit A,
establishing that the Purchaser will not reoffer or sell the Bonds to the public.
ARTICLE II
SPECIFIC CERTIFICATIONS, REPRESENTATIONS
AND AGREEMENTS
The Issuer hereby certifies, represents and agrees as follows:
Sectrhn 2.1 Authoritv to Certify and'Expectations
(a) The undersigned officer of the Issuer along with other officers of the Issuer, are
charged with the responsibility of issuing the Bonds.
-4-
(b) This Certificate is being executed and delivered in part for the purposes specified
in Section 1.148-2(b)(2) of the Regulations and is intended (among other purposes) to establish
reasonable expectations of the Issuer at this time.
(c) The Issuer has not been notified of any disqualification or proposed
disqualification of it by the Commissioner of the Internal Revenue Service as a bond issuer
which may certify bond issues under Section 1.148-2(b)(2) of the Regulations.
(d) The certifications, representations and agreements set forth in this Article II are
made on the basis of the facts, estimates and circumstances in existence on the date hereof,
including the following: (1) with respect to amounts expected to be received from delivery of
the Bonds, amounts actually received, (2) with respect to payments of amounts into various
funds or accounts, review of the authorizations or directions for such payments made by the
Issuer pursuant to the Resolution and this Certificate, (3) with respect to the Issue Price, the
certifications of the Purchaser as set forth in the Verification Certificate, (4) with respect to
expenditure of the Proceeds of the Bonds, actual expenditures and reasonable expectations of the
Issuer as to when the Proceeds will be spent for purposes of the Project, (5) with respect to
amounts reasonably required in a reserve fund, the expectations of the Issuer as to amounts
necessary to provide for unforeseen financial difficulties, (6) with respect to Bond Yield, review
of the Verification Certificate, and (7) with respect to the amount of governmental and Code
Section 501(c)(3) bonds to be issued during the calendar year, the budgeting and present
plannirig of Issuer. The Issuer has no reason to believe such facts, estimates or circumstances are
untrue or incomplete in any material way.
(e) To the best of the knowledge and belief of the undersigned officer of the Issuer,
there are no facts, estimates or circumstances that would materially change the representations,
certifications or agreements set forth in this Certificate, and the expectations herein set out are
reasonable.
(f) No arrangement exists under which the payment of principal or interest on the
Bonds would be directly or indirectly guaranteed by the United States or any agency or
instrumentality thereof.
(g) After the expiration of any applicable temporary periods, and excluding
investments in a bona fide debt service fund or reserve fund, not more than five percent (5%) of
the Proceeds of the Bonds will be (a) used to make loans which are guaranteed by the United
States or any agency or instrumentality thereof, or (b) invested in federally insured deposits or
accounts.
(h) The Issuer will file with the Internal Revenue Service in a timely fashion Form
8038-G, Information Return for Tax -Exempt Governmental Obligations, with respect to the
Bonds and such other reports required to comply with the Code and applicable Regulations.
-5-
(i) The Issuer will take no action which would cause the Bonds to become "private
activity bonds" as defined in Section 141(a) of the Code, including any use of the Project by any
person other than a governmental unit if such use will be as other than a member of the general
public. None of the Proceeds of the Bonds will be used directly or indirectly to make or finance
loans to any person other than a governmental unit.
(j) The Issuer will make no change in the nature or purpose of the Project except as
provided in Section 6.1 hereof.
(k) Except as provided in Section 6.1 hereof, the Issuer will not establish any sinking
fiend, bond fund, reserve fund, debt service fund or other fund reasonably expected to be used to
pay debt service on the Bonds (other than the Bond Fund), exercise its option to redeem Bonds
prior to maturity or effect a refunding of the Bonds.
(1) No bonds or other obligations of the Issuer (1) were sold in the 15 days preceding
the date of sale of the Bonds, (2) were sold or will be sold within the 15 days after the date of
sale of the Bonds, (3) have been delivered in the past 15 days or (4) will be delivered in the next
15 days pursuant to a common plan of financing for the issuance of the Bonds and payable out of
substantially the same source of revenues.
(m) None of the Proceeds of the Bonds will be used directly or indirectly to replace
funds of the Issuer used directly or indirectly to acquire obligations having a yield higher than
the Bond Yield.
(n) No portion of the Bonds will be issued for the purpose of investing such portion at
a higher yield than the Bond Yield.
(o) The Issuer does not expect that the Proceeds of the Bonds will be used in a
manner that would cause them to be "arbitrage bonds" as defined in Section 148(a) of the Code.
The Issuer does not expect that the Proceeds of the Bonds will be used in a manner that would
cause the interest on the Bonds to be includable in the gross income of the owners of the Bonds
under the Code. The Issuer will not intentionally use any portion of the Proceeds to acquire
higher yielding investments.
(p) The Issuer will not use the Proceeds of the Bonds to exploit the difference
between tax-exempt and taxable interest rates to obtain a material financial advantage.
(q) The Issuer has not issued more Bonds, issued the Bonds earlier, or allowed the
Bonds to remain outstanding longer than is reasonably necessary to accomplish the governmental
purposes of the Bonds.
(r) The Issuer has not employed a device in connection with the issuance of the
Bonds to obtain a material financial advantage (based on arbitrage) apart from savings
attributable to lower interest rates. The Issuer will not realize any material financial advantage
.. 6
(based on arbitrage or otherwise) in connection with the issuance of the Bonds, or in connection
with any transaction or series of transactions connected with the issuance of the Bonds, apart
from savings attributable to lower interest rates.
(s) The Bonds will not be Hedge Bonds as described in Section 149(g)(3) of the Code
because the Issuer reasonably expects that it will meet the Expenditure Test set forth in Section
2.5(b) hereof and that not more than 50% of the Proceeds will be invested in Nonpurpose
Investments having a substantially guaranteed yield for four or more years.
Section 2.2 Receipts and Expenditures of Sale Proceeds
Sale Proceeds received at Closing are expected to be deposited and expended as follows:
(a) $22,515.00 representing costs of issuing the Bonds and the Initiation Fee for the
Loan will be used within six months of the Closing Date to pay the costs of
issuance of the Bonds (with any excess remaining on deposit in the Project Fund);
and
(b)
$2,740,485.00 will be deposited into the Project Fund and will be used together
with earnings thereon to pay the costs of the Project and will not exceed the
amount necessary to accomplish the governmental purposes of the Bonds.
Section 2.3 Purpose of Bonds
The Issuer is issuing the Bonds to pay costs of acquisition, construction, reconstruction,
extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer
System, including those costs associated with the Kerper Boulevard sanitary sewer'
reconstruction project.
Section.2.4 Facts Supporting Tax -Exemption C'lassiiication.
The Bonds are considered to be governmental bonds, not subject to the provisions of the
alternate minimum tax. Proceeds of the Bonds will be used for the purpose of paying costs of
construction of certain improvements and extensions to the Sewer System Utility of the City,
including those costs associated with the Kerper Boulevard sanitary sewer reconstruction project.
All of the financed facilities are owned by the City and are expected to be used by the public
generally, including industrial users. There are no contractual arrangements or agreements
between the City and any contributing industry using the Sewer System Utility, and there are no
other lease, management contract or other similar arrangements with respect to the Sewer System
Utility. Contributing industries using the Sewer System Utility may be or become subject to
additional surcharges above the current user charges, depending on the strength and volume of
the waste they generate. All such surcharges, however, are or will be imposed by virtue of City
ordinances applicable to all entities meeting the standards set forth therein. No other charges or
payments will be imposed or paid to the City by any contributing industry for wastewater
_7-
treatment services or Project -related construction and acquisition beyond those mandated by
ordinance for certain classes of users.
No amount of Proceeds of the Bonds is to be used directly or indirectly tomake or
finance loans to persons other than governmental units.
Section 2.5 Facts. Su
11
ortin• Tem
oras Periods for Proceeds
(a) Time Test. Not later than six months after the Closing Date, the Issuer will incur
a substantial binding obligation to a third party to expend at least 5% of the net Sale Proceeds of
the Bonds.
(b) Expenditure Test. Not less than 85% of the net Sale Proceeds will be expended
for Project costs, including the reimbursement of other funds expended to date, within a three
year temporaryperiod from the Closing Date.
(c) Due Diligence Test. Not later than six months after Closing, work on the Project
will have commenced and will proceed with due diligence to completion.
(d) Proceeds of the Bonds representing less than six months accrued interest on the
Bonds will be spent within six months of this date to pay interest on the Bonds, and will be
invested without restriction as to yield for a temporary period not in excess of six months.
' Se.ction. 2.6 Resolution Funds at: Restricted or Unrestricted Yield
(a) Proceeds of the Bonds will be held and accounted for in the manner provided in
the Resolution. The Issuer has not and does not expect to create or establish any other bond
fund, reserve fund, or similar fund or account for the Bonds. The Issuer has not and will not
pledge any moneys or Taxable Obligations in order to pay debt service on the Bonds or restrict
the use of such moneys or Taxable Obligations so as to give reasonable assurances of their
availability for such purposes.
(b) Any monies which are invested beyond a temporary period are expected to
constitute less than a major portion of the Bonds or to be restricted for investment at a yield not
greater than one-eighth of one percent above the Bond Yield.
(c) The Issuer has established and will use the Bond Fund primarily to achieve a
proper matching of revenues and debt service within each Bond Year and the Issuer will apply
moneys deposited into the Bond Fund to pay the principal of and interest on the Bonds. Such
Fund will be depleted at least once each Bond Year except for a reasonable\carryover amount.
The carryover amount will not exceed the greater of (1) one year's earnings on the Bond Fund or
(2) one -twelfth of Annual Debt Service. The Issuer will spend moneys deposited from time to
time into such fund within 13 months after the date of deposit. Revenues, intended to be used to
pay debt service on the Bonds, will be deposited into the Bond Fund as set forth in the
- 8 -
Resolution. The Issuer will spend interest earned on moneys in such fund not more than 12
months after receipt. Accordingly, the Issuer will treat the Bond Fund as a bona fide debt service
fund as defined in Regulation 1.148-1(b).
Investment of amounts on deposit in the Bond Fund will not be subject to arbitrage rebate
requirements as the Bonds meet the safe harbor set forth in Regulation 1.148-3(k), because the
average annual debt service on the Bonds will not exceed $2,500,000.
(d) The Minor Portion of the Bonds will be invested without regard to yield.
Section 2.7 .Pertaining to Yields
(a) The purchase price of all Taxable Obligations to which restrictions apply under
this Certificate as to investment yield or rebate of Excess Earnings, if any, has been and shall be
calculated using (i) the price taking into account discount, premium and accrued interest, as
applicable, actually paid or (ii) the fair market value if less than the price actually paid and if
such Taxable Obligations were not purchased directly from the United States Treasury. The
Issuer will acquire all such Taxable Obligations directly from the United States Treasury or in an
arm's length transaction without regard to any amounts paid to reduce the yield on such •Taxable
Obligations. The Issuer will not pay or permit the payment of any amounts (other than to the
United States) to reduce the yield on any Taxable Obligations. Obligations pledged to the
payment of debt service on the Bonds, or deposited into any reserve fund after they have been
acquired by the Issuer will be treated as though they were acquired for their fair market value on
the date of such pledge or deposit. Obligations on deposit in any reserve fund on the Closing
Date shall be treated as if acquired for their fair market value on the Closing Date.
(b) Qualified guarantees have not been used in computing yield.
(c) The Bond Yield has been computed as not less than 1.750102 percent. This Bond
Yield has been computed on the basis of a purchase price for the Bonds equal to the Issue Price.
ARTICLE III
REBATE
Section 3.1 Records
Sale Proceeds of the Bonds will be held and accounted for in the manner provided in the
Resolution. The Issuer will maintain adequate records for funds created by the Resolution and
this Certificate including all deposits, withdrawals, transfers from, transfers to, investments,
reinvestments, sales, purchases, redemptions, liquidations and use of money or obligations until
six years after the Final Bond Retirement Date.
-9-
Section 3.2 Rebate Fund
(a) In the Resolution, the Issuer has covenanted to pay to the United States the Rebate
Amount, an amount equal to the Excess Earnings on the Gross Proceeds Funds, if any, at the
times and in the manner required or permitted and subject to stated special rules and allowable
exceptions or exemptions.
(b) The Issuer may establish a fund pursuant to the Resolution and this Certificate
which is herein referred to as the Rebate Fund. The Issuer will invest and expend amounts on
deposit in the Rebate Fund in accordance with this Certificate.
(c) Moneys in the Rebate Fund shall be held by the Issuer or its designee and, subject
to Sections 3.4, 3.5 and 6.1 hereof, shall be held for future payment to the United States as
contemplated under the provisions of this Certificate and shall not constitute part of the trust
estate held for the benefit of the owners of the Bonds or the Issuer.
(d) The Issuer will pay to the United States from legally available money of the Issuer
(whether or not such available money is on deposit in any fund or account related to the Bonds)
any amount which is required to be paid to the United States.
Section 3.3 Exceptions to Rebate
The Issuer reasonably expects that the Bonds are eligible for one or more exceptions from
the arbitrage rebate rules set forth in the Regulations. If the Bonds are ineligible, or become
ineligible, for an exception to the arbitrage rebate rules, the Issuer will comply with the
provisions of this Article III. A description of the applicable rebate exception(s) is as follows:
Eighteen -Month Exception
The Gross Proceeds of the Bonds are expected to be expended for the governmental
purposes for which the Bonds were issued in accordance with the following schedule:
1) 15 percent spent within six months of the Closing Date;
2) 60 percent spent within one year of the Closing Date;
3) 100 percent spent within eighteen months of the Closing Date (subject to 5
percent retainage for not more than one year).
In any event, the Issuer expects that the 5% reasonable retainage will be spent within 30 months
of the Closing Date. For purposes of determining compliance with the six-month and twelve-
month spending periods, the amount of investment earnings included shall be based on the
Issuer's reasonable expectations that the average annual interest rate on investments will be not
more than 6%. For purposes of determining compliance with the eighteen -month spending
period, the amount of investment earnings included shall be based on actual earnings. If the
-10-
Issuer fails to meet the foregoing expenditure schedule, the Issuer shall comply with the arbitrage
rebate requirements of the Code.
• Election to Treat as Construction Bonds.
The Bonds qualifyas a "construction issue" as defined in Section 148(f)(4)(C)(vi) of the
Code. The Issuer reasonably expects that more than 75 percent of the "available construction
proceeds" ("ACP") of the Bonds, as defined in Section 148(f)(4)(C)(vi) of the Code, will be used
for construction expenditures and that not less than the following percentages of the available
construction proceeds will be spent within the following periods:
1) 10 percent spent within six months of the Closing Date;
2) 45 percent spent within one year of the Closing Date;
3) 75 percent spent within eighteen months of the Closing Date;
4) 100 percent spent within two years of the Closing Date (subject to 5
percent retainage for not more than one year).
In any event, the Issuer expects that the 5% reasonable retainage will be spent within a three-year
period beginning on the Closing Date. A failure to spend an amount that does not exceed the
lesser of (1) 3% of the issue price or (ii) $250,000, is disregarded if the Issuer exercises due
diligence to complete the Project.
�► Election with respect to future earnings
Pursuant to Section 1.148-7(f)(2) of the Regulations, the Issuer elects to use actual
investment earnings of the ACP in determining compliance with the above schedule.
If the Issuer fails to meet the foregoing expenditure schedule, the Issuer shall comply
with the arbitrage rebate requirements of the Code.
Section 3.4 Calculation. of Rebate ,Amount
(a) As soon after each Computation. Date as practicable, the Issuer shall, if necessary,
calculate and determine the Excess Earnings on the Gross Proceeds Funds (the "Rebate
Amount"). All calculations and determinations with respect to the Rebate Amount will be made
on the basis of actual facts as of the Computation Date and reasonable expectations as to future
events.
(b) If the Rebate Amount exceeds the amount currently on deposit in the Rebate
Fund, the Issuer may deposit an amount in the Rebate Fund such that the balance in the Rebate
Fund after such deposit equals the Rebate Amount. If the amount in the Rebate Fund exceeds
the Rebate Amount, the Issuer may withdraw such excess amount provided that such withdrawal
can be made from amounts originally transferred to the Rebate Fund and not from earnings
- 11 -
thereon, which may not be transferred, and only if such withdrawal may be made without
liquidating investments at a loss.
Section 3.5 Rebate Requirements and the Bond Fund
It is expected that the Bond Fund described in the Resolution and Section 2.7(b) of this
Certificate will be treated as a bona fide debt service fund as defined in Regulation 1.148-1(b).
As such, any amount earned during a Bond Year on the Bond Fund and amounts earned on such
amounts, if allocated to the Bond Fund, will not be taken into account in calculating the Rebate
Amount if the annual gross earnings on the Bond Fund for such Bond Year are less than
$100,,000 or if average annual debt service will not exceed $2,500,000. However, should annual
gross earnings exceed $100,000 or should the Bond Fund cease to be treated as a bona fide debt
service fund, the Bond Fund will become subject to the rebate requirements set forth in Section
3.4 hereof.
Section 3.6 Investment of the. Rebate Fund
(a) Immediately upon a transfer to the Rebate Fund, the Issuer may invest all amounts
in the Rebate Fund not already invested and held in the Rebate Fund, to the extent possible, in
(1) SLGS, such investments to be made at a yield of not more than one-eighth of one percent
above the Bond Yield, (2) Tax Exempt Obligations, (3) direct obligations of the United States or
(4) certificates of deposit ofany bank or savings and loan association. All investments in the
Rebate Fund shall be made to mature not later than the next Rebate Payment Date.
(b) If the Issuer invests in SLGS, the Issuer shall file timely subscription forms for
such securities (if required). To the extent possible,, amounts received from maturing SLGS 'shall
be reinvested immediately in zero yield SLGS maturing on or before the next Rebate Payment
Date.
Section 3.7 Payment to>the United States
(a) On each Rebate Payment Date, the Issuer will pay to the United States at least
ninety percent (90%) of the Rebate Amount less a computation credit of $1,000 per Bond Year
for which the payment is made.
(b) The Issuer will pay to the United States not later than sixty (60) days after the
Final Bond Retirement Date all the rebatable arbitrage as of such date and any income
attributable to such rebatable arbitrage as described in Regulation 1.148-3(f)(2).
(c) If necessary, on each Rebate Payment Date, the Issuer will mail a check to the
Internal Revenue Service Center, Ogden, UT 84201. Each payment shall be accompanied by a
copy of Form 8038-T, Arbitrage Rebate, filed with respect to the Bonds or other information
reporting form as is required to comply with the Code and applicable Regulations.
- 12 -
Section 3.8 Records
(a) The Issuer will keep and retain adequate records with respect to the Bonds, the
Gross Proceeds Funds, the Bond Fund, and the Rebate Fund until six years after the Final Bond
Retirement Date. Such records shall include descriptions of all calculations of amounts
transferred to the Rebate Fund, if any, and descriptions of all calculations of amounts paid to the
United States as required by this Certificate. Such records will also show all amounts earned on
moneys invested in such funds, and the actual dates and amounts of all principal, interest and
redemption premiums (if any) paid on the Bonds.
(b) Records relating to the investments in such Funds shall completely describe all
transfers, deposits, disbursements and earnings including:
(i) a complete list of all investments and reinvestments of amounts in each.
such Fund including, if applicable, purchase price, purchase date, type of security,
accrued interest paid, interest rate, dated date, principal amount, date of maturity, interest
payment dates, date of liquidation, receipt upon liquidation, market value of such
investment on the Final Bond Retirement Date if held by the Issuer on the Final Bond
Retirement Date, and market value of the investment on the date pledged to the payment
of the Bonds, or the Closing Date if different from the purchase date.
(ii) the amount and source of each payment to, and the amount, purpose and
payee of each payment from, each such Fund.
Section 3.9 Additional Payments
The Issuer hereby agrees to pay to the United States from legally available money of the
Issuer (whether or not such available money is on deposit in any fund or account related to the
Bonds) any amount which is required to be paid to the United States, but which is not available
in a fund related to the Bonds for transfer to the Rebate Fund or payment to the United States.
ARTICLE IV
INVESTMENT RESTRICTIONS
Section 4.1 Avoidance of:Prolaibited'i ayments
The Issuer will not enter into any transaction that reduces the amount required to be
deposited into the Rebate Fund or paid to the United States because such transaction results in a
smaller profit or a larger loss than would have resulted if the transaction had been at arm's length
and had the Bond Yield not been relevant to either party. The Issuer will not invest or direct the
investment of any funds in a manner which reduces an amount required to be paid to the United
States because such transaction results in a small profit or larger loss than would have resulted if
- 13 -
the transaction had been at arm's length and had the Bond Yield not been relevant to the Issuer.
In particular, notwithstanding anything to the contrary contained herein or in the Resolution, the
Issuer will not invest or direct the investment of any funds in a manner which would violate any
provision of this Article IV.
Section 4.2 Market Price Requirement
(a) The Issuer will not purchase or direct the purchase of Taxable Obligations for
more than the then available market price for such Taxable Obligations. The Issuer will not sell,
liquidate or direct the sale or liquidation of Taxable Obligations for less than the then available
market price.
(b) For purposes of this Certificate, United States Treasury obligations purchased
directly from the United States Treasury will be deemed to be purchased at the market price.
Section 4.3 Investment in Certificates of Deposit
(a) Notwithstanding anything to, the contrary contained herein or in the Resolution,
the Issuer will invest or direct the investment of funds on deposit in the Gross Proceeds Fund, the
Bond Fund, and the Rebate Fund, in a certificate of deposit of a bank or savings bank which is
permitted by law and by the Resolution only if (1) the price at which such certificate of deposit is
purchased or sold is the bona fide bid price quoted by a dealer who maintains an active
secondary market in certificates of deposit of the same type or (2) if there is no active secondary
market in such certificates of deposit, the certificate of deposit must have a yield (A) as high or
higher than the yield on comparable obligations traded on „an active secondary market, as
certified by a dealer who maintains such a market, and (B) as high or higher than the yield
available on comparable obligations of the United States Treasury.
(b) The certificate of deposit described in part 2(A) of paragraph 4.3(a) above must
be executed by a dealer who maintains an active secondary market in comparable certificates of
deposit and must be based on actual trades adjusted to reflect the size and term of that certificate
of deposit and the stability and reputation of the bank or savings bank issuing the certificate of
deposit.
Section 4.4 Investment Pursuant to Investment Contracts and Agreements.
The Issuer will invest or direct the investment of funds on deposit in the Gross Proceeds
Funds, the Bond Fund, and the Rebate Fund pursuant to an investment contract (including a
repurchase agreement) only if all of the following requirements are satisfied:
(a) The Issuer makes a bona fide solicitation for the purchase of the investment. A
bona fide solicitation is a solicitation that satisfies all of the following requirements:
- 14 -
(1) The bid specifications are in writing and are timely forwarded to potential
providers.
(2) The bid specifications include all material terms of the bid. A term is material
if it may directly or indirectly affect the yield or the cost of the investment.
(3) The bid specifications include a statement notifying potential providers that
submission of a bid is a representation that the potential provider did not consult
with any other potential provider about its bid, that the bid was determined
without regard to any other formal or informal agreement that the potential
provider has with the issuer or any other person (whether or not in connection
with the Bonds), and that the bid is not being submitted solely as a courtesy to the
issuer or any other person for purposes of satisfying the requirements of
paragraph (d)(6)(iii)(B)(1) or (2) of section 1.148-5 of the Regulations.
(4) The terms of the bid specifications are commercially reasonable. A term is
commercially reasonable if there is a legitimate business purpose for the term
other than to increase the purchase price or reduce the yield of the investment.
(5) For purchases of guaranteed investment contracts only, the terms of the
solicitation take into account the Issuer's reasonably expected deposit and
drawdown schedule for the amounts to be invested.
(6) All potential providers have an equal opportunity to bid and no potential
provider is given the opportunity to review other bids (i:e., a last look) before
providing a bid.
(7) At least three reasonably competitive providers are solicited for bids. A
reasonably competitive provider is a provider that has an established industry
reputation as a competitive provider of the type of investments being purchased.
(b) The bids received by the Issuer meet all of the following requirements:
(1) The Issuer receives at least three bids from providers that the Issuer solicited
under a bona fide solicitation meeting the requirements of paragraph (d)(6)(iii)(A)
of section 1.148-5 of the Regulations and. that do not have a material financial
interest in the issue. A lead underwriter in a negotiated underwriting transaction
is deemed to have a material financial interest in the issue until 15 days after the
issue date of the issue. In addition, any entity acting as a financial advisor with
respect to the purchase of the investment at the time the bid specifications are
forwarded to potential providers has a material financial interest in the issue. A
provider that is a related party to a provider that has a material financial interest in
the issue is deemed to have a material financial interest in the issue.
- 15 -
(c)
(2) At least one of the three bids described in paragraph (d)(6)(iii)(B)(1) of
section 1.148-5 of the Regulations is from a reasonably competitive provider,
within the meaning of paragraph (d)(6)(iii)(A)(7) of section 1.148-5 of the
Regulations.
(3) If the Issuer uses an agent to conduct the bidding process, the agent did not
bid to provide the investment.
The winning bid meets the following requirements:
(1) Guaranteed investment,contracts. If the investment is a guaranteed investment
contract, the winning bid is the highest yielding bona fide bid (determined net of
any broker's fees).
(2) Other investments. If the investment is not a guaranteed investment contract,
the winning bid is the lowest cost bona fide bid (including any broker's fees).
(d) The provider of the investments or the' obligor on the guaranteed investment
contract certifies the administrative costs that it pays (or expects to pay, if any) to third parties in
connection with supplying the investment.
(e) The Issuer will retain the following records with the bond documents until three
years after the last outstanding bond is redeemed:
(1) For purchases of guaranteed investment contracts, a copy of the contract, and
for, purchases of investments other than guaranteed investment contracts, the
purchase agreement or confirmation.
(2) The receipt or other record of the amount actually paid by the Issuer for the
investments, including a record of any administrative costs paid by the Issuer, and
the certification under paragraph (d)(6)(iii)(D) of section 1.148-5 of the
Regulations.
(3) For each bid that is submitted, the name of the person and entity submitting the
bid, the time and date of the bid, and the bid results.
(4) The bid solicitation form and, if the terms of the purchase agreement or the
guaranteed investment contract deviated from the bid solicitation form or a
submitted bid is modified, a brief statement explaining the deviation and stating
the purpose for the deviation.
(5) For purchases of investments other than guaranteed investment contracts, the
cost of the most efficient portfolio of State and Local Government Series
- 16 -
Securities, determined at the time that the bids were required to be submitted
pursuant to the terms of the bid specifications.
Section 4.5 Records
The Issuer will maintain records of all purchases, sales, liquidations, investments,
reinvestments, redemptions, disbursements, deposits, and transfers of amounts on deposit.
Section 4.6 Investments to be Legal
All investments required to be made pursuant to this Certificate shall be made to the extent
permitted by law. In the event that any such investment is determined to be ultra vires, it shall be
liquidated and the proceeds thereof shall be invested in a legal investment, provided that prior to
reinvesting such proceeds, the Issuer shall obtain an opinion of Bond Counsel to the effect that
such reinvestment will not cause the Bonds to become arbitrage bonds under Sections 103, 148,
149, or any other applicable provision of the Code.
ARTICLE V
GENERAL COVENANTS
The Issuer hereby covenants to perform all acts within its power necessary to ensure that
the reasonable expectations set forth in Article II hereof will be realized. The Issuer reasonably
expects to comply with all covenants contained in this Certificate.
ARTICLE VI
AMENDMENTS AND ADDITIONAL AGREEMENTS
•Section 6.1 Opinion' of Bond. Counsel; Amendments
The various provisions of this Certificate need not be observed and this Certificate may be
amended or supplemented at any time by the Issuer if the Issuer receives an opinion or opinions
of Bond Counsel that the failure to comply with such provisions will not cause any of the Bonds
to become "arbitrage bonds" under the Code and that the terms of such amendment or supplement
will not cause any of the Bonds to become "arbitrage bonds" under the Code, or otherwise cause
interest on any of the Bonds to become includable in gross income for federal income tax
purposes.
Section 6.2 Additional Covenants, Agreements
- 17 -
The Issuer hereby covenants to make, execute and enter into (and to take such actions, if
any, as may be necessary to enable it to do so) such agreements as may be necessary to comply
with any changes in law or regulations in order to preserve the tax-exempt status of the Bonds to
the extent that it may lawfully do so. The Issuer further covenants (1) to impose such limitations
on the investment or use of moneys or investments related to the Bonds, (2) to make such
payments to the United States Treasury, (3) to maintain such records, (4) to perform such
calculations, and (5) to perform such other lawful acts as may be necessary to preserve the tax-
exempt status of the Bonds.
Section 6.3 Amendments
Except as otherwise provided in Section 6.1 hereof, all the rights, powers, duties and
obligations of the Issuer shall be irrevocable and binding upon the Issuer and shall not be subject
to amendment or modification by the Issuer.
- 18 -
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be executed by its duly
authorized officer, all as of the day first above written.
(SEAL)
Fina; ce Director„ ''iyy of Dubuque, State of
Iowa
- 19 -
EXHIBIT A
VERIFICATION CERTIFICATE OF THE PURCHASER
The undersigned Executive Director of the Iowa Finance Authority (the "Purchaser"),
hereby certifies as follows:
1. The Purchaser and the City of Dubuque, Iowa (the "Issuer"), have entered into a Loan
and Disbursement Agreement (the "Agreement"), providing for the purchase of a $2,763,000
Sewer Revenue Capital Loan Note of the City dated as of the date of delivery (the "Notes").
2. The Agreement is in full force and effect and has not been repealed, rescinded or
amended.
3. The Purchaser hereby confirms that the Notes were purchased at par and will not be
reoffered to the public, the terms of purchase being as follows:
Price
(% of par)
(do not
Principal Principal include
Amount Amount Interest accrued
Issued Sold Rate interest)
$2,763,000 None 1.75% 100%
IN WITNESS WllEREOF, the Purchas
executed by its duly authorized officer this
has caused this Verification Certificate to be
clay of MA. r c L , 2019.
IOWA FINANCE AUTHORITY
By:
.Its: Gxedative Director
SUPPLEMENTAL TAX CERTIFICATE
OF
DUBUQUE, IOWA
The undersigned officer of the City of Dubuque, Iowa ("Issuer"), hereby certifies as
follows:
1. The Council of the City of Dubuque ("Council"), acting at a meeting duly called
and held on October 21, 2019, has authorized the execution and delivery of a Sponsored Project
Loan and Disbursement Agreement Amendment ("Amendment") by and between the Council
and the Iowa Finance Authority ("IFA"), and approved a resolution ("Amended Resolution")
amending the resolution approved by the Council on February 18, 2019 ("Resolution"), which
Resolution authorized the issuance and delivery of a $2,763,000 Sewer Revenue Capital Loan
Note, Series 2019, dated March 8, 2019, of the Issuer ("Original Note"). Upon Completion of
the Projects financed by the Original Note, the balance of the loan is anticipated to be
$2,423,630.89, with. $106,719.11 yet to be drawn), and the loan and debt service schedule will be
modified accordingly The loan as amended is now in the principal amount of $2,652,630.89 (all
amounts not having been drawn yet on the (the "New Note"). On the date hereof, the Original
Note is being exchanged for a New Note bearing interest at the rate of 0.75% per annum.
2. I have reviewed the representations, covenants and warranties contained in the
Tax Exemption Certificate dated March 8, 2019 ("Tax Certificate") executed on behalf of the
Issuer in connection with the issuance of the Original Note. A true and accurate copy of the Tax
Exemption Certificate is attached hereto as Exhibit A.
3. The description of the Project set forth in Section II of the 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.
Pursuant to a Sponsored Project Loan and Disbursement Agreement Amendment (which added
$229,000 of principal to the loan), the Issuer will now spend the additional proceeds of the New
Note for costs of the Eagle Point Park Environmental Restoration Sponsored Project (the
"Sponsored Project").
4. The construction of the Project is anticipated to be completed by July 17, 2020,
and all of the proceeds of the Original Note were, and will be, expended on the costs of the
Project, in the amounts and as described Sections II and III of the Tax Certificate. The
construction of the Sponsored Project will commence and be completed with diligence using the
additional proceeds of the New Note. The Bond Yield on the New Note has been computed at
not less than 0.75%.
5. Not more than 10% of the proceeds of the Original Note, the New Note, 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 Note or the New Note 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 Issuer)
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.
6. During the term of the New Note, and at all times prior to the date hereof, no
private business use will be made or has been made of the Project or the Sponsored Project, and
no payments or security will be made or furnished or has been made or furnished that would
cause the New Note to be a "private activity bond" within the meaning of Section 141 of the
Code and applicable regulations.
7. The covenants of the Issuer contained in the Tax Certificate are hereby ratified,
confirmed and approved and shall continue to be binding upon the Issuer 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).
W NESS WHEREOF, the undersigned has hereunto set my hand thi ' ay of
; 2019.
01639472-1\10422-206
By:
CITY OF DUBUQUE, IOWA
Dir or of Finance & Budget
-2
SPONSORED PROJECT LOAN & DISBURSEMENT AGREEMENT AMENDMENT
This Sponsored Project Loan and Disbursement Agreement Amendment is entered into
this 1St day of November, 2019 by and between the City of Dubuque, State of Iowa ("Issuer")
and Iowa Finance Authority ("IFA").
WHEREAS, the Issuer previously issued its Sewer Revenue Capital Loan Note, Series
2019, dated March 8, 2019, in the amount of $2,763,000 ("Original Note"), pursuant to a Loan
and Disbursement Agreement between the Issuer and the Iowa Finance Authority, 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, upon completion of the Project contemplated by the Original Note, the final
loan is anticipated to be $2,423,630.89 (with $2,316,911.78 already drawn and an estimated
$106,719.11 anticipated yet to be drawn); and
WHEREAS, the Issuer has been approved by the Iowa Finance Authority and the
Department of Natural Resources for a "sponsored project" amendment to the Original Note for a
water restoration project, described in the Amending Resolution ("Sponsored Project"), to be
funded under the terms of a new Series 2019 Note adding $229,000 of principal in the principal
amount of $2,652,630.89 ("New Note") and bearing interest at the rate of 0.75%; and
WHEREAS, the Iowa Finance Authority has requested that the Original Note be
exchanged for the New Note, reflecting the additional amount allocated for the Project.
NOW, THEREFORE, the parties agree as follows:
1. IFA hereby tenders the Original Note to the Issuer for cancellation and accepts
delivery of the New Note of the Issuer in the principal amount of $2,652,630.89 and bearing
interest at the rate of 0.75% (of which the Issuer has previously paid $114,000 in principal under
the Original Note).
2. IFA hereby consents to the amendment of the Resolution authorizing the issuance
of the Original Note to reflect the increased principal amount of the New Note, the new interest
rate of 0.75%, and the additional purposes to which the proceeds shall be applied, and all other
conforming amendments that may be necessary to reflect the modified terms of payment.
3. The Original Note is hereby cancelled and from and after the date hereof the
parties shall be bound by the terms of the New Note, the principal and interest repayment
schedule being as shown on Exhibit A attached hereto.
4. The original Loan and Disbursement Agreement by and between Issuer and IFA
dated as of March 8, 2019 shall also be amended to reflect a principal amount of $2,652,630.89,
bearing a rate of interest of 0.75% from June 1, 2019, and incurring an additional Initiation Fee
of $1,145 (aggregate $14,960). All other terms and provisions set forth in the original Loan and
Disbursement Agreement (including provisions applicable to loan forgiveness, as applicable),
except as amended hereof, shall be ratified and confirmed.
ATTEST:
By:
CITY OF DUBUQUE, STATE OF IOWA
By:
IOWA FINANCE AUTHORITY
EXHIBIT A
01639470-1\10422-206
Loan summa
ry
Estimated Amortization Schedule
City of Dubuque
Sewer Revenue Bond
CS -1920792-01 & WRR17-017
Loan Closing Date
Final Disbursement Date
Final Maturity Date
Loan Period in Years
Total Loaned Amount
0.5% Initiation Fee
Net Proceeds to Borrower
Annual Interest Rate
Total Interest
Servicing Fee Rate
Total Servicing Fees
Total Loan Costs
Mar 8, 2019
Nov 15, 2019
Jun 1, 2038
20
$ 2,763,000.00
13,815.00
$ 2,749,185.00
0.75%
$ 193,162.58
0.25%
$ 64,102.06
$ 271,079.64
Estimated Draw Schedule
Initiation Fee - Mar 8, 2019
P & D Payoff - Mar 8, 2019
Draw #1- May 7, 2019
Draw #2- Jun 28, 2019
Draw #3- Aug 23, 2019
Draw #4- Sep 20, 2019
Estimated Draw #5- Oct 18, 2019
Eff 6.1.19
SP Int Fee & Est Draw- Nov 1, 2019
Est SP Draw- May 15, 2020
Est SP Draw- Jun 19, 2020
Est SP Draw- Jul 17, 2020
Held for Final Docs - Nov 15, 2019
2,909,895.53 Total Loaned Amount
13, 815.00
1,021,009.34
506,972.05
597,108.99
178,006.40
101,719.11
41,145.00
75,000.00
110,000.00
2,855.00
5,000.00
2,652,630.89
SRF
STATE
REVOLVING FUND
Beginning
Payment Date Balance Principal Interest Fee Payment Service Balance
Servicing Total Loan Total Annual Debt Ending
Jun 1, 2019 1,034,824.34 114,000.00 750.59 107.23 114,857.82
Dec 1, 2019 2,304,630.89 7,153.09 2,384.36 9,537.45
Jun 1, 2020 2,350,775.89 124,093.32 9,270.29 2,947.60 136,311.21
Dec 1 2020 2,414,537.57 9,035.53 3,011.84 12 047.37
Jun 1, 2021 2,414,537.57 124,000.00 9,054.52 3,018.17 136,072.69
Dec 1, 2021 2,290,537.57 8,589 52 2,863.17 11,452.69
Jun 1, 2022 2,290,537.57 125,000.00 8,589.52 2,863.17 136,452.69
114,857.82
145,848.66
920,824.34
2,304 630.89
2,226,682.57
2,414,537.57
148,120.07 2,290,537.57
147,905.39
Dec 1, 2022 2,165,537.57 8,120.77 2,706.92 10,827.69
Jun 1, 2023 2,165,537.57 126,000.00 8,120.77 2,706.92 136,827.69
Dec 1, 2023 2,039,537.57 7,648.27 2,549.42 10,197.69
Jun 1, 2024 2,039,537.57 128,000.00 7,648.27 2,549.42 138,197.69
Dec 1 2024 1,911,537.57 7,168.27 2,389.42 9,557.69
Jun 1, 2025 1,911,537.57 129,000.00 7,168.27 2,389.42 138,557.69
Dec 1, 2025 1,782,537.57 6,684.52 2,228.17 8,912.69
Jun 1, 2026 1,782,537.57 130,000.00 6,684.52 2,228.17 138,912.69
Dec 1, 2026 1,652,537.57 6,197.02 2,065.67 8,262.69
Jun 1, 2027 1,652,537.57 131,000.00 6,197.02 2,065.67 139,262.69
Dec 1, 2027 1,521,537.57 5,705.77 1,901.92 7,607.69
Jun 1, 2028 1,521,537.57 133,000.00 5,705.77 1,901.92 140,607.69
Dec 1, 2028 1,388,537.57 5,207.02 1,735.67 6,942.69
Jun 1, 2029 1,388,537.57 134,000.00 5,207.02 1,735.67 140,942.69
2,290,537.57
2,165, 537.57
2,165, 537.57
147,655.39 2,039,537.57
2,039,537.57
148, 395.39 1, 911, 537.57
1,911,537.57
148,115.38 1,782, 537.57
1,782,537.57
147, 825.38 1, 652, 537.57
1,652,537.57
147, 525.38 1, 521, 537.57
1,521,537.57
148, 215.38 1, 388, 537.57
1,388,537.57
147, 885.38 1, 254, 537.57
Dec 1, 2029 1,254,537.57 4,704.52 1,568.17 6,272.69
Jun 1, 2030 1,254,537.57 135,000.00 4,704.52 1,568.17 141,272.69
Dec 1, 2030 1,119,537.57 4,198.27 1,399.42
Jun 1, 2031 1,119,537.57 137,000.00 4,198.27 1,399.42
Dec 1, 2031 982,537.57 3,684.52 1,228.17
Jun 1, 2032 982,537.57 138,000.00 3,684.52 1,228.17
5,597.69
142,597.69
4,912.69
142,912.69
1,254,537.57
147, 545.38 1,119, 537.57
1,119,537.57
148,195.38 982,537.57
_...�........_._.....,_ _...,982.._._._.....
537.57
147,825.38 844,537.57
Dec 1, 2032 844,537.57 3,167.02 1,055.67 4,222.69
Jun 1, 2033 844,537.57 140,000.00
3,167.02 1,055.67
144,222.69
Dec 1, 2033 704,537.57 2,642.02 880.67
Jun 1, 2034 704,537.57 141,000.00 2,642.02
Dec 1, 2034 563,537.57 2,113.27
Jun 1, 2035 563,537.57 142,000.00 2,113.27
Dec 1, 2035 421,537.57 1,580.77
Jun 1, 2036 421,537.57 144,000.00
Dec 1, 2036 277,537.57
Jun 1, 2037 277,537.57 145,000.00
Dec 1, 2037 132,537.57
Jun 1, 2038 132,537.57 147,000.00
As of 10/4/2019
880.67
704.42
704.42
526.92
1,580.77 526.92
1,040.77 346.92
1,040.77 346.92
497.02 165.67
497.02 165.67
3,522.69
144,522.69
2,817.69
144,817.69
2,107.69
146,107.69
1,387.69
146,387.69
662.69
147,662.69
844,537.57
148,445.38 704,537.57
704,537.57
148,045.38 563,537.57
563,537.57
147,635.38 421,537.57
421, 537.57
148,215.38 277,537.57
277,537.57
147, 775.38 132, 537.57
132,537.57
148,325.38 (14,462.43)
INVESTING IN IOWA'S WATER
www.iowasrf.com
REGISTERED REGISTERED
Principal Amount $2,652,630.89
Certificate No. R-2
UNITED STATES OF AMERICA
STATE OF IOWA
COUNTY OF DUBUQUE
CITY OF DUBUQUE
SEWER REVENUE CAPITAL LOAN NOTE
SERIES 2019
(EAGLE POINT PARK — SPONSORED PROJECT AMENDMENT)
Final MatNote Amendmenturity Date
Interest Rate Date
June 1, 2038 November/1,
0.750%
The City of Dubuque, Iowa, a municipalcorporation a (the "Issuer"), ),dfo ny
,,4 ting underdrands s to
virtue of the Constitution and laws of the State of Iow
pay from the source and as hereinafter provided, to
IOWA FINANCE AUTHO
.,Q
or registered assigns, the principal sum of TWO MILLION SIXED FIFTY-TWO
o in awful money of the United
THOUSAND SIX HUNDRED THIRTY DOLLARS A k:et
States of America, on the maturity dates and in y thislpefe m �e,ts set forth on the with interest on saDidsum from
rvice
Schedule attached hereto and incorporated herein b
the date of each advancement made under a cert:a •ryoan and uron Decet gr le rement 2019 date semi-
annually
of
the date hereof until paid at the rate of 0.75% per ,payable
t
annually thereafter on the 1st day of June a D June f 2020 and annu in each year.lys set forth on said thereafter on theDfirst day
Service Schedule, principal shall be pay, con 1,
of June in the amounts set forth there' ntil pri cipal er st� f not sooner paidinterest are fully pshall become duethe
and final
installment of the entire balance of pri gal a� iner p principal and
payable on June 1, 2038. Notwithstan Debt Service Schedule r an until completion of the Project, at
interest shall be payable as s � on said
which time the final Debt S edule shall be determined by the Original Purchaser and
attached hereto based upon ; al•vancemen�he Iowa Water Pollutions, final costs and tControl Works Financing
ion of the Project, all as
provided m the administrative �� es governing
Program. Payme rincipa and interest of at all times conform to said Works Financing Program.
Debt
Service Schede= n,A "the rules of the Water Pollution Control
Interest an•Y Q;�incipal shall be paid to the registeredof the 15th day of the monthing
record . next preceding
ownershi maintained by the Registrar as of twelve 30-
such to - :,• yment date. Interest shall be computed on the basis of a 360 -day year
day
his Note is issued pursuant to the provisions of Sections 384.24A and 384.83 of the Code of
Iowa, for the purpose of paying costs of costs of acquisition,nof the construction,
pal Sewer System, includingd
remodeling, improving, repairing and equipping allp
those costs associated with the Kerper Boulevard sanitaryences amounts payable ruction under a certahn Loan
Point Park Environmental Restoration Project, and
and Disbursement Agreement dated as of the date hereof,
f, in conformity
o December 15 i y to200a(Mtheaster Resolution
e oResoluof the )
City Cuncil of said City duly passed and approved
and a Series Resolution of the City Council of saidCity u duly
dand ies Resoputiondon Octoberon r21,8,
2019 (the "Series Resolution") and a Resolution amendinga d Series
s from which and the
ns
2019. For a complete statement of the revenues condaionsdunde which additional series orrbonds
which this Note is payable, a statement of ththis
of equal standing may be issued, and the general
covenants
ribed Loan and Disburse Hent AgrAgreemenrovisions pursuant to t, t e
Note is issued, reference is made to the above-described
Master Resolution and the Series Resolution.
This Note is one of the Series 2019 Notes authorized for issuance in the Series Resolution.
Capitalized terms not defined herein shall have the meanings given to them in the Series Resolution
or Master Resolution.
This Note is subject to optional redemption at a price of par plus accrued interest (i)any
date upon receipt of written consent of the Iowa Finance Authority or (ii) in the eve a"
substantially all of the Project is damaged or destroyed. Any ooptiione l retdemption
e in on of painPin Note may
be made from any funds regardless of source, in whole or from
ord
of maturity, by lot by giving thirty (30) days' notice of redemption by certif;; or registered
s also mail,sto to
y ) ,
the Iowa Finance Authority (or any other registered owner of the Note). is
mandatory redemption as set forth in Section 5 of the Agreement.
Ownership of this Note may be transferred only by trans f~ u. on the books kept for such
purpose by the City Treasurer, City of Dubuque, Iowa the Registr. such transfer on the books shall
occur only upon presentation and surrender of this
;tt� e, off1 e the ized attorneystrarin the form r as swhall
an assignment duly executed by the owner hereof or his
be satisfactory to the Registrar. Issuer reserves the right to s d Notehol ersute the Registrar of such change.aAll Note
Paying
llnt
but shall, however, promptly give notice to regist r
be negotiable as provided in Article 8 of the Unifor ommercial Code and subject to the provisions
for registration and transfer contained in th Master R p ution.
This Note and the series of wh' `� it fortis a part, other obligations ranking on a parity
therewith, and any additional obligati „ which may be hereafter issued
and
d outstan, are nding from from and
time to
time on a parity with said Notes as Sen ds under the Master
a
secured by a pledge of the Ne. revenues of t e municipal sewer utility (the "System"), as e has heretofore been established and the Citydcolvendants
and provided in the Maste es.��ti• Ther
and agrees that it will m: in Fust � d equitable rthe
°r geasonable expenses and
operation ondservice and
d
by said System in each year fo ,$ ''e payment of proper and
maintenance of s.•`ystem an for the establishment of a sufficient sinking fund to meet the
principal of anst on this series of Notes, and other obligations ranking on a parity therewit ,
as the same beco due. This Note is not payable in any manner by taxation and under no
circumst nces shall= City be in any manner liable by reason of the failure of said Net Revenues to
be suf>i t for the payment hereof.
H : OTES AND THE INTEREST THEREON ARE PAYABLE SOLELY AND
ONLY tk''tOM NET REVENUES OF THE NOR ANY INTEREST THEREON SYSTEM. NEITHER THE PAYMENT OF THE
PRINCIPAL NOR ANY PART THEREOF
CONSTITUTES A DEBT, LIABILITY ORO STATUTORYLIGATION OF THE ISSUER WITHIN OR CHARTER PROVISION THE
MEANING OF ANY CONSTITUTIONAL,
WHATSOEVER. THE ISSUER HAS NO AUTHORITY TO LEVY ANY TAXES TO PAY
THE NOTES.
The Issuer has covenanted and hereby n for collect amounts in respect of the use of the
ovenants and agrees at all times while any r
Bonds are Outstanding and unpaid to budget
Date of authentication: CITY OF DUBUQUE, STATE OF IOWA
This is one of the Notes described in the within
mentioned Resolution, as registered by the City By:
Treasurer
CITY TREASURER, Registrar
By:
Authorized Signature
Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
Mayor
ATTEST:
By:
City Clerk
For value received, the undersigned hereby s assigns and transfers unto the within Note
(Social Security or Tax �' tification No. )
and does hereby irrevocably constitute and app .int attorney in fact to transfer
the said Note on the books kept for registrat® o he within Note, with full power of substitution in the
premises.
(SEAL)
Dated:
SIGNATURE )
GUARANTEED)
(Person(s) execifi
g this Assignment sign(s) here)
IMPORTANT - READ CAREFULLY
A�rnature(s) to this Power must correspond with the name(s) as written upon the face of the
icate(s) or Note(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): Corporation
Individual* Trust
Partnership
*If the Note is to be registered in the names of multiple individual owners, the names of all such 9 ers and
one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Note; sh
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 rights of survivorship and not as tenants in co
IA UNIF TRANS MIN ACT - Custodian
(Cust) (Minor)
Under Iowa Uniform Transfe
be construed
ors Act
(State)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USEDHOUGH NOT IN THE ABOVE LIST
CONSENT AND WAIVER
OF IOWA FINANCE AUTHORITY
IOWA FINANCE
AUTHORITY
The undersigned, an authorized representative of the Iowa Finance Authority (the
"Authority"), hereby certifies that the Authority is the sole holder of the outstanding City
of Dubuque, Iowa (the "City") sewer revenue obligations known as the City of Dubuque
$2,000,000 Sewer Revenue Capital Loan Notes, Series 2009A, dated January 14, 2009;
$1,141,000 Sewer Revenue Capital Loan Notes, Series 2010A, dated January 13, 2010;
$64,885,000 Sewer Revenue Capital Loan Notes, Series 2010E, dated August 18, 2010,
later amended to increase the principal amount to $74;285,000 Sewer Revenue Capital -
Loan Notes, Series 2010E, dated April 26, 2013; $3,048,000 Sewer Revenue Capital
Loan Notes, Series 2013, dated April 19, 2013; $3,058,000 Sewer Revenue Capital Loan
Notes, Series 2013B, dated May 31, 2013; and the $2,763,000 Sewer Revenue Capital
Loan Notes, Series 2019, dated March 8, 2019 (the "Outstanding Obligations").
As such holder, the Authority hereby consents to the amendment by the City of the
$2,763,000 Sewer Revenue Capital Loan Notes, Series 2019 in order to increase the
principal amount of said 2019 sewer revenue note by $229,000 in aggregate principal
amount in connection with the City's borrowing of additional funds under the State of
Iowa SRF Loan Program for a Sponsored Project, and waives any requirement in the
resolution authorizing the Outstanding SRF Loans that would require the City to obtain a
"parity certificate" from an independent auditor as to the sufficiency of the Net Revenues
securing the payment of the Outstanding SRF Loans, as amended
This Consent and Waiver is given with the understanding that all other provisions
of the resolutions authorizing the Outstanding Obligations shall remain in full force and
effect.
Dated this 25th day of October, 2019.
IOWA FINANCE AUTHORITY
By
Its::
Com nity evelopDirector
01370340-1\10422-206
IRS
125059
Department of the Treasury
Internal Revenue Service
Ogden, UT 84201-0074
125059.213004.244635.10222 1 AB 0.412 370
111111111111111111111111111111111111111111111111111111"1111111911
CITY OF DUBUQUE IOWA
50 W 13TH ST
DUBUQUE IA 52001-4845
Acknowledgment of your Novernber 1, 2019 Form 8038-G
We received your tax-exempt bond form
This notice serves as official acknowledgment
that we received your Form 8038-G, If you filed
more than one form, you will receive a separate
acknowledgment for each one.
Notice
CP'I52
Tax period
Notice date
Employer ID number
November 30, 2019
December 23, 2019
42-6004596
To contact us
Page 1 of 1
Phone 877-829-5500
Tax-exempt bond information
Bond issuer
Name of issue
Address
CITY OF DUBUQUE 101NA
REISSUANCE OF SEWER REVENUE CPTAL L
50 VV 13TH ST
DUBUQUE IA 52001
CUSIP number NONE
Issue date
November 1, 2019
Issue price
$2,652,63000
Maturity date
June 1, 2038
Important reminders
• Attach a copy of this notice to all of your correspondence and documents related to
this tax-exempt bond.
• If a tax practitioner or someone else prepared your form, you may want to give them
a copy of this notice. (A copy was automatically sent to all representatives
authorized with a Power -of -Attorney for this form.)
Additional information
• Visit vvvvvv.irs.govicp152.
• For tax forms, instructions, and publications, visit www.irs.gov or call
800 -TAX -FORM (800-829-3676).
• If you have questions about tax-exempt bonds, call TEGE Customer Account Services
at 877-829-5500.
• Keep this notice for your records,
If you need assistance, please don't hesitate to contact us,