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Issuance of Not to Exceed $290,000 Sewer Revenue Capital Loan Notes (Interim Financing) State Revolving Funds_HearingCity of Dubuque City Council Meeting Public Hearings # 2. Copyrighted September 7, 2021 ITEM TITLE: Proceedings for Public Hearing on the Issuance of Not to Exceed $290,000, Sewer Revenue Capital Loan Notes (Interim Financing) State Revolving Funds, Planning and Design Loan Applications SUMMARY: Proof of publication on notice of public hearing to consider City Council approval of the suggested proceedings for a public hearing on the issuance of not to exceed $290,000 in Sewer Revenue Capital Loan Notes (Interim Financing) State Revolving Loan Fund Program, the proceeds of which will be used to pay planning and design costs for High Strength Waste Receiving & Storage Project, and City Manager recommending approval. RESOLUTION Instituting proceedings to take additional action forthe authorization of a Loan and Disbursement Agreement and the issuance of not to exceed $290,000 Sewer Revenue Capital Loan Notes RESOLUTION Approving and authorizing a form of Interim Loan and Disbursement Agreement by and between the City of Dubuque and the Iowa Finance Authority, and authorizing and providing for the issuance and securing the payment of $290,000 Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2021, of the City of Dubuque, I owa, under the provisions of the Code of I owa, and providing for a method of payment of said note SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s) DISPOSITION: ATTACHMENTS: Description Type MVM Memo City Manager Memo Staff Memo Staff Memo Hearing Proceedings Resolution Authorizing Resolution_UPDATED Authorizing Resolution Delivery Certificate Interim Loan Disbursement Form of Note —UPDATED Form of Note Resolutions Supporting Documentation Resolutions Supporting Documentation Supporting Documentation Supporting Documentation Supporting Documentation Transcript Certificate Supporting Documentation Bond Counsel Letter Supporting Documentation Proof of Publication Supporting Documentation THE C DUUB-.'&-FE Masterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager Dubuque All -America City WJ%MLLI�'A: to Z,u: 2007-2012.2013 2017*2019 SUBJECT: Proceedings for Public Hearing on the Issuance of Not to Exceed $290,000, Sewer Revenue Capital Loan Notes (Interim Financing) State Revolving Funds, Planning and Design Loan Applications DATE: August 30, 2021 Director of Finance and Budget Jennifer Larson recommends City Council approval of the suggested proceedings for a public hearing on the issuance of not to exceed $290,000 in Sewer Revenue Capital Loan Notes (Interim Financing) State Revolving Loan Fund Program, the proceeds of which will be used to pay planning and design costs for High Strength Waste Receiving & Storage Project. The High Strength Waste Receiving & Storage Project provides receiving and storage facilities for the handling and anaerobic digestion of hauled, high -strength organic wastes. The project improves anaerobic digestion process control by reducing the variability in volatile solids loading to the digesters. The project will allow for a more consistent balance of acid to alkalinity in the digesters and will allow for the maximum production of biogas. The State Revolving Capital Loan Notes will carry a 0% interest rate for up to three years and have no initiation or servicing fees. The loan may be rolled into an SRF Construction Loan or repaid when permanent financing is obtained. The proceedings have been prepared to show as a first step the receipt of any oral or written objections from any resident or property owner to the proposed action of the Council to authorize the form of Loan and Disbursement Agreement and issue the Notes to the Iowa Finance Authority. A summary of objections received or made, if any, should be attached to the proceedings. After all objections have been received and considered if the Council decides to enter into the Agreement and issue the Notes, a form of resolution follows that should be introduced and adopted, entitled "Resolution Instituting Proceedings to Take Additional Action." In the event the Council decides to abandon the proposal, then the form of resolution included in said proceedings should not be adopted. In this event, a motion merely be adopted to the effect that such proposal is abandoned. I concur with the recommendation and respectfully request Mayor and City Council approval. 1�4� k�4 4�1 �. Michael C. Van Milligen MCVM/jml Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Willie O'Brien, Water & Resource Recovery Center Manager 2 THE C DUUB_-'&_FE Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manger FROM: Jennifer Larson, Director of Finance and Budget Dubuque All-Amarica City wvx?vv.iT;[u 2007-2012.2013 2017*2019 SUBJECT: Proceedings for Public Hearing on the Issuance of Not to Exceed $290,000, Sewer Revenue Capital Loan Notes (Interim Financing) State Revolving Funds, Planning and Design Loan Applications DATE: August 30, 2021 INTRODUCTION: The purpose of this memorandum is to provide suggested proceedings for a public hearing on the issuance of a not to exceed $290,000 Sewer Revenue Capital Loan Notes SRF Planning and Design Loans. A letter from attorney Kristin Cooper detailing information on the public hearing is enclosed. DISCUSSION $290,000 of the proceeds will be used to fund the planning and design of the High Strength Waste Receiving & Storage Project. The High Strength Waste Receiving & Storage Project provides receiving and storage facilities for the handling and anaerobic digestion of hauled, high -strength organic wastes. The project improves anaerobic digestion process control by reducing the variability in volatile solids loading to the digesters. The project will allow for a more consistent balance of acid to alkalinity in the digesters and will allow for the maximum production of biogas. ACTION TO BE TAKEN I respectfully recommend approval of the resolutions. Attachments cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Willie O'Brien, Water & Resource Recovery Center Manager ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA Not to Exceed $290,000 Sewer Revenue Capital Loan Notes (State of Iowa Revolving Fund Loan) (Interim Loan) Public hearing on the authorization of a Loan and Disbursement Agreement and the issuance of Notes to evidence the obligation of the City thereunder. Resolution instituting proceedings to take additional action. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. - 1 - September 7, 2021 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 6:30 o'clock P.M., on the above date. There were present Mayor Roy D. Buol, in the chair, and the following named Council Members: Cavanagh, Farber, Jones, Resnick, Roussell, Sprank __________________________________________________ Absent: ___________________________________________ * * * * * * * - 2 - The Mayor announced that this was the time and place for the public hearing and meeting on the matter of the authorization of a Loan and Disbursement Agreement by and between the City and the Iowa Finance Authority, and the issuance to the Iowa Finance Authority of not to exceed $290,000 Sewer Revenue Capital Loan Notes to evidence the obligations of the City under said Loan and Disbursement Agreement, in order to provide funds to pay costs of acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer System, including for the High Strength Waste Receiving & Storage Project, and that notice of the proposed action by the City Council to institute proceedings for the authorization of the Loan and Disbursement Agreement and the issuance of the Notes had been published pursuant to the provisions of Sections 384.24A and 384.83 of the Code of Iowa, as amended. The Mayor then asked the Council whether any written objections had been filed by any City resident or property owner to the proposal. The Clerk advised the Mayor and the Council that zero written objections had been filed. The Mayor then called for oral objections to the proposal and zero were made. Whereupon, the Mayor declared the time for receiving oral and written objections to be closed. (Attach here a summary of objections received or made, if any) - 3 - The City Council then considered the proposed action and the extent of objections thereto. Whereupon, Council Member Jones introduced and delivered to the Clerk the Resolution hereinafter set out entitled "RESOLUTION INSTITUTING PROCEEDINGS TO TAKE ADDITIONAL ACTION FOR THE AUTHORIZATION OF A LOAN AND DISBURSEMENT AGREEMENT AND THE ISSUANCE OF NOT TO EXCEED $290,000 SEWER REVENUE CAPITAL LOAN NOTES", and moved: that the Resolution be adopted. to ADJOURN and defer action on the Resolution and the proposal to institute proceedings to the meeting to be held at __________ o'clock _____.M. on the __________ day of _______________, 2021, at this place. Council Member Sprank seconded the motion. The roll was called and the vote was, AYES: Resnick, Buol, Sprank, Cavanagh, Roussell, Jones, Farber ___________________________________________ NAYS: ___________________________________________ Whereupon, the Mayor declared the measure duly adopted. RESOLUTION NO. 310-21 RESOLUTION INSTITUTING PROCEEDINGS TO TAKE ADDITIONAL ACTION FOR THE AUTHORIZATION OF A LOAN AND DISBURSEMENT AGREEMENT AND THE ISSUANCE OF NOT TO EXCEED $290,000 SEWER REVENUE CAPITAL LOAN NOTES WHEREAS, pursuant to notice published as required by law, this City Council has 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 City and the Iowa Finance Authority, and the issuance to the Iowa Finance Authority of not to exceed $290,000 Sewer Revenue Capital Loan Notes to evidence the obligations of the City under said Loan and Disbursement Agreement, for the purpose of paying costs of acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer System, including for the High Strength Waste Receiving & Storage Project, and has considered the extent of objections received from residents or property owners as to said proposal, and accordingly the following action is now considered to be in the best interests of the City and residents thereof: NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That this City Council does hereby institute proceedings and takes additional action for the authorization of a Loan and Disbursement Agreement by and between the City and the Iowa Finance Authority, and the issuance to the Iowa Finance Authority in the manner required by law of not to exceed $290,000 Sewer Revenue Capital Loan Notes for the foregoing purpose. Section 2. That the Clerk, with the assistance of bond counsel, is hereby authorized and directed to proceed with the preparation of such documents and proceedings as shall be necessary to authorize the City's participation in the SRF Loan Program, to select a suitable date for final City Council authorization of the required Loan and Disbursement Agreement and issuance of the Note to evidence the City's obligations thereunder, and to take such other actions as the Clerk shall deem necessary to permit the completion of a loan on a basis favorable to the City and acceptable to this Council. PASSED AND APPROVED this 71h day of September, 2021. , uk/ Mayor ATTEST: P i City Clerk 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 corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. hh WITNESS my hand and the seal of the City hereto affixed this 5e e(Y1 F 2021. a� City Clerk, City of Dubuque, State of Iowa 01933295-1\10422-216 day of ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA $290,000 Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2021. Resolution approving and authorizing a form of Interim Loan and Disbursement Agreement by and between the City of Dubuque, Iowa, and the Iowa Finance Authority, and authorizing and providing for the issuance and securing the payment of $290,000 Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2021, of the City of Dubuque, Iowa, under the provisions of the Code of Iowa, and providing for a method of payment of said Notes. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. - 1 - September 7, 2021 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 6:30 o'clock P.M., on the above date. There were present Mayor Roy D. Buol, in the chair, and the following named Council Members: Cavanagh, Farber, Jones, Resnick, Roussell, Sprank Absent: ___________________________________________ Vacant: ___________________________________________ * * * * * * * - 2 - Council Member Jones introduced the following Resolution entitled "A RESOLUTION APPROVING AND AUTHORIZING A FORM OF INTERIM LOAN AND DISBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE AND THE IOWA FINANCE AUTHORITY, AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $290,000 SEWER REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE, SERIES 2021, OF THE CITY OF DUBUQUE, IOWA, UNDER THE PROVISIONS OF THE CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF SAID NOTE", and moved its adoption. Council Member Sprank seconded the motion to adopt. The roll was called and the vote was: AYES: Resnick, Buol, Sprank, Cavanagh, Roussell, Jones, Farber ___________________________________________ NAYS: ___________________________________________ Whereupon the Mayor declared the following Resolution duly adopted: - 3 - Resolution No. 311-21 A RESOLUTION APPROVING AND AUTHORIZING A FORM OF INTERIM LOAN AND DISBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE AND THE IOWA FINANCE AUTHORITY, AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $290,000 SEWER REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE, SERIES 2021, OF THE CITY OF DUBUQUE, IOWA, UNDER THE PROVISIONS OF THE CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF SAID NOTE WHEREAS, Issuer proposes to issue its Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2021, to the extent of $290,000, for the purpose of defraying the costs of the Project hereinafter described; and, it is deemed necessary and advisable and in the best interests of the City that a form of Interim Loan and Disbursement Agreement by and between the City and the Iowa Finance Authority be approved and authorized; and WHEREAS, the notice of intention of Issuer to take action for the issuance of not to exceed $290,000 Sewer Revenue Capital Loan Notes has heretofore been duly published and no objections to such proposed action have been filed. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IN THE COUNTY OF DUBUQUE, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise:  "Additional Project Notes" shall mean any project notes or other obligations issued on a parity with the Note in accordance with the provisions of Section 11 hereof;  "Agreement" shall mean an Interim Loan and Disbursement Agreement dated as of the Closing between and among the City and the Original Purchaser, relating to the Interim Loan made to the City under the Program;  "City Clerk" shall mean the City Clerk or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities;  "Closing" shall mean the date of delivery of the Note to the Original Purchaser and the funding of the Interim Loan;  "Corporate Seal" shall mean the official seal of Issuer adopted by the Governing Body; ♦ "Fiscal Year" shall mean the twelve months' period beginning on July 1 of each year and ending on the last day of June of the following year, or any other consecutive twelve-month period adopted by the Governing Body or by law as the official accounting period of the System; provided, that the requirements of a fiscal year as expressed in this Resolution shall exclude any payment of principal or interest falling due on the first day of the fiscal year and include any payment of principal or interest falling due on the first day of the succeeding fiscal year; ♦ "Governing Body" shall mean the Council of the City, or its successor in function with respect to the operation and control of the System; ♦ "Interim Loan" shall mean the principal amount allocated by the Original Purchaser and loaned to the City under the Program, equal in amount to the principal amount of the Note; ♦ "Issuer" and "City" shall mean the City of Dubuque, Iowa; ♦ "Note" shall mean $290,000 Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2021, authorized to be issued by this Resolution; ♦ "Original Purchaser" shall mean the Iowa Finance Authority, as the purchaser of the Note from Issuer at the time of its original issuance; ♦ "Paying Agent" shall be the Director of Finance and Budget, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Notes as the same shall become due; ♦ "Permitted Investments" shall mean: • direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America; • cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in the above paragraph); • obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: Export - Import Bank Farm Credit System Financial Assistance Corporation USDA - Rural Development �L - General Services Administration - U.S. Maritime Administration - Small Business Administration - Government National Mortgage Association (GNMA) - U.S. Department of Housing & Urban Development (PHA's) - Federal Housing Administration • repurchase agreements whose underlying collateral consists of the investments set out above if the Issuer takes delivery of the collateral either directly or through an authorized custodian. Repurchase agreements do not include reverse repurchase agreements; • senior debt obligations rated "AAA" by Standard & Poor's Corporation (S&P) or "Aaa" by Moody's Investors Service Inc. (Moody's) issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation; • U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of "A-1" or "A-1+" by S&P or "P-1" by Moody's and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); • commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by S&P or "P-1" by Moody's and which matures not more than 270 days after the date of purchase; • investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P; • pre -refunded Municipal Obligations, defined as any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (a) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of S&P or Moody's or any successors thereto; or (b)(i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or direct obligations of the Department of the Treasury of the United States of America, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate; and (ii) which escrow is -5- sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate; • tax exempt bonds as defined and permitted by section 148 of the Internal Revenue Code and applicable regulations and only if rated within the two highest classifications as established by at least one of the standard rating services approved by the superintendent of banking by rule adopted pursuant to chapter 17A Code of Iowa; • an investment contract rated within the two highest classifications as established by at least one of the standard rating services approved by the superintendent of banking by rule adopted pursuant to chapter 17A Code of Iowa; and Iowa Public Agency Investment Trust. ♦ "Program" shall mean the Iowa Water Pollution Control Works Financing Program undertaken by the Original Purchaser; ♦ "Project" shall mean the costs of acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping of the System, including the High Strength Waste Receiving & Storage Project; ♦ "Project Costs" shall mean all engineering fees, archeological surveys, environmental studies, and fees related to a project plan preparation and submission, and other expenses incidental thereto, and also including the costs of issuance of the Note. ♦ "Project Fund" shall mean the Project Fund established by Section 6 of this Resolution. ♦ "Registrar" shall be the Director of Finance and Budget, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Note. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Note; ♦ "System" shall mean the municipal sewer utility of the Issuer and all properties of every nature hereinafter owned by the Issuer comprising part of or used as a part of the System, including all wastewater treatment facilities, sanitary sewers, force mains, pumping stations and all related property and improvements and extensions made by Issuer while the Note remains outstanding; all real and personal property; and all appurtenances, contracts, leases, franchises and other intangibles; 9 Mo ♦ "Treasurer" shall mean the Director of Finance and Budget or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Note issued hereunder. Section 2. Authority. The Agreement and the Note authorized by this Resolution shall be issued pursuant to Section 76.13 of the Code of Iowa, and in compliance with all applicable provisions of the Constitution and laws of the State of Iowa. The Agreement shall be substantially in the form attached to this Resolution and is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. Section 3. Note Details, Execution, Redemption and Registration. a. Note Details. The Note shall be designated a Sewer Revenue Capital Loan Notes Anticipation Project Note, be dated the date of delivery, in the denomination of $1,000 or multiples thereof, and shall at the request of the Original Purchaser be initially issued as a single Note in the denomination of $290,000 and numbered R- 1. The Note shall not bear interest (0%), and shall mature three years from issuance. The City Council hereby finds and determines that it is necessary and advisable to issue said Note pursuant to Section 76.13 of the Code of Iowa, as authorized by the Agreement and this Resolution. b. Execution. The Note shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or imprinted with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check, wire transfer or automated clearing house system transfer to the registered owner of the Note. Redemption. The Note may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or from time to time in part, in order of maturity and within an annual maturity by lot. Notice of redemption shall be given by U.S. mail to the Original Purchaser (or any other registered owner of the Note). The terms of redemption shall be par, plus accrued interest to date of call. Failure to give such notice by mail to any registered owner or any defect therein shall not affect the validity of any proceedings for the redemption of the Note. The Note is also subject to mandatory redemption to the extent not fully drawn upon. d. Registration. The Note may be registered as to principal and interest on the books of the Note Registrar in the name of the holder and such registration noted on the Note after which no transfer shall be valid until the making of an entry upon the books kept for the registration and transfer of ownership of the Note, and in no other way. The Director of Finance and Budget is hereby appointed as Note -7- Registrar under the terms of this Resolution. Registrar shall maintain the books of the Issuer for the registration of ownership of the Note for the payment of principal of and interest on the Note as provided in this Resolution. The Note shall be negotiable as provided in Article 8 of the Uniform Commercial Code subject to the provisions for registration and transfer contained in the Note and in this Resolution. The ownership of any Note may be transferred only upon the Registration Books kept for the registration and transfer of the Note and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Note (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Note, a new fully registered Note, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Note, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. In all cases of the transfer of the Note, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Note, in accordance with the provisions of this Resolution. As to any Note, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Note and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note, including the interest thereon, to the extent of the sum or sums so paid. A Note which has been redeemed shall not be reissued but shall be cancelled by the Registrar. A Note which is cancelled by the Registrar shall be destroyed and a Certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Note to the Issuer. In the event any payment check, wire, or electronic transfer of funds representing payment of principal of or interest on the Notes is returned to the Paying Agent or if any note is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Notes shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Notes shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Notes who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Notes. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Notes of whatever nature shall be made upon the Issuer. Section 4. Form of Note. The form of Note shall be substantially as follows: ll REGISTERED No. R-1 Interest Rate 0.00% UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF DUBUQUE CITY OF DUBUQUE, IOWA SEWER REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE SERIES 2021 Maturity Date September 24, 2024 REGISTERED $290,000 Dated Date September 24, 2021 The City of Dubuque, Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, to IOWA FINANCE AUTHORITY or registered assigns, the principal sum of TWO HUNDRED NINETY THOUSAND DOLLARS in lawful money of the United States of America, at maturity on September 24, 2024, without interest (0%). Payment of this Note shall at all times conform to the rules of the Iowa Water Pollution Control Works Financing Program. Issuer pledges the Project Fund to which there has been appropriated the anticipated receipts of certain funds held or to be received by the Issuer as well as the proceeds of certain Capital Loan Notes to be issued. This Note is payable solely from said Project Fund. This Note is issued pursuant to an Interim Loan and Disbursement Agreement and the Resolution, duly adopted and under and in substantial compliance with the Constitution and statutes of the state of Iowa, including specifically Section 76.13 of the Code of Iowa, as amended, for the purpose of defraying part of the cost of acquiring the Project. For a complete statement of the revenues and funds from which, and the conditions, under which this Note is payable, a statement of conditions under which additional notes of equal standing may hereafter be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above described Resolution and Interim Loan and Disbursement Agreement. This Note is not payable in any manner by taxation and under no circumstances shall the City be in any manner liable by reason of the failure of said Project Fund to be sufficient for the payment hereof. The Note may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or from time to time in part, in order of maturity and within an annual maturity by lot. -10- Notice of redemption shall be given by ordinary mail to the Original Purchaser (or any other registered owner of the Note). The terms of redemption shall be par, plus accrued interest to date of call. Failure to give such notice by mail to any registered owner or any defect therein shall not affect the validity of any proceedings for the redemption of the Note. The Note is also subject to mandatory redemption to the extent not fully drawn upon. If selection by lot within a maturity is required, the Registrar shall designate the Notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Notes to be called has been reached. The Note may be registered as to principal and interest on the books of the Director of Finance and Budget in the name of the holder after which no transfer shall be valid until the making of an entry upon the books kept for the registration and transfer of ownership of the Note, and in no other way. Registrar shall maintain the books of the Issuer for the registration of ownership of the Note for the payment of principal of and interest on the Note as provided in the Resolution. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the Director of Finance and Budget, City of Dubuque, Iowa, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Note at the office of the Registrar, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Note, have been existent, had, done and performed as required by law. IN TESTIMONY WHEREOF, said City by its City Council has caused this Note to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of said City impressed hereon, and authenticated by the manual or facsimile signature of an authorized representative of the Registrar, the Director of Finance and Budget of the City of Dubuque, Iowa, all as of the 24th day of September, 2021 -11- 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: Clerk DIRECTOR OF FINANCE & BUDGET Registrar Mayor ATTEST: By: City Clerk (SEAL) Registrar and Transfer Agent: Director of Finance and Budget Paying Agent: Director of Finance and Budget ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. within Note and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED ) IMPORTANT - READ CAREFULLY the The signature(s) to this Power must correspond with the name(s) as written upon the face of the Certificate(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. -12- INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Partnership Corporation Trust *If the Note is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act ................... (State) (End of Note) Section 5. Security for Note. The Note shall be payable solely from the Project Fund. To pay the principal on the Note when it becomes due, there is hereby created a pledge of the receipts anticipated in said Project Fund to continue until the payment in full of the principal on the Note. Section 6. Establishment of Project Fund. The Issuer hereby creates and establishes a Project Fund, into which Project Fund are hereby appropriated the following: Proceeds of not to exceed $290,000 Sewer Revenue Capital Loan Notes, additional action on the issuance of which previously has been taken and approved by the City Council The funds so appropriated shall include in addition thereto all funds of the Issuer, including proceeds realized on the reinvestment of proceeds of the Note, from which the Issuer is or may become obligated to pay under contracts for the construction of the Project to the extent that proceeds of the Note are applied to the payment thereof. -13- Section 7. Application of Project Fund. The proceeds of the sale of the Note shall be deposited in the Project Fund for application to payment of Project Costs and the costs of issuance of the Note or to pay the principal of the Note when due and for no other purpose. Disbursements for the payment of Project Costs shall be made by the City Clerk upon receipt of vouchers approved by the Governing Body. After completion of the Project, any moneys remaining in the Project Fund shall be held for the retirement of Note. When the Note is paid or payment is provided for, remaining moneys in the Project Fund may be withdrawn and used for any lawful purpose. Section 8. Investments. Moneys in the Project Fund shall at all times be invested, to the extent practicable in Permitted Investments maturing at such times and in such amounts as will make cash available for the purposes of such Project Fund as needed. Section 9. Covenants with Noteholders. Issuer covenants and agrees, so long as any Notes herein authorized remain unpaid, that it: a. Will proceed to complete with all practicable dispatch the construction and acquisition of the Project; b. Will not make or cause or permit to be made any application of the proceeds of the Note or of any moneys held in the Project Fund, except in accordance with the provisions of this Resolution; C. Will from time to time increase the amount of the appropriations to the Project Fund, to the extent necessary to assure that the expected receipts thereafter forthcoming, together with the funds appropriated and held in trust for the purpose, will be sufficient to pay when due the Note as to both principal and interest. d. Will obtain the collection of funds and the proceeds of the sale of sewer revenue capital loan notes anticipated to be received in the Project Fund and, if not paid from other sources, apply the same to the payment of the Note and interest thereon; and e. For the prompt and full performance of the terms and provisions of this Resolution and contract with the noteholders, the Issuer pledges its full faith and diligence and the exercise of its lawful powers. Section 10. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between the Issuer and the purchaser of the Note. Section 11. Additional Notes. The Issuer may issue Additional Project Notes of equal standing and parity of lien with the Note for the purpose of paying Project Costs to the extent that funds appropriated to the Project Fund are adequate to pay all notes so issued and interest thereon. -14- The holder or holders of the Notes shall have all other rights and remedies given by law for the payment and enforcement of the Notes and the security therefor. Section 12. Severability Clause. If any section, paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval. Section 13. Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. Section 14. Paragraph Headings. The paragraph headings in this Resolution are furnished for convenience of reference only and shall not be considered to be a part of this Resolution. Section 15. Rule of Construction. This Resolution and the terms and conditions of the Notes authorized hereby shall be construed whenever possible so as not to conflict with the terms and conditions of the Interim Loan and Disbursement Agreement. In the event such construction is not possible, or in the event of any conflict or inconsistency between the terms hereof and those of the Interim Loan and Disbursement Agreement, the terms of the Interim Loan and Disbursement Agreement shall prevail and be given effect to the extent necessary to resolve any such conflict or inconsistency. PASSED AND APPROVED this 7" day of September, 2021. ATTEST: A City Clerk -15- 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 corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I fiirther 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 City hereto affixed this Sdayof e e tuber , 2021. City Clerk, City of Dubuque, ate of Iowa 01933305-1\10422-216 ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA $290,000 Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2021. Resolution approving and authorizing a form of Interim Loan and Disbursement Agreement by and between the City of Dubuque, Iowa, and the Iowa Finance Authority, and authorizing and providing for the issuance and securing the payment of $290,000 Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2021, of the City of Dubuque, Iowa, under the provisions of the Code of Iowa, and providing for a method of payment of said Notes. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. September 7, 2021 The City Council of the City of Dubuque, State of Iowa, met in session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at o'clock M., on the above date. There were present Mayor and the following named Council Members: Absent: Vacant: in the chair, Council Member introduced the following Resolution entitled "A RESOLUTION APPROVING AND AUTHORIZING A FORM OF INTERIM LOAN AND DISBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE AND THE IOWA FINANCE AUTHORITY, AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $290,000 SEWER REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE, SERIES 2021, OF THE CITY OF DUBUQUE, IOWA, UNDER THE PROVISIONS OF THE CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF SAID NOTE", and moved its adoption. Council Member seconded the motion to adopt. The roll was called and the vote was: AYES: NAYS: Whereupon the Mayor declared the following Resolution duly adopted: -2- Resolution No. A RESOLUTION APPROVING AND AUTHORIZING A FORM OF INTERIM LOAN AND DISBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE AND THE IOWA FINANCE AUTHORITY, AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $290,000 SEWER REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE, SERIES 2021, OF THE CITY OF DUBUQUE, IOWA, UNDER THE PROVISIONS OF THE CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF SAID NOTE WHEREAS, Issuer proposes to issue its Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2021, to the extent of $290,000, for the purpose of defraying the costs of the Project hereinafter described; and, it is deemed necessary and advisable and in the best interests of the City that a form of Interim Loan and Disbursement Agreement by and between the City and the Iowa Finance Authority be approved and authorized; and WHEREAS, the notice of intention of Issuer to take action for the issuance of not to exceed $290,000 Sewer Revenue Capital Loan Notes has heretofore been duly published and no objections to such proposed action have been filed. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IN THE COUNTY OF DUBUQUE, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: ♦ "Additional Project Notes" shall mean any project notes or other obligations issued on a parity with the Note in accordance with the provisions of Section 11 hereof, ♦ "Agreement" shall mean an Interim Loan and Disbursement Agreement dated as of the Closing between and among the City and the Original Purchaser, relating to the Interim Loan made to the City under the Program; ♦ "City Clerk" shall mean the City Clerk or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities; ♦ "Closing" shall mean the date of delivery of the Note to the Original Purchaser and the funding of the Interim Loan; ♦ "Corporate Seal" shall mean the official seal of Issuer adopted by the Governing Body; -3- ♦ "Fiscal Year" shall mean the twelve months' period beginning on July 1 of each year and ending on the last day of June of the following year, or any other consecutive twelve-month period adopted by the Governing Body or by law as the official accounting period of the System; provided, that the requirements of a fiscal year as expressed in this Resolution shall exclude any payment of principal or interest falling due on the first day of the fiscal year and include any payment of principal or interest falling due on the first day of the succeeding fiscal year; ♦ "Governing Body" shall mean the Council of the City, or its successor in function with respect to the operation and control of the System; ♦ "Interim Loan" shall mean the principal amount allocated by the Original Purchaser and loaned to the City under the Program, equal in amount to the principal amount of the Note; ♦ "Issuer" and "City" shall mean the City of Dubuque, Iowa; ♦ "Note" shall mean $290,000 Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2021, authorized to be issued by this Resolution; ♦ "Original Purchaser" shall mean the Iowa Finance Authority, as the purchaser of the Note from Issuer at the time of its original issuance; ♦ "Paying Agent" shall be the Director of Finance and Budget, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Notes as the same shall become due; ♦ "Permitted Investments" shall mean: • direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America; • cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in the above paragraph); • obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: Export - Import Bank Farm Credit System Financial Assistance Corporation USDA - Rural Development �L - General Services Administration - U.S. Maritime Administration - Small Business Administration - Government National Mortgage Association (GNMA) - U.S. Department of Housing & Urban Development (PHA's) - Federal Housing Administration • repurchase agreements whose underlying collateral consists of the investments set out above if the Issuer takes delivery of the collateral either directly or through an authorized custodian. Repurchase agreements do not include reverse repurchase agreements; • senior debt obligations rated "AAA" by Standard & Poor's Corporation (S&P) or "Aaa" by Moody's Investors Service Inc. (Moody's) issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation; • U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of "A-1" or "A-1+" by S&P or "P-1" by Moody's and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); • commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by S&P or "P-1" by Moody's and which matures not more than 270 days after the date of purchase; • investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P; • pre -refunded Municipal Obligations, defined as any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (a) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of S&P or Moody's or any successors thereto; or (b)(i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or direct obligations of the Department of the Treasury of the United States of America, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate; and (ii) which escrow is -5- sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate; • tax exempt bonds as defined and permitted by section 148 of the Internal Revenue Code and applicable regulations and only if rated within the two highest classifications as established by at least one of the standard rating services approved by the superintendent of banking by rule adopted pursuant to chapter 17A Code of Iowa; • an investment contract rated within the two highest classifications as established by at least one of the standard rating services approved by the superintendent of banking by rule adopted pursuant to chapter 17A Code of Iowa; and Iowa Public Agency Investment Trust. ♦ "Program" shall mean the Iowa Water Pollution Control Works Financing Program undertaken by the Original Purchaser; ♦ "Project" shall mean the costs of acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping of the System, including the High Strength Waste Receiving & Storage Project; ♦ "Project Costs" shall mean all engineering fees, archeological surveys, environmental studies, and fees related to a project plan preparation and submission, and other expenses incidental thereto, and also including the costs of issuance of the Note. ♦ "Project Fund" shall mean the Project Fund established by Section 6 of this Resolution. ♦ "Registrar" shall be the Director of Finance and Budget, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Note. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Note; ♦ "System" shall mean the municipal sewer utility of the Issuer and all properties of every nature hereinafter owned by the Issuer comprising part of or used as a part of the System, including all wastewater treatment facilities, sanitary sewers, force mains, pumping stations and all related property and improvements and extensions made by Issuer while the Note remains outstanding; all real and personal property; and all appurtenances, contracts, leases, franchises and other intangibles; 9 Mo ♦ "Treasurer" shall mean the Director of Finance and Budget or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Note issued hereunder. Section 2. Authority. The Agreement and the Note authorized by this Resolution shall be issued pursuant to Section 76.13 of the Code of Iowa, and in compliance with all applicable provisions of the Constitution and laws of the State of Iowa. The Agreement shall be substantially in the form attached to this Resolution and is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. Section 3. Note Details, Execution, Redemption and Registration. a. Note Details. The Note shall be designated a Sewer Revenue Capital Loan Notes Anticipation Project Note, be dated the date of delivery, in the denomination of $1,000 or multiples thereof, and shall at the request of the Original Purchaser be initially issued as a single Note in the denomination of $290,000 and numbered R- 1. The Note shall not bear interest (0%), and shall mature three years from issuance. The City Council hereby finds and determines that it is necessary and advisable to issue said Note pursuant to Section 76.13 of the Code of Iowa, as authorized by the Agreement and this Resolution. b. Execution. The Note shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or imprinted with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check, wire transfer or automated clearing house system transfer to the registered owner of the Note. Redemption. The Note may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or from time to time in part, in order of maturity and within an annual maturity by lot. Notice of redemption shall be given by U.S. mail to the Original Purchaser (or any other registered owner of the Note). The terms of redemption shall be par, plus accrued interest to date of call. Failure to give such notice by mail to any registered owner or any defect therein shall not affect the validity of any proceedings for the redemption of the Note. The Note is also subject to mandatory redemption to the extent not fully drawn upon. d. Registration. The Note may be registered as to principal and interest on the books of the Note Registrar in the name of the holder and such registration noted on the Note after which no transfer shall be valid until the making of an entry upon the books kept for the registration and transfer of ownership of the Note, and in no other way. The Director of Finance and Budget is hereby appointed as Note -7- Registrar under the terms of this Resolution. Registrar shall maintain the books of the Issuer for the registration of ownership of the Note for the payment of principal of and interest on the Note as provided in this Resolution. The Note shall be negotiable as provided in Article 8 of the Uniform Commercial Code subject to the provisions for registration and transfer contained in the Note and in this Resolution. The ownership of any Note may be transferred only upon the Registration Books kept for the registration and transfer of the Note and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Note (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Note, a new fully registered Note, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Note, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. In all cases of the transfer of the Note, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Note, in accordance with the provisions of this Resolution. As to any Note, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Note and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note, including the interest thereon, to the extent of the sum or sums so paid. A Note which has been redeemed shall not be reissued but shall be cancelled by the Registrar. A Note which is cancelled by the Registrar shall be destroyed and a Certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Note to the Issuer. In the event any payment check, wire, or electronic transfer of funds representing payment of principal of or interest on the Notes is returned to the Paying Agent or if any note is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Notes shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Notes shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Notes who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Notes. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Notes of whatever nature shall be made upon the Issuer. Section 4. Form of Note. The form of Note shall be substantially as follows: ll REGISTERED No. R-1 Interest Rate 0.00% UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF DUBUQUE CITY OF DUBUQUE, IOWA SEWER REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE SERIES 2021 Maturity Date September 24, 2024 REGISTERED $290,000 Dated Date September 24, 2021 The City of Dubuque, Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, to IOWA FINANCE AUTHORITY or registered assigns, the principal sum of TWO HUNDRED NINETY THOUSAND DOLLARS in lawful money of the United States of America, at maturity on September 24, 2024, without interest (0%). Payment of this Note shall at all times conform to the rules of the Iowa Water Pollution Control Works Financing Program. Issuer pledges the Project Fund to which there has been appropriated the anticipated receipts of certain funds held or to be received by the Issuer as well as the proceeds of certain Capital Loan Notes to be issued. This Note is payable solely from said Project Fund. This Note is issued pursuant to an Interim Loan and Disbursement Agreement and the Resolution, duly adopted and under and in substantial compliance with the Constitution and statutes of the state of Iowa, including specifically Section 76.13 of the Code of Iowa, as amended, for the purpose of defraying part of the cost of acquiring the Project. For a complete statement of the revenues and funds from which, and the conditions, under which this Note is payable, a statement of conditions under which additional notes of equal standing may hereafter be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above described Resolution and Interim Loan and Disbursement Agreement. This Note is not payable in any manner by taxation and under no circumstances shall the City be in any manner liable by reason of the failure of said Project Fund to be sufficient for the payment hereof. The Note may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or from time to time in part, in order of maturity and within an annual maturity by lot. -10- Notice of redemption shall be given by ordinary mail to the Original Purchaser (or any other registered owner of the Note). The terms of redemption shall be par, plus accrued interest to date of call. Failure to give such notice by mail to any registered owner or any defect therein shall not affect the validity of any proceedings for the redemption of the Note. The Note is also subject to mandatory redemption to the extent not fully drawn upon. If selection by lot within a maturity is required, the Registrar shall designate the Notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Notes to be called has been reached. The Note may be registered as to principal and interest on the books of the Director of Finance and Budget in the name of the holder after which no transfer shall be valid until the making of an entry upon the books kept for the registration and transfer of ownership of the Note, and in no other way. Registrar shall maintain the books of the Issuer for the registration of ownership of the Note for the payment of principal of and interest on the Note as provided in the Resolution. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the Director of Finance and Budget, City of Dubuque, Iowa, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Note at the office of the Registrar, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Note, have been existent, had, done and performed as required by law. IN TESTIMONY WHEREOF, said City by its City Council has caused this Note to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of said City impressed hereon, and authenticated by the manual or facsimile signature of an authorized representative of the Registrar, the City Clerk of the City of Dubuque, Iowa, all as of the 24th day of September, 2021 -11- 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: Clerk CITY CLERK Registrar Mayor ATTEST: By: City Clerk (SEAL) Registrar and Transfer Agent: City Clerk Paying Agent: City Clerk ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. within Note and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED IMPORTANT - READ CAREFULLY the The signature(s) to this Power must correspond with the name(s) as written upon the face of the Certificate(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. -12- INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Partnership Corporation Trust *If the Note is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act ................... (State) (End of Note) Section 5. Security for Note. The Note shall be payable solely from the Project Fund. To pay the principal on the Note when it becomes due, there is hereby created a pledge of the receipts anticipated in said Project Fund to continue until the payment in full of the principal on the Note. Section 6. Establishment of Project Fund. The Issuer hereby creates and establishes a Project Fund, into which Project Fund are hereby appropriated the following: Proceeds of not to exceed $290,000 Sewer Revenue Capital Loan Notes, additional action on the issuance of which previously has been taken and approved by the City Council The funds so appropriated shall include in addition thereto all funds of the Issuer, including proceeds realized on the reinvestment of proceeds of the Note, from which the Issuer is or may become obligated to pay under contracts for the construction of the Project to the extent that proceeds of the Note are applied to the payment thereof. -13- Section 7. Application of Project Fund. The proceeds of the sale of the Note shall be deposited in the Project Fund for application to payment of Project Costs and the costs of issuance of the Note or to pay the principal of the Note when due and for no other purpose. Disbursements for the payment of Project Costs shall be made by the City Clerk upon receipt of vouchers approved by the Governing Body. After completion of the Project, any moneys remaining in the Project Fund shall be held for the retirement of Note. When the Note is paid or payment is provided for, remaining moneys in the Project Fund may be withdrawn and used for any lawful purpose. Section 8. Investments. Moneys in the Project Fund shall at all times be invested, to the extent practicable in Permitted Investments maturing at such times and in such amounts as will make cash available for the purposes of such Project Fund as needed. Section 9. Covenants with Noteholders. Issuer covenants and agrees, so long as any Notes herein authorized remain unpaid, that it: a. Will proceed to complete with all practicable dispatch the construction and acquisition of the Project; b. Will not make or cause or permit to be made any application of the proceeds of the Note or of any moneys held in the Project Fund, except in accordance with the provisions of this Resolution; C. Will from time to time increase the amount of the appropriations to the Project Fund, to the extent necessary to assure that the expected receipts thereafter forthcoming, together with the funds appropriated and held in trust for the purpose, will be sufficient to pay when due the Note as to both principal and interest. d. Will obtain the collection of funds and the proceeds of the sale of sewer revenue capital loan notes anticipated to be received in the Project Fund and, if not paid from other sources, apply the same to the payment of the Note and interest thereon; and e. For the prompt and full performance of the terms and provisions of this Resolution and contract with the noteholders, the Issuer pledges its full faith and diligence and the exercise of its lawful powers. Section 10. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between the Issuer and the purchaser of the Note. Section 11. Additional Notes. The Issuer may issue Additional Project Notes of equal standing and parity of lien with the Note for the purpose of paying Project Costs to the extent that funds appropriated to the Project Fund are adequate to pay all notes so issued and interest thereon. -14- The holder or holders of the Notes shall have all other rights and remedies given by law for the payment and enforcement of the Notes and the security therefor. Section 12. Severability Clause. If any section, paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval. Section 13. Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. Section 14. Parag_raph Headings. The paragraph headings in this Resolution are furnished for convenience of reference only and shall not be considered to be a part of this Resolution. Section 15. Rule of Construction. This Resolution and the terms and conditions of the Notes authorized hereby shall be construed whenever possible so as not to conflict with the terms and conditions of the Interim Loan and Disbursement Agreement. In the event such construction is not possible, or in the event of any conflict or inconsistency between the terms hereof and those of the Interim Loan and Disbursement Agreement, the terms of the Interim Loan and Disbursement Agreement shall prevail and be given effect to the extent necessary to resolve any such conflict or inconsistency. PASSED AND APPROVED this 71h day of September, 2021. ATTEST: City Clerk Mayor -15- 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 corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the City hereto affixed this day of , 2021. City Clerk, City of Dubuque, State of Iowa (SEAL) 01933305-1\10422-216 DELIVERY CERTIFICATE We, the undersigned City officials, do hereby certify that we are the officers, respectively below indicated, of a municipal corporation in the State of Iowa, known as the City of Dubuque, Iowa; that in pursuance of the provisions of Section 76.13, Code of Iowa, there have been heretofore lawfully authorized and this day by us lawfully executed, issued, caused to be registered and authenticated and delivered one fully registered Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2021, of the City of Dubuque, Iowa, in the amount of $290,000, dated the date of delivery, bearing no interest, and maturing three years from the date of issuance. The Note has been executed with the manual signature of the Mayor and the manual signature of the City Clerk of said City. The Note has been delivered to: Iowa Finance Authority of Des Moines, Iowa, and has been paid for in accordance with the terms of the contract of sale and at a price of par. We further certify that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City, or the titles of the undersigned officers to their respective positions, or the validity of the Note, or the power of the City to provide and apply adequate funds, including proceeds of Notes heretofore authorized for the purpose and appropriated to the Project Fund from which the Note is made payable, for the full and prompt payment of the principal and interest of the aforesaid Note, and that no measure or provision for the authorization or issuance either of said Note or any source of moneys appropriated or pledged to the project construction fund from which the Note are made payable has been repealed or rescinded. We further certify that each of the officers whose signatures appear on the Note were in occupancy and possession of their respective offices at the time the Note was executed and do hereby adopt and affirm their signatures appearing in the Note. We further certify that the present financial condition of the City is as follows: Total Sewer Revenue bonded indebtedness, including above -mentioned Project Note $ 6aI 3631 967. yL) All other indebtedness of any kind, payable from Sewer Revenues S S, 9 o C. 75 y o o IN WITNESS WHEREOF, we have hereunto affixed our hands at Dubuque, Iowa, this day of 2021. Mayor City Clerk 01933575-1\10422-216 INTERIM LOAN AND DISBURSEMENT AGREEMENT This Interim Loan and Disbursement Agreement (the "Agreement") is entered into as of September 24, 2021, by and between the City of Dubuque, Iowa (the "City"), and the Iowa Finance Authority, as lender (the "Lender"). The parties agree as follows: 1. The Lender shall loan to the City an interim amount not to exceed $290,000, without interest. 2. The City has adopted a resolution (the "Resolution") authorizing and approving this Agreement pursuant to the provisions of Section 76.13 of the Code of Iowa, 2019, as amended, and providing for the issuance and securing the payment of this Agreement, and the Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. This Agreement and the interest thereon, if any, together with any additional obligations as may be hereafter issued and outstanding from time to time under the conditions set forth in the Resolution, shall be payable from (i) proceeds of an authorized loan agreement corresponding to the anticipated issuance of capital loan notes previously authorized by action of the City Council or (ii) such other funds as may be lawfully available for such purpose and appropriated by the City. 3. The loan proceeds (the "Loan Proceeds") shall be used for the purposes set forth in the Resolution and shall be made available to the City in the form of one or more periodic disbursements as provided for in this section. Prior to disbursement the City shall provide to the Lender a payment request on a form provided by the Lender and evidence that the costs for which the disbursement is requested have been incurred. Disbursements to the City will be made on or about the second and fourth Tuesday of each month. Submission of the completed information required by this section shall be made by the City not less than eight (8) days prior to the disbursement date. Funds shall be disbursed to the City at the address specified in the disbursement request in the form of a check, wire transfer or automated clearinghouse system transfer, as requested by the City. 4. This Agreement shall be executed and delivered to the Lender in evidence of the City's obligation to repay the amounts payable hereunder. Amounts disbursed hereunder shall not bear interest (0%), and shall be payable as to principal in full on the date and in the total aggregate amount drawn by the City as set forth in the Resolution. This Agreement shall be subject to prepayment prior to maturity and shall contain such other terms and provisions as provided in the Resolution. 5. The City understands and agrees this Agreement may be terminated at the option of the Lender if the City has not entered into a Loan and Disbursement Agreement with the Lender pursuant to the Iowa Water Pollution Control Works Financing Program within three years of the date of this Agreement. If the City enters into a Loan and Disbursement Agreement with the Lender pursuant to the Iowa Water Pollution Control Works Financing Program within three years of the date of this Agreement, the Lender shall permit the City to repay this Agreement in full pursuant to the terms of the Loan and Disbursement Agreement executed between the City and the Lender under the Iowa Water Pollution Control Works Financing Program. - 1 - 6. This Agreement is executed pursuant to the provisions of Section 76.13 of the Code of Iowa and shall be read and construed as conforming to all provisions and requirements of the statutes. The parties hereto agree this Agreement and all documents related thereto and referenced herein may be entered into and provided for pursuant to and in accordance with Chapter 554D of the Code of Iowa. 7. This Agreement may be amended, supplemented or modified as agreed to in writing by both the City and the Lender. In the event of any inconsistency or conflict between the terms and conditions of the Resolution and this Agreement, the parties acknowledge and agree that the terms of this Agreement shall take precedence over any such terms of the Resolution. IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written. ATTEST: City Clerk CITY ZDBUQUE, IOWA Mayor -2- IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first above written. 01933722-1\10422-216 IOWA FINANCE AUTHORITY Its: -3- REGISTERED No. R-1 REGISTERED $290,000 IntPYPCt Rate 0.00% UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF DUBUQUE CITY OF DUBUQUE, IOWA SEWER REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE SERIES 2021 Maturity Date September 24, 2024 Dated Date September 24, 2021 The City of Dubuque, Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, to IOWA FINANCE AUTHORITY or registered assigns, the principal sum of TWO HUNDRED NINETY THOUSAND DOLLARS in lawful money of the United States of America, at maturity on September 24, 2024, without interest (0%). Payment of this Note shall at all times conform to the rules of the Iowa Water Pollution Control Works Financing Program. Issuer pledges the Project Fund to which there has been appropriated the anticipated receipts of certain funds held or to be received by the Issuer as well as the proceeds of certain Capital Loan Notes to be issued. This Note is payable solely from said Project Fund. This Note is issued pursuant to an Interim Loan and Disbursement Agreement and the Resolution, duly adopted and under and in substantial compliance with the Constitution and statutes of the state of Iowa, including specifically Section 76.13 of the Code of Iowa, as amended, for the purpose of defraying part of the cost of acquiring the Project. For a complete statement of the revenues and funds from which, and the conditions, under which this Note is payable, a statement of conditions under which additional notes of equal standing may hereafter be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above described Resolution and Interim Loan and Disbursement Agreement. This Note is not payable in any manner by taxation and under no circumstances shall the City be in any manner liable by reason of the failure of said Project Fund to be sufficient for the payment hereof. The Note may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or from time to time in part, in order of maturity and within an annual maturity by lot. Notice of redemption shall be given by ordinary mail to the Original Purchaser (or any other registered owner of the Note). The terms of redemption shall be par, plus accrued interest to date of call. Failure to give such notice by mail to any registered owner or any defect therein shall not affect the validity of any proceedings for the redemption of the Note. The Note is also subject to mandatory redemption to the extent not fully drawn upon. 01933885-1 \ 10422-216 If selection by lot within a maturity is required, the Registrar shall designate the Notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Notes to be called has been reached. The Note may be registered as to principal and interest on the books of the Director of Finance and Budget in the name of the holder after which no transfer shall be valid until the making of an entry upon the books kept for the registration and transfer of ownership of the Note, and in no other way. Registrar shall maintain the books of the Issuer for the registration of ownership of the Note for the payment of principal of and interest on the Note as provided in the Resolution. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the Director of Finance and Budget, City of Dubuque, Iowa, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Note at the office of the Registrar, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Note, have been existent, had, done and performed as required by law. IN TESTIMONY WHEREOF, said City by its City Council has caused this Note to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of said City impressed hereon, and authenticated by the manual or facsimile signature of an authorized representative of the Registrar, the Director of Finance and Budget of the City of Dubuque, Iowa, all as of the 24`h day of September, 2021 Date of authentication:Scp}ember 9,doal I This is one of the Notes described in the within mentioned Resolution, as registered by the City Clerk DIRECTOR OF FINANCE AND BUDGET By:.. egistrar CITY OF DUB QUE, STATE OF IOWA By: May ATTEST: By: e011� City Clerk Registrar and Transfer Agent: Director of Finance and Budget Paying Agent: Director of Finance and Budget 01933885-1\10422-216 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within Note and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED ) IMPORTANT - READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon the face of the Certificate(s) or 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): Individual* Partnership Corporation Trust *If the Note is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act. 01933885-1 \ 10422-216 (State) REGISTERED No. R-1 REGISTERED $290,000 IntPYPCt Rate 0.00% UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF DUBUQUE CITY OF DUBUQUE, IOWA SEWER REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE SERIES 2021 Maturity Date September 24, 2024 Dated Date September 24, 2021 The City of Dubuque, Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, to IOWA FINANCE AUTHORITY or registered assigns, the principal sum of TWO HUNDRED NINETY THOUSAND DOLLARS in lawful money of the United States of America, at maturity on September 24, 2024, without interest (0%). Payment of this Note shall at all times conform to the rules of the Iowa Water Pollution Control Works Financing Program. Issuer pledges the Project Fund to which there has been appropriated the anticipated receipts of certain funds held or to be received by the Issuer as well as the proceeds of certain Capital Loan Notes to be issued. This Note is payable solely from said Project Fund. This Note is issued pursuant to an Interim Loan and Disbursement Agreement and the Resolution, duly adopted and under and in substantial compliance with the Constitution and statutes of the state of Iowa, including specifically Section 76.13 of the Code of Iowa, as amended, for the purpose of defraying part of the cost of acquiring the Project. For a complete statement of the revenues and funds from which, and the conditions, under which this Note is payable, a statement of conditions under which additional notes of equal standing may hereafter be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above described Resolution and Interim Loan and Disbursement Agreement. This Note is not payable in any manner by taxation and under no circumstances shall the City be in any manner liable by reason of the failure of said Project Fund to be sufficient for the payment hereof. The Note may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or from time to time in part, in order of maturity and within an annual maturity by lot. Notice of redemption shall be given by ordinary mail to the Original Purchaser (or any other registered owner of the Note). The terms of redemption shall be par, plus accrued interest to date of call. Failure to give such notice by mail to any registered owner or any defect therein shall not affect the validity of any proceedings for the redemption of the Note. The Note is also subject to mandatory redemption to the extent not fully drawn upon. 01933885-1 \ 10422-216 If selection by lot within a maturity is required, the Registrar shall designate the Notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Notes to be called has been reached. The Note may be registered as to principal and interest on the books of the Director of Finance and Budget in the name of the holder after which no transfer shall be valid until the making of an entry upon the books kept for the registration and transfer of ownership of the Note, and in no other way. Registrar shall maintain the books of the Issuer for the registration of ownership of the Note for the payment of principal of and interest on the Note as provided in the Resolution. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the Director of Finance and Budget, City of Dubuque, Iowa, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Note at the office of the Registrar, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Note, have been existent, had, done and performed as required by law. IN TESTIMONY WHEREOF, said City by its City Council has caused this Note to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of said City impressed hereon, and authenticated by the manual or facsimile signature of an authorized representative of the Registrar, the City Clerk of the City of Dubuque, Iowa, all as of the 24th day of September, 2021 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: Clerk CITY CLERK Registrar Registrar and Transfer Agent: City Clerk Paying Agent: City Clerk 01933885-1 \ 10422-216 Mayor ATTEST: By: City Clerk (SEAL) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within Note and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED ) IMPORTANT - READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon the face of the Certificate(s) or 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): Individual* Partnership Corporation Trust *If the Note is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act. 01933885-1 \ 10422-216 (State) TRANSCRIPT CERTIFICATE I, the undersigned, being first duly sworn, do hereby depose and certify that I am the duly appointed, qualified and acting Clerk of the City of Dubuque, Iowa, and that as such Clerk I have in my possession or have access to the complete corporate records of said Clerk and of its Council and officials, and that I have carefully compared the transcript hereto attached with the aforesaid corporate records and that said transcript hereto attached is a true and complete copy of all the corporate records in relation to the authorization, issuance and disposition of a $290,000 Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2021, of said City dated the date of delivery, and that said transcript hereto attached contains a true and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time, in relation to the authorization, issuance and disposition of said Note, and that said Council consists of a Mayor and six (6) Council Members, and that said offices were duly and lawfully filled by the individuals listed in the attached transcript as of the dates and times referred to therein. I further certify that said City is and throughout the period of said proceedings has been governed under the Mayor/Council form of municipal government authorized by Chapter 372 , Code of Iowa, under the provisions of its charter as recorded with the Secretary of State. I further certify that all meetings of the City Council of said City at which action was taken in connection with said Note were open to the public at all times in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and was duly given at least twenty-four hours prior to the commencement of the meeting by notification of the communications media having requested such notice and posted on a bulletin board or other prominent place designated for the purpose and easily accessible to the public at the principal office of the Council, all pursuant to the provisions and in accordance with the conditions of the local rules of the Council and Chapter 21, Code of Iowa. I further certify that no City officer or employee has any interest in the contract for the sale of the Note or any matter incidental thereto, according to my best knowledge and belief. WITNESS my hand and the seal of the City hereto attached this 9 rh Y da of .5ep}elnber , 2021, at Dubuque, Iowa. I City Clerk, City of Dubuque, State of Iowa -I- Finally, the below stated officers whose signatures appear hereafter are now the duly qualified and acting officials of the City, possessed of the offices as designated below, to -wit: Mayor Roy Buol (Original Signature) City Clerk Director of Finance and Budget STATE OF IOWA COUNTY OF DUBUQUE Adrienne Breitfelder oz' P ✓ V 6446� (Original Signature) Jennifer Larson (Origindf Signature) ) SS Subscribed and sworn to before me by Roy Buol, Adrienne Breitfelder and Jennifer Larson on this �}{`� day of 2021. Y �.ommis 310 Number 719986 Notary Public and for Dubuque County, ;My Commission Ex ires n q ty, z.4 Iowa (SEAL) 01933471-1\10422-216 -2- Ahlers & Cooney, P.C. (QIiiiiiii AHLERS COONEY Attorneys at Law 100 Court Avenue, Suite 600 A T T D R N E Y S Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com August 30, 2021 VIA EMAIL Ms. Jenny Larson Director of Finance & Budget City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 Kristin B. Cooper 515.246.0330 kcooper@ahlerslaw.com RE: Dubuque, Iowa - $290,000 Sewer Revenue Capital Loan Notes Anticipation Project Notes, Series 2021 (Interim Financing) (State of Iowa Revolving Fund Loan) Dear Jenny: We have prepared and are including with this letter suggested public hearing and issuance proceedings relating to the authorization of the above Notes. The public hearing proceedings are prepared to show as a first step the receipt of any oral or written objections from any resident or property owner to the proposed action of the Council to authorize the form of Loan and Disbursement Agreement and issue the Notes to the Iowa Finance Authority (the "Authority"). A summary of objections received or made, if any, should be attached to the proceedings. After all objections have been received and considered if the Council decides to enter into the Agreement and issue the Notes, a form of resolution follows that should be introduced and adopted, entitled "Resolution Instituting Proceedings to Take Additional Action." Section 384.83 of the Code of Iowa provides that any resident or property owner of the City may appeal the decision to take additional action to the District Court of a county in which any part of the City is located, within 15 days after such additional action is taken, but that the additional action is final and conclusive unless the court finds that the Council exceeded its authority. Please let us know as soon as possible if an appeal is filed by any resident or property owner. In the event the Council decides to abandon the proposal then the form of resolution included in said proceedings should not be adopted. We would suggest that, in this event, a motion merely be adopted to the effect that such proposal is abandoned. I am also enclosing issuance proceedings which include a resolution approving and authorizing the form of Interim Loan and Disbursement Agreement (planning and design loan) and authorizing the issuance of a Project Note to the Authority. The Interim Loan and 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 August 30, 2021 Page 2 Disbursement Agreement sets forth a number of covenants and agreements on the part of the City with respect to the repayment of the Loan. This Project Note is secured by the proceeds of the Sewer Revenue Capital Loan Notes the City will issue as the permanent financing for the Project. Along with the resolutions are the final closing certificates for the interim financing. The Transcript Certificate can be completed and dated as soon as final action has been taken. The Delivery Certificate should be executed but left undated. The Interim Loan and Disbursement Agreement should also be signed. An original form of Project Note R-1 is attached as well. The Project Note should be manually signed by the Mayor and Clerk on the lines indicated on page 2, the seal of the City should be impressed as indicated and the Director of Finance and Budget should manually execute as the Registrar where indicated. Please send electronic and hard copies of the documents. Upon receipt of all executed documents, we will coordinate with the Authority to close the interim loan. This will permit you to begin disbursements in accordance with the rules of the Authority. If any questions arise, please don't hesitate to call. Very truly yours, Ahlers & Cooney, P.C. Kristin Billingsley Cooper FOR THE FIRM KBC:seb Enclosures cc: Adrienne N. Breitfelder, City Clerk Trish Gleason, Assistant City Clerk Tionna Pooler, Independent Public Advisors, LLC 0193 3448-1 \ 10422-216 STATE OF IOWA SS: DUBUQUE COUNTY CERTIFICATE OF PUBLICATION I, Kathy Goetzinger, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph Herald, a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: 08/20/2021 and for which the charge is 39.45 Subscribed to before Jv a Notary Public in an f r Dubuque County, Iowa, this 20th day of August, 2021 KP Notary Pu 5 in and for Dubuque tounty, Iowa. JANTK.mPAPE WCa¢ilerimoub66un 6B8 Comm.EsPDEC11,2022My . Ad text : CITY OF DUBUQUE, IOWA OFFICIAL NOTICE NOTICE OF MEETING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA ON THE MATTER OF THE PROPOSED AUTHORIZATION OF A LOAN AND DISBURSEMENT AGREEMENT AND THE ISSUANCE OF NOT TO EXCEED $290,000 SEWER REVENUE CAPITAL LOAN NOTES, AND THE PUBLIC HEARING ON THE AUTHORIZATION AND ISSUANCE THEREOF PUBLIC NOTICE is hereby given that the Council of the City of Dubuque, Iowa, will hold a public hearing on the 7th day of September, 2021, at 6:30 o'clock P.M., in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, City of Dubuque, Iowa, at which meeting the Council proposes to take additional action for the authorization of a Loan and Disbursement Agreement by and between the City and the Iowa Finance Authority, and the issuance to the Iowa Finance Authority of not to exceed $290,000 Sewer Revenue Capital Loan Notes to evidence the obligations of the City under said Loan and Disbursement Agreement, in order to provide funds to pay the costs of acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer System, including for the High Strength Waste Receiving & Storage Project. The Notes will not constitute general obligations or be payable in any manner by taxation, but will be payable from and secured by the Net Revenues of the Municipal Sewer System. The proceeds of the Sewer Revenue Capital Loan Notes may be applied to pay project costs directly or to pay interim financing which the City will issue in anticipation of the future receipt of funds or Note proceeds applicable to the foregoing project and purpose. At the above meeting the Council shall receive oral or written objections from any resident or property owner of the City, to the above action. After all objections have been received and considered, the Council will at this meeting or at any adjournment thereof, take additional action for the authorization of said Loan and Disbursement Agreement and the issuance of Notes or will abandon the proposal to issue the Notes. This Notice is given by order of the Council of City of Dubuque, Iowa, as provided by Sections 384.24A and 384.83 of the City Code of Iowa, as amended. Dated this 20th day of August, 2021. Adrienne N. Breitfelder City Clerk, City of Dubuque, State of Iowa It 8/20