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Issuance of Not to Exceed $1,950,000, Sanitary Sewer Revenue Capital Loan Notes (State of Iowa - Water Quality Financing Program)_Hearing
City of Dubuque City Council Meeting Public Hearings # 04. Copyrighted May 2, 2022 ITEM TITLE: Proceedings for Public Hearing on the Issuance of Not to Exceed $1,950,000, Sanitary Sewer Revenue Capital Loan Notes (State of Iowa — Water Quality Financing Program) 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 $1,950,000 in Sanitary Sewer Revenue Capital Loan Notes, State of Iowa Water Quality Financing Program, the proceeds of which will be used to pay construction costs for the stabilization of approximately 3,000 feet of the City's 42-inch diameter sanitary sewer force main that runs along the main channel of the Mississippi River from Maus Lake to the south, 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 $1,950,000 Sewer Revenue Capital Loan Notes SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s) DISPOSITION: ATTACHMENTS: Description Type MVM Memo City Manager Memo Staff Memo Staff Memo Resolution Resolutions Bond Counsel Letter Supporting Documentation THE C DUUB-.'&-FE Masterpiece on the Mississippi TO: The Honorable Mayor and City Council Members Dubuque AII•Amerin City nwxnw�� Kw 2007-2012.2013 2017*2019 FROM: Michael C. Van Milligen, City Manager SUBJECT: Proceedings for Public Hearing on the Issuance of Not to Exceed $1,950,000, Sanitary Sewer Revenue Capital Loan Notes (State of Iowa — Water Quality Financing Program) DATE: April 25, 2022 Director of Finance and Budget Jennifer Larson is recommending City Council approval of the suggested proceedings for a public hearing on the issuance of not to exceed $1,950,000 in Sanitary Sewer Revenue Capital Loan Notes, State of Iowa Water Quality Financing Program, the proceeds of which will be used to pay construction costs for the stabilization of approximately 3,000 feet of the City's 42-inch diameter sanitary sewer force main that runs along the main channel of the Mississippi River from Maus Lake to the south. The project includes reconstruction of the river embankment so that there is adequate cover and protection from the river and debris floating along the reiver. It will also provide protection from river barges that travel up and down the river, sometimes tying off in areas where the existing force main is exposed. Water Quality Finance Program loans have a 2% loan initiation fee, 1 % interest rate, no loan servicing fee, and can be issued as revenue debt. In addition, Water Quality Finance Program loans do not require an environmental review because the program is state funded. The issuance of State of Iowa Water Quality Financing Program loans instead of State Revolving Fund Loans will save approximately $174,000 over the life of the debt in interest and loan serving fee costs. 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 City Council exceeded its authority. In the event an appeal is filed by any resident or property owner, please let us know as soon as possible In the event the City 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 concur with the recommendation and respectfully request Mayor and City Council approval. � k�41v4j'� Michael C. Van Milligen MCVM/jml Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Gus Psihoyos, City Engineer Deron Muehring, Civil Engineer THE C DUUB-.'&-FE Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manger Dubuque All-AmericaCity 2007-2012.2013 2017*2019 FROM: Jennifer Larson, Director of Finance and Budget SUBJECT: Proceedings for Public Hearing on the Issuance of Not to Exceed $1,950,000, Sanitary Sewer Revenue Capital Loan Notes (State of Iowa — Water Quality Financing Program) DATE: April 25, 2022 INTRODUCTION: The purpose of this memorandum is to provide suggested proceedings for a public hearing on the issuance of a not to exceed $1,950,000 Sanitary Sewer Revenue Capital Loan Notes, State of Iowa Water Quality Financing Program (WQFP). A letter from attorney Kristin Cooper detailing information on the public hearing is enclosed. DISCUSSION The State of Iowa Water Quality Financing Program was created in 2018 as a revolving fund to finance projects that improve water quality. Priority is given to projects that are collaborative efforts. Projects can address either point of source or nonpoint source water quality issues. Eligible applicants include municipalities, landowners, public utilities, rural water districts and industries that are required by the Nutrient Reduction Strategy to collect data and evaluate alternatives to reduce discharges of nitrogen and phosphorus. WQFP loans have a 2% loan initiation fee, 1 % interest rate, no loan servicing fee, and can be issued as revenue debt. In addition, WQFP loans do not require an environmental review because the program is state funded. The $1,950,000 in loan proceeds would be used to fund the stabilization of approximately 3,000 feet of the City's 42-inch diameter sanitary sewer force main that runs along the main channel of the Mississippi River from Maus Lake to the south. The City's 42-inch diameter sanitary sewer force main was constructed in 1977 with about 3,000 feet located along the banks along the Mississippi River. It carries approximately 80% of the City's daily average flows to the Water and Resource Recovery Center. Over the years, erosion of the banks of the Mississippi River have reduced the ground cover and protection to the point where the pipe is showing in a few places. Because the flow is under pressure, if the force main ruptured, it would result in the discharge of thousands of gallons of untreated wastewater directly into the Mississippi River. The work entails the reconstruction of the river embankment so that there is adequate cover and protection from the river and debris floating along the reiver. It will also provide protection from river barges that travel up and down the river, sometimes tying off in areas where the existing force main is exposed. The project will be done by the U.S. Army Corps of Engineers (USACE) through their Emergency Streambank Repair and Shoreline Protection program (Section 14 of the Flood Control Act of 1946). Through that program, USACE will design and construct the improvements. The USACE began the Planning Design Analysis (PDA) in FY21. The USACE covers the initial $100,000. Any cost above that amount is shared 5050. The City budgeted $100,000 in FY21 to cover its share of PDA costs. The City's share of construction cost will be 35% of the total cost and it is due to the USACE up front, prior to construction. The issuance of State of Iowa Water Quality Financing Program loans instead of State Revolving Fund Loans will save approximately $174,000 over the life of the debt in interest and loan serving fee costs. 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 City Council exceeded its authority. In the event an appeal is filed by any resident or property owner, please let us know as soon as possible In the event the City 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. The Resolution taking additional action also acknowledges and approves of the terms of the Iowa Water Quality Financing Loan Program. The terms of the loan being offered to the City are established primarily by reference to two external sources: the Authority's administrative rules governing the program and, to a lesser extent, by the terms of the bonds issued by the Authority to fund the City's loan. These loan terms are not negotiable by individual borrowers, and the City's decision to participate in the program effectively commits it to accept a loan on the stated terms. ACTION TO BE TAKEN I respectfully recommend the approval of the resolutions. Attachments cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Gus Psihoyos, City Engineer Deron Muehring, Civil Engineer ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA Not to Exceed $1,950,000 Sewer Revenue Capital Loan Notes (Water Quality Financing Program) 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- - 2 - May 2, 2022 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 Cavanagh, in the chair, and the following named Council Members: Farber, Jones, Resnick, Roussell, Sprank, Wethal __________________________________________________ Absent: ___________________________________________ * * * * * * * - 3 - 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 $1,950,000 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 those costs associated with force main stabilization improvements, 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, as amended. The Mayor then asked the Clerk whether any written objections had been filed by any City resident or property owner to the proposal. The City Clerk advised the Mayor and the City 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) - 4 - The City Council then considered the proposed action and the extent of objections thereto. Whereupon, Council Member Resnick 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 $1,950,000 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 _______________, 2022, at this place. Council Member Jones seconded the motion. The roll was called and the vote was, AYES: Jones, Farber, Resnick, Cavanagh, Wethal, Roussell, Sprank ___________________________________________ NAYS: ___________________________________________ Whereupon, the Mayor declared the measure duly adopted. RESOLUTION NO. 179-22 RESOLUTION INSTITUTING PROCEEDINGS TO TAKE ADDITIONAL ACTION FOR THE AUTHORIZATION OF A LOAN AND DISBURSEMENT AGREEMENT AND THE ISSUANCE OF NOT TO EXCEED $1,950,000 SEWER REVENUE CAPITAL LOAN NOTES WHEREAS, pursuant to notice published as required by law, this 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 $1,950,000 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 those costs associated with force main stabilization improvements, 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, STATE OF IOWA: Section 1. That this 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 $1,950,000 Sewer Revenue Capital Loan Notes for the foregoing purpose. Section 2. That this Council does hereby consent to the terms and conditions of the Water Quality Financing Loan Program, which terms and conditions and the disclosures provided with respect thereto are hereby acknowledged, accepted and approved. Section 3. That the Clerk, with the assistance of the City Attorney and 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 Water Quality Financing Loan Program, to select a suitable date for final 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. Section 4. This Resolution shall serve as a declaration of official intent under Treasury Regulation 1.150-2 and shall be maintained on file as a public record of such intent. It is reasonably expected that the sewer fund moneys may be advanced from time to time for capital expenditures which are to be paid from the proceeds of the above loan agreement. The amounts so advanced shall be reimbursed from the proceeds of the Loan Agreement not later than eighteen months after the initial payment of the capital expenditures or eighteen months after the property is placed in service. Such advancements shall not exceed the loan amount authorized in this Resolution unless the same are for preliminary expenditures or unless another declaration of intention is adopted. -5- PASSED AND APPROVED this 2"d day of May, 2022. ATTEST: a te' /� 4"" City Clerk Mayor 262 CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the Council hereto affixed this 1 rd day of 1r Ate, 2022. J9o✓ City Clerk, City of Dubuque, State of Iowa r �• r ,F � w • 1M / y �_I 02034373-1\10422-225 Ahlers & Cooney, P.C. AHLERS COONEY Attorneys at Law 100 Court Avenue, Suite 600 A T T O R N E Y S Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com April 19, 2022 VIA EMAIL Ms. Jenny Larson Budget Director City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 Kristin B. Cooper 515.246.0330 kcooper@ahlerslaw.com RE: Dubuque, Iowa - Not to Exceed $1,950,000 Sewer Revenue Capital Loan Notes (State of Iowa — Water Quality Financing Program) We have prepared and are including with this letter hearings for the public hearing scheduled on the above -mentioned loan. 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 City Council to authorize the form of Loan and Disbursement Agreement and issue the Notes to 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 City 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 City Council exceeded its authority. In the event an appeal is filed by any resident or property owner, please let us know as soon as possible In the event the City 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. The Resolution taking additional action also acknowledges and approves of the terms of the Iowa Water Quality Financing Loan Program. As you know, the terms of the loan being offered to the City are established primarily by reference to two external sources: the Authority's administrative rules governing the program and, to a lesser extent, by the terms of the bonds issued by the Authority to fund the City's loan. These loan terms are not negotiable by 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 April 19, 2022 Page 2 individual borrowers, and the City's decision to participate in the program effectively commits it to accept a loan on the stated terms. Should you have any questions concerning the enclosed proceedings or the Water Quality Financing Loan Program, please don't hesitate to contact me. Very truly yours, Ahlers & Cooney, P.C. Kristin Billingsley Cooper FOR THE FIRM KBC:seb Enclosures cc: Adrienne N. Breitfelder, City of Dubuque (via e-mail w/enc.) Trish Gleason, City of Dubuque (via e-mail w/enc.) Tionna Pooler, Independent Public Advisors (via e-mail w/enc.) Deron Muehring, City of Dubuque (via e-mail w/enc.) 02034375-1\10422-225 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: 04/22/2022 and for which the charge is 35.55 bscribed to before me, a Notary Pb li in and for Dubuque County, Iowa, this 25th day of April, 2022 Notary Pu U n and for Dubuque Cou ty, Iowa. JA.NET K. PAPE Commission Number 199559 I-e-t;7t jMyComm.Exp.DEC11,2022 Ad text : CITY OF DUBUQUE, IOWA OFFICIAL NOTICE NOTICE OF MEETING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA, ON THE MATTER OF THE PROPOSED AUTHORIZATION OF A LOAN AND DISBURSEMENT AGREEMENT AND THE ISSUANCE OF NOT TO EXCEED $1,950,000 SEWER REVENUE CAPITAL LOAN NOTES, AND THE HEARING ON THE ISSUANCE THEREOF PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, State of Iowa, will hold a public hearing on the 2nd day of May, 2022, at 6:30 P.M., in the Historic Federal Building, 350 West 6th Street, 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 $1,950,000 Sewer Revenue Capital Loan Notes, to evidence the obligations of the City under the said Loan and Disbursement Agreement, in order to provide funds to pay the costs of the acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer Utility, including those costs associated with force main stabilization improvements. 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 Utility. 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 the meeting or at any adjournment thereof, take additional action for the authorization of a Loan and Disbursement Agreement and the issuance of the Notes to evidence the obligation of the City thereunder or will abandon the proposal to issue said Notes. This notice is given by order of the City Council of the City of Dubuque, State of Iowa, as provided by Sections 384.24A and 384.83 of the Code of Iowa. Dated this 22nd day of April, 2022. Adrienne N. Breitfelder City Clerk, City of Dubuque, State of Iowa It 4/22 /lotAHLERS COONEY ATTO RN EYS September 12, 2023 VIA SHAREFILE Ms. Jenny Larson Director of Finance & Budget City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 Ahlers & Cooney, P.C. Attomeys at Law 100 Court Avenue, Suite 600 Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com Kristin B. Cooper 515.246.0330 kcooper@ahlerslaw.com RE: Dubuque, Iowa - $1,950,000 Taxable Sewer Revenue Capital Loan Notes, Series 2023A (Water Quality Finance Program) Dear Jenny: The above WQFP loan closed on June 2, 2023. For your tile, therefore, I am enclosing electronic copies of the following items: 1. Our firm's legal opinion; 2. Resolution Fixing Date; 3. Proof of Publication; 4. Public Hearing Proceedings; 5. Authorizing Resolution; 6. Loan and Disbursement Agreement; 7. Delivery Certificate; 8. Transcript Certificate; and 9. Specimen Note. Please call if you have any questions. We have appreciated and enjoyed the opportunity to work with you. If we can be of assistance in the future, please let us know. WISHARO & BAILY - 1898; GUERNSEY & BAILY- 1893; BAILY & STIPP - 1901; STIPP, PERRY, BANNISTER & STARZINGER -1914; BANNISTER, CARPENT$R, AHLERS & C04NEY- 1950; AHLERS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH- 1974; AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. -1990 September 12, 2023 Page 2 Very truly yours, Ahlers & Cooney, P.C. Kristin Billingsley Cooper FOR THE FIRM KBC:seb Enclosures cc: Adrienne N. Breitfelder, City of Dubuque (via e-mail w/enc.) Trish Gleason, City of Dubuque (via e-mail w/enc.) Deron Muehring, City of Dubuque (via e-mail w/enc.) 02253184-1110422-225 CERTIFIED TRANSCRIPT OF THE PROCEEDINGS OF THE CITY OF DUBUQUE, STATE OF IOWA, FOR THE ISSUANCE OF $1,950,000 TAXABLE SEWER REVENUE CAPITAL LOAN NOTES, SERIES 2023A, DATED: JUNE 2, 2023, Bearing interest at 1.00% per annum, payable on December 1, 2023 and semiannually on the 1 st day of June and December in each year thereafter. Last maturity date: June 1, 2043. This Note subject to option redemption at a price of par plus accrued interest on any interest payment date after the ten year anniversary of the Loan and Disbursement Agreement or in the event that all or substantially all of the Project is damaged or destroyed. PROCEEDINGS AND OPINION BY AHLER5 & COONEY, P.C. DES MOINES, IOWA 02253258-1\10422-225 Ahlers & Cooney, P.C. A H L E R S C O O N E Y Attorneys at Law 100 Court Avenue, Suite 600 A T T❑ R 1N E Y S Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com June 2, 2023 We hereby certify that we have examined a certified transcript of the proceedings of the City Council and acts of administrative officers of the City of Dubuque, Iowa (the "Issuer"), relating to the issuance of Taxable Sewer Revenue Capital Loan Note No. R-1, Series 2023A, by said Issuer, dated as of the date of delivery, in the aggregate principal amount of $1,950,000 (the "Note"). We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion as bond counsel. As to questions of fact material to our opinion, we have relied upon representations of the Issuer contained in the resolution authorizing the Loan and Disbursement Agreement and issuance of the Note (the "Resolution") and in the certified proceedings and other certifications of public officials fitmished to us, without undertaking to verify the same by independent investigation. Based on our examination and in reliance upon the certified proceedings and other certifications described above, we are of the opinion, under existing law, as follows: 1. The Issuer is duly created and validly existing as a body corporate and politic and political subdivision of the State of Iowa with the corporate power to adopt and perform the Resolution and Loan and Disbursement Agreement and issue the Note. 2. The Resolution and Loan and Disbursement Agreement have been duly adopted by the Issuer and constitute valid and binding obligations of the Issuer enforceable upon the Issuer. The Resolution creates a valid lien on the Net Revenues of the municipal sewer system pledged by the Resolution for the security of the Note. The lien of the Note ranks on a parity as to the pledge of Net Revenues with respect to other Outstanding Obligations and Additional Obligations, which may be issued upon conditions set forth in the Resolution. 3. The Note has been duly authorized, issued and delivered by the Issuer and is a valid and binding special obligation of the Issuer, payable solely from the sources provided therefor in the Resolution. 4. The interest on the Note is not excluded from gross income for federal income tax purposes under Section 103(a) of the Internal Revenue Code of 1986, as amended. THE HOLDERS OF THE NOTE SHOULD TREAT THE INTEREST THEREON AS SUBJECT TO FEDERAL INCOME TAXATION. We express no other opinion regarding any other federal or state income tax consequences caused by the receipt or accrual of interest on the Note. Wishard & Baily — 1888, Guernsey & Baily —1893, Baily & Stipp — 1901, Stipp, Perry, Bannister & Starzinger — 1914, Bannister, Carpenter, Ahlers & Cooney —1950, Ahlers, Cooney, Dorweiler, Allbee, Haynie & Smith — 1974. Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C. —1990 City of Dubuque, Iowa $1,950,000 Sewer Revenue Capital Loan Notes, Series 2023A June 2, 2023 We express no opinion regarding the accuracy, adequacy, or completeness of any offering material relating to the Notes. Further, we express no opinion regarding tax consequences arising with respect to the Notes other than as expressly set forth herein. The rights of the owners of the Notes and the enforceability of the Notes are limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally, and by equitable principles, whether considered at law or in equity. This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Respectfully submitted, 02046553-1110422-225 ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA Not to exceed $1,950,000 Sewer Revenue Capital Loan Notes (Water Quality Financing Program) Resolution fixing date for a meeting on the proposition to authorize a Loan and Disbursement Agreement and the issuance of Notes to evidence the obligations of the City thereunder. NOTICE MUST BE GIVEN PUgSUANT TQ IOWA CODE CHAPTER 21 MD JUE LOCAL RULES OF THE CITY April 18, 2022 The City Council of the City of Dubuque, State of Iowa, met in regular session, in the Historic Federal Building, 350 West 61h Street, Dubuque, Iowa, at 6:30 P.M., on the above date. There were present Mayor Cavanagh, in the chair, and the following named Council Members: Farber, Jones, Resnick, Roussell, Sprank, Wethal Absent: Vacant: Council Member Roussell introduced the following Resolution entitled "RESOLUTION FIXING DATE FOR A MEETING ON THE AUTHORIZATION OF A LOAN AND DISBURSEMENT AGREEMENT AND THE ISSUANCE OF NOT TO EXCEED $1,950,000 SEWER REVENUE CAPITAL LOAN NOTES OF THE CITY OF DUBUQUE, STATE OF IOWA, AND PROVIDING FOR PUBLICATION OF NOTICE THEREOF", and moved that the same be adopted. Council Member Sprank seconded the motion to adopt, The roll was called and the vote was, AYES: Sprank, Roussell, Jones, Wethal, Cavanagh, Resnick, Farber NAYS: Whereupon, the Mayor declared the resolution duly adopted as follows: RESOLUTION NO, 138-22 RESOLUTION FIXING DATE FOR A MEETING ON THE AUTHORIZATION OF A LOAN AND DISBURSEMENT AGREEMENT AND THE ISSUANCE OF NOT TO EXCEED $1,950,000 SEWER REVENUE CAPITAL LOAN NOTES OF THE CITY OF DUBUQUE, STATE OF IOWA, AND PROVIDING FOR PUBLICATION OF NOTICE THEREOF WHEREAS, it is deemed necessary and advisable that the City of Dubuque, State of Iowa, should provide for the authorization of a Loan and Disbursement Agreement and the issuance of Sewer Revenue Capital Loan Notes, to the amount of not to exceed $1,950,000, as authorized by Sections 384.24A and 384.83, of the Code of Iowa, for the purpose of providing funds to pay costs of carrying out project(s) as hereinafter described; and WHEREAS, the City has applied for a loan through the Iowa Water Quality Financing Program pursuant to which the Iowa Finance Authority has agreed to purchase the City's Notes and has requested that such Notes be issued as a single Note in a denomination equal to the total amount of the issue as authorized by Chapter 384 of the Code of Iowa; and WHEREAS, the Loan and Disbursement Agreement and Notes shall be payable solely and only out of the Net Revenues of the Municipal Sewer Utility and shall be a first lien on the future Net Revenues of the Utility; and shall not be general obligations of the City or payable in any manner by taxation and the City shall be in no manner liable by reason of the failure of the Net Revenues to be sufficient for the payment of the Loan and Disbursement Agreement and Notes; and .2. WHEREAS, before the Loan and Disbursement Agreement and Notes may be issued, it is necessary to comply with the provisions of the Code, and to publish a notice of the proposal to issue such notes and of the time and place of the meeting at which the Council proposes to take action for the authorization of the Loan and Disbursement Agreement and Notes and to receive oral and/or written objections from any resident or property owner of the City to such action. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: Section 1. That this Council meet in the Historic Federal Building 350 West 6th Street, Dubuque, Iowa, at 6:30 P.M., on the 2nd day of May, 2022, for the purpose of taking action on the matter of the authorization of a Loan and Disbursement Agreement and the issuance of not to exceed $1,950,000 Sewer Revenue Capital Loan Notes, the proceeds of which notes will be used to provide funds to pay the costs of the acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer Utility, including those costs associated with force main stabilization improvements. Section 2. That the Clerk is hereby directed to cause at least one publication to be made of a notice of the meeting, in a legal newspaper, printed wholly in the English language, published at least once weekly, and having general circulation in the City. The publication to be not less than four clear days nor more than twenty days before the date of the public meeting on the issuance of the Notes. Section 3. The notice of the proposed action to issue notes shall be in substantially the following form: -3- (To be published between April 12, 2022 and April 27, 2022) NOTICE OF MEETING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA, ON THE MATTER OF THE PROPOSED AUTHORIZATION OF A LOAN AND DISBURSEMENT AGREEMENT AND THE ISSUANCE OF NOT TO EXCEED $1,950,000 SEWER REVENUE CAPITAL LOAN NOTES, AND THE HEARING ON THE ISSUANCE THEREOF PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, State of Iowa, will hold a public hearing on the2"d day of May, 2022, at _ .M., in the Historic Federal Building, 350 West Gth Street, 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 $1,950,000 Sewer Revenue Capital Loan Notes, to evidence the obligations of the City under the said Loan and Disbursement Agreement, in order to provide funds to pay the costs of the acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer Utility, including those costs associated with force main stabilization improvements, 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 Utility. 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 the meeting or at any adjournment thereof, take additional action for the authorization of a Loan and Disbursement Agreement and the issuance of the Notes to evidence the obligation of the City thereunder or will abandon the proposal to issue said Notes. This notice is given by order of the City Council of the City of Dubuque, State of Iowa, as provided by Sections 384.24A and 384.83 of the Code of Iowa. Dated this day of 2022. City Clerk, City of Dubuque, State of Iowa (End of Notice) -4- PASSED AND APPROVED this 1S"' day of April, 2022, Mayor/r ATTEST: City Clerk -5- CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held hi accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the (late 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 tine individuals named therein as officers to their respective positions. r; l WITNESS my hand and the seal of the Council hereto affixed this t day of (f o, 2022. t City Clerk, City of Dubuque, State of Iowa tfP el ff Se bM I CERTIFICATE STATE OF IOWA ) )SS COUNTY OF DUBUQUE ) I, the undersigned, do hereby certify that lam now and was at the times hereinafter mentioned, the duly qualified and acting Clerk of the City of Dubuque, in the County of Dubuque, State of Iowa, and that as such Cleric and by fill authority from the Council of the City, I have caused a NOTICE OF PUBLIC HEARING (Not to Exceed $1,950,000 Sewer Revenue Capital Loan Notes) of which the clipping annexed to the publisher's affidavit hereto attached is in words and figures a correct and complete copy, to be published as required by law in the Telegraph Herald, a legal newspaper published at least once weekly, printed wholly in the English language, published regularly and mailed through the post office of current entry for more than two years and which has had for more than two years a bona fide paid circulation recognized by the postal laws of the United States, and has a general circulation in the City, and that the Notice was published in all of the issues thereofpublished and circulated on the following date: Apr -. 1 2 r 2022. WITNESS my official signature this _ 4 nd clay of — ` a — 2022. 'P" �,Az City Clerk, City of Dubuque, State of Iowa 02034345-1110422.225 STATE OF IOWA SS: DUBUQUE COUNTY CVRTIFICATE OF PUBLICATION I, Kathy Goetainger, 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 Dubugtte and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: 04/22/2022 and for which the charge Is 35.55 Sbbsorlbdd to before me, a Notary ib,�id in and tar Dubuque County, Iowa, this 25th day of April, 2022 .. Not4Pul and for Dubuque Comity, Iowa. rfi JNCTAPE rr, Commissio nN Number 199859 My Comm,Exp. DEC it, 2022 Ad text; CITY OF DUBUQUE, IOWA OFFICIAL NOTICE NOTICE OF MEETING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA, ON THE MATTER OF THE PROPOSED AUTHORIZATION OF A LOAN AND DISBURSEMENT AGREEMENT AND THE ISSUANCE OF NOT TO EXCEED $1,950,000 SEWER REVENUE CAPITAL LOAN NOTES, AND THE HEARING ON THE ISSUANCE THEREOF PUBLIC NOTICE is hereby given that the City Council of the — -City of -Dubuque, -State -of Iowa, will -hold a -public hearing -on— — — --- -- -- — -- the 2nd day of May, 2022, at 6:30 P.M., in the Historic Federal Building, 350 West 6th Street, 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 $1,950,000 Sewer Revenue Capital Loan Notes, to evidence the obligations of the City under the said Loan and Disbursement Agreement, in order to provide funds to pay the costs of the acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer Utility, including those costs associated with force main stabilization improvements. 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 Utility. 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 the meeting or at any adjourmnet thereof, take additional action for the authorization of a Loan and Disbursement Agreement and the issuance of the Notes to evidence the obligation of the City thereunder or will abandon the proposal to issue said Notes. This notice is giver) by order of the City Council of the City of Dubuque, Stale of Iowa, as provided by Sections 384.24A and 384.83 of the Cade of Iowa. Dated this 22nd day of April, 2022, Adrienne N. Breitfelder City Clerk, City of Dubuque, State of Iowa It 4/22 ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IO'WA Not to Exceed $1,950,000 Sewer Revenue Capital Loan Notes (Water Quality Financing Program) 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. -I- May 2, 2022 The City Council of the City of Dubuque, State of Iowa, met in regular session, in the Historic Federal Building, 350 West 61h Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the above date, There were present Mayor Cavanagh, in the chair, and the following named Council Members: Farber, Jones, Resnick, Roussell, Sprank, Wethal 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 $1,950,000 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 those costs associated with force main stabilization improvements, 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, as amended. The Mayor then asked the Clerk whether any written objections had been filed by any City resident or property owner to the proposal. The City Clerk advised the Mayor and the City 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 Resnick introduced and delivered to the Clerk the Resolution hereinafter set out entitled "RESOLUTION INSTITUTING PROCEEDINGS TO TAICE-ADDITIONAL ACTION -FOR THE AUTHORIZATION OF A LOAN AND DISBURSEMENT AGREEMENT AND THE ISSUANCE OF NOT TO EXCEED $1,950,000 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 hold at o'clock .M. on the day of2022, at this place. Council Member Jones seconded the motion, The roll was called and the vote was, AYES: Jones, Farber, Resnick, Cavanagh, Wethal, Roussel], Sprank NAYS: Whereupon, the Mayor declared the measure duly adopted. RESOLUTION NO. 179-22 RESOLUTION INSTITUTING PROCEEDINGS TO TAKE ADDITIONAL ACTION FOR THE AUTHORIZATION OF A LOAN AND DISBURSEMENT AGREEMENT AND THE ISSUANCE OF NOT TO EXCEED $1,950,000 SEWER REVENUE CAPITAL LOAN NOTES WHEREAS, pursuant to notice published as required by law, this 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 $1,950,000 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 those costs associated with force main stabilization improvements, and has considered the extent of objections received from residents or property owners as to said -4- proposal and, accordingly the following action is now considered to be in the best interests of tie City and residents thereof: NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: Section 1. That this 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 $1,950,000 Sewer Revenue Capital Loan Notes for the foregoing purpose. Section 2, That this Council does hereby consent to the terms and conditions of the Water Quality Financing Loan Program, which terms and conditions and the disclosures provided with respect thereto are hereby acknowledged, accepted and approved. Section 3. That the Clerk, with the assistance of the City Attorney and 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 Water Quality Financing Loan Program, to select a suitable date for final 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, Section 4. This Resolution shall serve as a declaration of official intent binder Treasury Regulation 1,150-2 and shall be maintained on file as a public record of such intent. It is reasonably expected that the sewer fund moneys may be advanced from time to time for capital expenditures which are to be paid from the proceeds of the above loan agreement. The amounts so advanced shall be reimbursed from the proceeds of the Loan Agreement not later than eighteen months after the initial payment of the capital expenditures or eighteen months after the property is placed in service. Such advancements shall not exceed the loan amount authorized in this Resolution unless the same are for preliminary expenditures or unless another declaration of intention is adopted. -5- PASSED AND APPROVED this 2n' clay oPMay, 2022. ._Mayor -- ATTEST: City Clerk CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) I, the undersigned City Clerk of the City of Dubuque, State of low I, do hereby certify that attached is a true and complete copy of the portion of the records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in fall farce 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 propose at the principal office of the Council pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media tit 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 seat of the Council hereto affixed thisr,d. �_�_ _ day of a, , 2022. City Clerk, City of Dubuque, State of Iowa ,,aiHarteuvspi 02034373-n10422-215 LOAN AND DISBURSEMENT AGREEMENT $1,950,000 TAXABLE SEWER REVENUE CAPITAL LOAN NOTES, SERIES 2023A This Loan and Disbursement Agreement (the "Agreement") is made and entered into as of June 2, 2023 by and between the City of Dubuque, Iowa (the "Participant") and the Iowa Finance Authority,, arragency and public—i-n—strumentality of the State of Iowa (fhe "Authority"). - WHEREAS, the Authority, in cooperation with the Iowa Department of Natural Resources and the Iowa Department of Agriculture and Land Stewardship, Division of Soil Conservation and Water Quality (together, the "Department"), is authorized to undertake the creation, administration and financing of the Water Quality Financing Program (the "Program") established in the Code of Iowa, Sections 16.134, 16.134A, and 16.151 through 16.154 (the "Act"), including, among other things, providing financial assistance to enhance water quality in furtherance of the purposes of the Program; and WHEREAS, the Participant desires to participate in the Program as a means of financing all or part of a water quality improvement project to enhance the quality of surface water and groundwater for the benefit of the Participant and its residents; and WHEREAS, to assist in financing the Project (defined herein), the Authority desires to make a loan to the Participant from the Water Quality Financial Assistance Fund established pursuant to the Act in the amount set forth in Section 2 hereof; NOW, THEREFORE, the parties agree as follows: Section 1. Definitions. In addition to other definitions set forth herein, the following terms as used in this Agreement shall, unless the context clearly requires otherwise, have the following meanings: (a) "Costs" means all costs, charges, expenses, or other indebtedness incurred by Participant and determined by the Authority as reasonable and necessary for carrying out all works and undertakings necessary or incidental to the accomplishment of the Project. (b) "Project" means the improvements, structures, developments, tasks actions, constructions, modifications, operations or practices designed to improve water quality being undertaken by the Participant and approved by the Authority, as more fully described in the Resolution. "Project" shall include but not be limited to the following: 1. hi the context of water pollution control facilities, the acquisition, construction, reconstruction, extension, equipping, improvement, or rehabilitation of any works and facilities useful for the collection, treatment, and disposal of sewage and industrial waste in a sanitary manner, including treatment works as defined in Section 212 of the federal Clean Water Act, or the implementation and development of management programs established under Sections 319 and 320 of the federal Clean Water Act, including construction and undertaking of nonpoint 1 source water pollution control projects and related development activities authorized under those sections. 2. In the context of drinking water facilities, the acquisition, construction, reconstruction, extending, remodeling, improving, repairing, or equipping of waterworks, water mains, extensions, or treatment facilities useful for providing potable water to residents served by a water system, including the acquisition of real property needed for any of the foregoing purposes, and such other purposes and programs as may be authorized under the federal Safe Drinking Water Act. 3. A project, operation, or practice undertaken or carried out to address watershed protection, flood prevention, or water quality improvement. 4. A project meeting the requirements of a water resource restoration sponsor project under Iowa Code Section 455B.199, (c) "Regulations" means the administrative rules of the Authority relating to the Program set forth in Title 265, Chapter 46 of the Iowa Administrative Code. (d) "Resolution" means the resolution of the governing body of the Participant providing for the authorization and issuance of the Revenue Bond (as defined herein), attached hereto as Exhibit B, adopted on February 6, 2023 approving and authorizing the execution of this Agreement and the issuance of the Revenue Bond. (e) "Revenue Bond" means a duly authorized and issued sewer revenue bond or capital loan note of the Participant. (f) "State" means the State of Iowa.. (g) "Water System" means the wastewater treatment system of the Participant, all facilities being used in conjunction therewith and all appurtenances and extensions thereto, including but not limited to the wastewater treatment facilities which the Participant is financing pursuant to the Project under this Agreement. Section 2. Loiuv. Purchase of Revenue Bond, The Authority agrees to purchase the Revenue Bond in order to make a loan to the Participant, and will disburse proceeds as set forth herein. The Participant agrees to borrow and accept from the Authority, a loan in the principal amount of $1,950,000 (the "Loan"). The Participant shall use the proceeds of the Loan strictly (a) to finance a portion of the Costs of the Project and (b), where applicable, to reimburse the Participant for a portion of the Costs of the Project, which portion was paid or incurred in anticipation of reimbursement through the Program and which is eligible for such reimbursement under and pursuant to the Regulations and the Act. Section 3. Prolcet Requirements, The Participant agrees that the Project shall comply with the following requirements: 2 a. The Participant will be responsible for obtaining all necessary permits. b. All eligible Costs of the Project will be documented by the Participant to the satisfaction of the Authority before Loan proceeds maybe disbursed. C. The Participant will maintain records that document all Costs associated — -- --- with the Project -and will -provide access -to -these -records to the -Authority upon Authority's request. Such records and documents shall be retained by the Participant for inspection and audit purposes for a period of three (3) years from the date of final disbursement of proceeds of the Loan. d. The Participant will provide the Authority and the Department or their . agents access to the Project site at all times during the construction process to verify that the Loan proceeds are being used for the purpose intended and that the construction work meets applicable State and federal requirements. C. Only the part of the Project that has a water quality protection or improvement component may be funded. Section 4. Disbur quents, Proceeds of the Loan shall be made available to the Participant in the form of one or more periodic disbursements as provided in this Section. The Authority thereafter shall make disbursements of a portion of the Loan for payment of costs of the Project upon receipt of the following: (a) a completed payment request on a form acceptable to and available from the Authority; (b) current construction payment estimates; (c) engineering service statements; (d) purchase orders or invoices for items not included within other contracts; and (e) evidence that the Costs for which the disbursement is requested have been incurred. Solely with respect to the request for the final disbursement of proceeds of the Loan, the Participant shall submit to the Authority (via the Department), in addition to items (a) through (e) above, a certification of completion and acceptance of the Project by the Participant or evidence of an acceptable settlement if the Project is subject to a dispute between the Participant and any contractor. Disbursements shall be made in a timely fashion following the receipt of the information as set forth above. Unless otherwise agreed to in writing by the Authority, funds shall be payable to the Participant via automated clearinghouse system transfer to the account specified by the Participant. Section 5. Completion of Proiect, The Participant covenants and agrees (i) to exercise its best efforts in accordance with prudent water system practices to complete the Project; and (ii) to provide from its own fiscal resources all monies, in excess of the total amount of Loan proceeds it receives under the Agreement, required to complete the Project. Section 6. _RepaytpSt of l usn Issuance of Rovenito Bondi, The Participant's obligation to repay the Loan and interest thereon shall be evidenced by the Revenue Bond in the principal amount of the Loan, complying in all material respects with the Regulations and bating in substantially the form set forth in the Resolution, which Resolution is attached hereto as Exhibit B. The Revenue Bond shall be delivered to the Authority as the original purchaser and registered holder thereof at the closing of the Loan. The Revenue Bond shall be accompanied by a legal opinion of counsel to the Participant as to enforceability, in form satisfactory to the Authority. The parties agree that a payment of principal of or interest on the Revenue Bond shall be deemed to be a payment of the same on the Loan and a payment of principal of or interest on the Loan shall be deemed to be a payment of the same on the Revenue Bond. Unless otherwise agreed to in writing by the Authority, all payments of principal and interest due under the Loan shall be made via automated clearinghouse transfer, from an account specified by the Participant. The Revenue Bond shall be dated the date of delivery to the Authority, with interest payable semiannually on June 1 and December 1 of each year (unless the resolution authorizing a previous series of outstanding bonds on a parity with the Revenue Bond requires interest to be paid on other interest payment dates, in which case such other dates shall apply) from the date of each disbursement of a part of the Loan from the Authority to the Participant (which are initially expected to be on approximately the dates set forth on Exhibit A attached hereto and incorporated herein). The first repayment of principal of the Loan shall be due and payable not later than one year after substantial completion of the Project and payments of principal, interest and the Servicing Fee shall continue thereafter until the Loan is paid in full. Following the final disbursement of Loan proceeds to the Participant, Exhibit A shall be adjusted by the Authority, with the approval of the Participant, based upon actual disbursements to the Participant under the Agreement. Such revised Exhibit A thereafter shall be deemed to be incorporated herein by reference and made a part hereof and shall supersede and replace that initially attached hereto and to the Revenue Bond. The Revenue Bond shall be subject to optional redemption by the Participant at a price of par plus accrued interest (i) on any date upon receipt of written consent by the Authority, or (ii) in the event that all or substantially all of the Project is damaged or destroyed. Any such optional redemption of the Revenue Bond by the Participant may be made from any funds regardless of source, in whole or from time to time in part, upon not less than thirty (30) days' notice of redemption by e-mail, facsimile, certified or registered mail to the Authority (or any other registered owner of the Revenue Bond). The Revenue Bond is also subject to mandatory redemption in the event the costs of the Project are less than initially projected, in which case the amount of the Loan shall be reduced to an amount equal to the actual Project costs disbursed. The Participant and the Authority agree that following such adjustment, the principal amount due under the Revenue Bond shall be automatically reduced to equal the principal amount of the adjusted Loan. 0 The Revenue Bond and the interest thereon and any additional obligations as may be hereafter issued and outstanding ftom time to time under the conditions set forth in the Resolution shall be payable solely and only from the Net Revenues (as defined in the Resolution) of the Water System of the Participant, a sufficient portion of which has been and shall be ordered set aside and pledged for such purpose under the provisions of the Resolution. Neither this Agreement nor the Revenue Bond is a general obligation of the Participant, and under no circumstance -shall -the Participant be -in any -manner- liable by -reason of -the -failure -of -the aforesaid Net Revenues to be sufficient to pay the Revenue Bond and the interest thereon or to otherwise discharge the Participant's obligation hereunder. Section 7. Interest Rate. and Origination Fee, (a) The Participant agrees to pay to the Authority, as additional consideration for the Loan, an origination fee (the "Origination Fee") equal to two percent (2%) of the amount of the Loan (but not to exceed $100,000.00) ($39,000), which shall be due and payable on the date of this Agreement. Unless the Authority shall be otherwise notified by the Participant that the Participant intends to pay such Origination Fee from other fiords, and has received such other funds from the Participant on the date hereof, the Authority shall be authorized to deduct the fall amount of the Origination Fee from the proceeds of the Loan being made hereunder, and such deduction by the Authority shall be deemed to be an expenditure by the Participant of the Loan proceeds. (b) The Loan shall bear interest at 1.00% per annum (the "Interest Rate?). The term of the Loan shall be twenty (20) years. Section 8. Con, pIlium with Ap licable Laws Performance Under Loan Agreement; Rates. The Participant covenants and agrees (i) to comply with all applicable State aid federal laws, rules and regulations (including but not limited to the Act and the Regulations), judicial decisions, and executive orders in the performance of the Agreement and in the financing, construction, operation, maintenance and use of the Project and the Water System; (ii) to maintain its Water System in good repair, working order and operating condition; (iii) to cooperate with the Authority in the observance and performance of its respective duties, covenants, obligations and agreements under the Agreement; (iv) to comply with all terms and conditions of the Resolution; and (v) to establish, levy and collect rents, rates and other charges for the products and services provided by its Water System, which rents, rates and other charges shall be at least sufficient (A) to meet the operation and maintenance expenses of such Water System, (B) to produce and maintain Net Revenues at a level not less than 110% of the amount of principal and interest on the Revenue Bond and any other subordinate obligations secured by a pledge of the Net Revenues falling due in the same year, (C) to comply with all covenants pertaining thereto contained in, and all other provisions of, any bond resolution, trust indenture or other security agreement, if any, relating to any bonds or other evidences of indebtedness issued or to be issued by the Participant, (D) to pay the debt service requirements on any bonds, notes or other evidences of indebtedness, whether now outstanding or incurred in the future, secured by such revenues or other receipts and issued to finance improvements to the Water System and to make any other payments required by the laws of the State, (E) to generate funds sufficient to fulfill the terns of all other contracts and agreements made by the Participant, including, without limitation, the Agreement and the Revenue Bond and (F) to pay all other amounts payable from or constituting a lien or charge on the Net Revenues of its Water System. The foregoing notwithstanding, any other obligations secured by a pledge of Net Revenues of the E Water System shall be subordinate to the lien on Net Revenues pledged to the repayment of the Revenue Bond. Section 9, Insurance,,Audits, M8tausal of Pro ertV. The Participant covenants and agrees (a) to maintain insurance on, or to self -insure, the insurable portions of the Water System of a kind and in an amount which normally would be carried by private companies engaged in a similar type of business, (b) to keep proper books and accounts adapted to the Water System, showing the complete and correct entry of all transactions relating thereto, and to cause said books and accounts to be audited or examined by an independent auditor or the State Auditor (i) at such times and for such periods as may be required by the federal Single Audit Act of 1984, OMB Circular A-133 or State law, and (ii) at such other times and for such other periods as may be requested at any time and from time to time by the Authority (which requests may require an audit to be performed for a period that would not otherwise be required to be audited under State law), and (c) unless the Participant has received a waiver and consent from the Authority, it shall not sell, lease or in any manner dispose of the Water System, or any capital part thereof, including any and all extensions and additions which may be made thereto, until the Revenue Bond shall have been paid in full or otherwise discharged as provided in the Resolution; provided, however, that the Participant may dispose of any property which in the judgment of its governing body is no longer useful or profitable to use in connection with the operation of the Water System or essential to the continued operation thereof. Section 10, Maintenance of Documents-, Access. The Participant agrees to maintain its Project accounts in accordance with generally accepted accounting principles ("GAAP") as issued by the Governmental Accounting Standards Board, including GAAP requirements relating to the reporting of infrastructure assets. The Participant agrees to permit the Authority or its duly authorized representative access to all files and documents relating to the Project for purposes of conducting audits and reviews in accordance with any of the Regulations. Section 11. events of l7efault. If any one or more of the following events occur, it is hereby defined as and declared to constitute an "Event of Default" under this Agreement: (a) Failure by the Participant to pay, or cause to be paid, any Loan repayment required to be paid under this Agreement when due, which failure shall continue for a period of fifteen (15) days, (b) Failure by the Participant to make, or cause to be made, any required payments of principal, redemption premium, if any, and interest on any bonds, notes or other obligations of the Participant (other than the Loan and the Revenue Bond), the payment of which are secured by the Not Revenues of the Water System. (o) Failure by the Participant to observe and perform any duty; covenant, obligation or agreement on its part to be observed or performed under the Agreement or the Resolution, other than the obligation to make Loan repayments, which failure shall continue for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, is given to the Participant by the Authority, unless the Authority shall agree in writing to an extension of such time prior to its expiration or the failure stated in such notice is correctable but cannot be corrected in the applicable period, in which case the Authority may not unreasonably withhold its consent to an extension of such time up to one hundred twenty (120) days from the delivery of the written notice referred to above if corrective action is commenced by the Participant within the applicable period and diligently pursued until the Event of Default is corrected. (d) Failure of the Participant to implement the approved Project or comply with the applicable requirements of the Act and the Regulations. Section 12. Remedies on Default. Whenever an Event of Default shall have occurred and be continuing, the Authority shall have the right to take any action authorized under the Regulations, the Revenue Bond or this Agreement and to take whatever other action at law or equity may appear necessary or desirable to collect the amounts then due and thereafter to become due under the Agreement or to enforce the performance and observance of any duty, covenant, obligation or agreement of the Participant under the Agreement or the Resolution. Section 13. Amendments. This Agreement may not be amended, supplemented or modified except by a writing executed by all of the parties hereto. Section 14. Termination. The Participant understands and agrees that the Loan may be terminated at the option of the Authority if construction of the Project has not commenced within one year of the date of execution of this Agreement, all as set forth in the Regulations. Section 15. Rule of Construction. This Agreement is executed pursuant to the provisions of the Act and shall be read and construed as conforming to all provisions and requirements of that statute. In the event of any inconsistency or conflict between the terms and conditions of the Revenue Bond and this Agreement or the Regulations, the parties acknowledge and agree that the terms of this Agreement or the Regulations, as the case may be, shall take precedence over any such terms of the Revenue Bond and shall be controlling, and that the payment of principal and interest on the Loan shall at all times conform to the schedule set forth on Exhibit A, as adjusted, and the Regulations. Section 16. Federal Raguurenients. The Participant agrees to comply with all applicable federal requirements including, but not limited to, Davis -Bacon wage requirements and the requirements relating to the use of American iron and steel products. Section 17. Application of Uniform )',atonic Transactions Act. The Authority and the Participant 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 IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written. Attest: Its: C.;v Cleik CITY OF DUBUQUE, IOWA lows Fixt, wome �P.--m 41 [Participant Signature Page to LDA] IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first above written. IOWA FINANCE AUTHORITY By: �..4. Its: Chief Band P grams Director [IFA Signature Page to LDA] EXHIBIT A ESTIMATED DISBURSEMENTS AND DEBT SERVICE REPAYMENT SCHEDULE Loan Closing Date Final Disbursement Date Final Maturity Date Loan Period in Years Total Loaned Amount 0.5% Initiation Fee Net Proceeds to Borrower Annual Interest Rate Total Interest Servicing Fee Rate Total Servicing Fees Total Loan Costs Estimated Amortization Schedule City of Dubuque Sewer Revenue Bond (WQFP) y Estimated Draw Schedule Jun 2, 2023 Initiation Fee - Jun 2, 2023 39.000.00 op 27, 2024 - Jun 1, 2043 Estimated Draw #I- Jun 2, 2023 342,650.00 20 Estimated Draw #2- Nov 3, 2023 1,568,350.00 1 $ 1,950,000.00 1 $ 1,911,000.00 1.00% $ 204,767.48 0.00% $ 243,767.48 Total Loaned Amount Payment Beginning Servicing Total Loan Total Annual Debt Ending Date Balance Principal Interest Fee Payment Service Balance Dec 1, 2023 381.650.00 1,897.65 0.00 1,897.65 381,650.00 Jun 1, 2024 1,950,000.00 88,000.00 10,969.83 0.00 98,969.83 100.867.48 1,862,000.00 Dec 1, 2024 1,862,000,00 9,310.00 0.00 9,310.00 ..... .... . 1,862,000.00 Jun 1, 2025 1,862,000.00 89,000,00 9,310.00 0.00 98,310.00 107.620.00 1,773,000.00 Dec 1, 2025 1,773,000.00 8,865.00 0.00 8.866.00 1,773,000.00 Jun 1, 2026 1,773,000.00 90,000,00 8.865.00 0.00 98,865.00 107,730.00 1,683,000.00 Dec 1, 2026 1,683,000.00 8,416.00 0.00 8,415,00 1,683,000.00 Jun 1, 2027 1,683,000.00 91,000.00 8.415.00 0.00 99,415.00 107,830.00 1.592,000,00 Dec 1, 2027 1,592,000.00 7,960.00 0.00 7,960.00 1,592,000.00 Jun 1, 2028 1,592,000.00 92,000.00 7,960.00 0.00 99,960.00 107,920.00 1,500,000.00 Dec 1, 2028 1,500,000.00 7,500.00 0.00 7,500.00 1,500,000.00 Jun 1, 2029 1,500,000.00 93,000.00 7.500.00 0.00 10D,500.00 108,000.00 1,407,000.00 Dec 1, 2029 1.407,000,00 7.035.00 0.00 7,035.00 1.407.000.00 Jun 1. 2030 1,407,000.00 94,000.00 7.035.00 0,00 101,035.00 108,070.00 1,313,000.00 Dec 1, 2030 1,313,000.00 6,565.00 0.00 6,565,00 1,313,000.00 Jun 1, 2031 1,313,000.00 95,000.00 6.565.00 0.00 101,565.00 108,130.00 1,218,000.00 Dec 1, 2031 1,218,000.00 6,090,00 0,00 6,090,00 1,218,000.00 Jun 1, 2032 1,218,000,00 96,000.00 6,090.00 0.00 102,090.00 108,180.00 1,122,000,00 Dec 1, 2032 1,122,000.00 5,610.00 0.00 5,610,00 1,122,000.00 Jun 1, 2033 1,122,000.00 97,000.00 5,610.00 0.00 102,610.00 108,220.00 1,025,000.00 Dec 1, 2033 1,025,000.00 5,125.00 0.00 5,125,00 1,025,000.00 Jun 1, 2034 1,025,000.00 98,000.00 5.125.00 0.00 103,125,00 108,250.00 927,000.00 Dec 1, 2034 927.000.00 4,635.00 0.00 4,635.00 927,000.00 Jun 1, 2035 927,000.00 99,000.00 4.635.00 0.00 103,635.00 108,270.00 828,000.00 Dec 1, 2035 828,000.00 4.140.00 (1.00 4,140,00 828,000.00 Jun 1, 2036 828,000.00 100,000.00 4.140.00 0.00 104,140.00 108,280.00 728,000.00 Dec 1, 2036 728,000.00 3.640.00 0.00 3,640.00 728,000.00 Jun 1, 2037 728.000,00 101,000.00 3,640.00 0.00 104,640.00 108,280,00 627,000.00 Dec 1, 2037 627,000,00 3.135.00 0.00 3,135.01) 627,000,00 Jun 1, 2038 627,000.00 102,000.00 3,135.00 0.00 105,135,00 108,270.00 525,000.00 Dec 1, 2038 525,000.00 2.625.00 0.00 2,625.00 525,000.00 Jun 1, 2039 525,000.00 103,000.00 2.625.00 0.00 105,625.00 108,250.00 422.000.00 Dec 1, 2039 422,000,00 2,110.00 0.00 2,110A0 422.000.00 Jun 1, 2040 422,000.00 104,000.00 2,110.00 0.00 106,110.00 106,220.00 318,000.00 Dec 1, 2040 318,000.00 1.590.00 0.00 1,590.01) 318.000.00 Jun 1, 2041 318.000.00 105,000.00 1.590.00 0.00 106,590,00 108,180.00 213.000.00 Dec 1, 2041 213,000.00 1,065.00 0.00 1,065.00 213,0130.00 Jun 1, 2042 213,000.00 106.000.00 1.065.00 0.00 107,065.00 108.130.00 107,000.00 Dec 1, 2042 107.000.00 535.00 0.00 535.00 107,000.00 Jun 1, 2043 107,000.00 107,000.00 535.00 0.00 107,535.00 108,070.00 0.00 As of 2l2012023 EXHIBIT B FORM OF REVENUE BOND Certificate No. R-1 EXHIBIT A Principal Amount $1,950,000 UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF DUBUQUE CITY OF DUBUQUE TAXABLE SEWER REVENUE CAPITAL LOAN NOTE SERIES 2023A Interest Rate Final Maturity Date Note Date 1.000% June 1, 2043 June 2, 2023 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 (the "Original Purchaser") or registered assigns, the principal sum of ONE MILLION NINE HUNDRED FIFTY THOUSAND DOLLARS in lawful money of the United States of America, on the maturity dates and in the principal amounts set forth on the Debt Service Schedule attached hereto and incorporated herein by this reference, with interest on said sum from the date of each advancement made under a certain Loan and Disbursement Agreement dated as of the date hereof (the "Loan and Disbursement Agreement') until paid at the rate of 1.00% per annum, payable on December 1, 2023, and semi-annually thereafter on the 1 st day of June and December in each year. As set forth on said Debt Service Schedule, principal shall be payable on June 1, 2024 and annually thereafter on the first day of June in the amounts set forth therein until principal and interest are fully paid, except that the final installment of the entire balance of principal and interest, if not sooner paid, shall become due and payable on June 1, 2043. Notwithstanding the foregoing or any other provision hereof, principal and interest shall be payable as shown on said Debt Service Schedule until completion of the Project (defined herein), at which time the final Debt Service Schedule shall be determined by the Original Purchaser and attached hereto based upon actual advancements, final costs and completion of the Project, all as provided in the administrative rules governing the Iowa Water Quality Financing Program. Payment of principal and interest of this Note shall at all times conform to said Debt Service Schedule and the rules of the Water Quality Financing Program. THE HOLDERS OF THE BONDS SHOULD TREAT THE INTEREST AS SUBJECT TO FEDERAL INCOME TAX. Interest and principal shall be paid to the registered holder of this Note as shown on the records of ownership maintained by the Registrar as of the 15th day of the month next preceding 4867-0844-1166\1 -12- such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. This Note is issued pursuant to the provisions of Sections 384.24A and 384,83 of the Code of Iowa, for the purpose of paying costs of costs of the acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer Utility, including those costs associated with force main stabilization improvements (the "Project"), and evidences amounts payable the certain Loan and Disbursement Agreement, in conformity to a Master Resolution of the City Council of said City duly passed and approved on December 15, 2008 (the "Master Resolution") and a Series Resolution of the City Council of said City duly passed and approved on February 7, 2023 (the "Series Resolution"). For a complete statement of the revenues and funds from which and the conditions under which this Note is payable, a statement of the conditions under which additional series notes or bonds of equal standing may be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above -described Loan and Disbursement Agreement, the Master Resolution and the Series Resolution. This Note is one of the Series 2023A Notes authorized for issuance in the Series Resolution. Capitalized terms not defined herein shall have the meanings given to them in the Series Resolution or Master Resolution. This Note is subject to optional redemption at a price of par plus accrued interest (i) on any interest payment date after the ten (10) year anniversary of the Loan and Disbursement Agreement or (ii) in the event that all or substantially all of the Project is damaged or destroyed. Any optional redemption of this Note may be made from any funds regardless of source, in whole or ftom time to time in part, in inverse order of maturity, by lot by giving thirty (30) days' notice of redemption by certified or registered mail, to the Original Purchaser (or any other registered owner of the Note). This Note is also subject to mandatory redemption as set forth in Section 5 of the Agreement. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the Director of Finance & 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 Master Resolution. This Note and the series of which it forms a part, other obligations ranking on a parity therewith, and any additional obligations which may be hereafter issued and outstanding from time to time on a parity with said Series 2023A Notes as Senior Bonds under the Master Resolution, are payable from and secured by a pledge of the Net Revenues of the municipal sewer utility (the "System"), as defined and provided in the Master Resolution. There has heretofore been established and the City covenants and agrees that it will maintain just and nRINKIIL:aIGT.0I -13- equitable rates or charges for the use of and service rendered by said System in each year for the payment of the proper and reasonable expenses of operation and maintenance of said System and for the establishment of a sufficient sinking fiend to meet the principal of and interest on this series of Notes, and other obligations ranking on a parity therewith, as the same become due. 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 Net Revenues to be sufficient for the payment hereof. THE SERIES 2023A NOTES AND THE INTEREST THEREON ARE PAYABLE SOLELY AND ONLY FROM NET REVENUES OF THE SYSTEM. NEITHER THE PAYMENT OF THE PRINCIPAL NOR ANY PART THEREOF NOR ANY INTEREST THEREON CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION WHATSOEVER. THE ISSUER HAS NO AUTHORITY TO LEVY ANY TAXES TO PAY THE NOTES. The Issuer has covenanted and hereby covenants and agrees at all times while any Senior Bonds are Outstanding and unpaid to budget for and collect amounts in respect of the use of the System fully sufficient at all times to: (i) provide for 100% of the budgeted Operation and Maintenance Expenses of the System and for the accumulation in the Revenue Fund of a reasonable reserve therefor, and (ii) produce Net Revenues in each Fiscal Year which will: (a) equal at least 110% of the Debt Service Requirement on all Senior Bonds then Outstanding for the year of computation, (b) enable the Issuer to make all required payments, if any, into the Debt Service Reserve Fund and the Rebate Fund, (c) enable the Issuer to accumulate an amount which, in the judgment of the Council, is adequate to meet the costs of major renewals, replacements, repairs, additions, betterments and improvements to the System, necessary to keep the same in good operating condition or as is required by any governmental agency having jurisdiction over the System, and (d) remedy all deficiencies in required payments into any of the funds and accounts established under the Master Resolution from prior Fiscal Years. The Master Resolution contains a more particular statement of the covenants and provisions securing the Senior Bonds, the conditions under which the owner of this Note may enforce covenants (other than the covenant to pay Principal of and interest on this Note when due from the sources provided, the right to enforce which is unconditional), the conditions upon which additional Senior Bonds may be issued on a parity or achieve parity status with this Note under the Master Resolution, and the conditions upon which the Master Resolution may be amended with the consent of the owners of not less than two-thirds in aggregate Principal amount of the Bonds Outstanding or the issuer of any Credit Facility, if any, of such Bonds. Upon the occurrence of an Event of Default under the Master Resolution, the owner of this Note shall be entitled to the remedies provided by the Master 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. 4867-0844-1166\1 -14- 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 Treasurer of the City of Dubuque, Iowa, all as of the day of 2023. Date of authentication: CITY OF DUBUQUE, STATE OF IOWA This is one of the Notes described in the within mentioned Resolution, as registered by the City By: Treasurer Mayor CITY TREASURER, Registrar La ATTEST: Authorized Signature By: City Cleric Registrar and Transfer Agent: City Treasurer Paying Agent: City Treasurer ASSIGNMENT (SEAL) 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) 4867-0844-1166\1 -15- 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-certaincligible 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 Transferees) 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) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST 01560052-1\10422-181 4867-0844-1166\1 -16- EXHIBIT C AUTHORIZATION/ISSUANCE RESOLUTION OF PARTICIPANT ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA gi,050,000 Taxable Sewer Revenue Capital Loan Notes, Series 2023A 4867-0844.1166\1 Series Resolution authorizing and providing for the issuance and securing the payment of $1,950,000 Taxable Sewer Revenue Capital Loan Notes, Series 2023A by the City of Dubuque, Iowa under the provisions of Chapter 384 of the Code of Iowa, providing for a method of payment thereof, and approving the Loan and Disbursement Agreement and other related matters NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE C"1IAEU ZI AND THE LOCAL RULES OF THE CITY M1. February 6, 2023 The City Council of Dubuque, Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the above date. There were present Mayor Brad M. Cavanagh, in the chair, and the following named Council Members: 4867.0844-1166\1 Susan Farber, Ric Jones, David Resnick, Laura Roussell, Danny Sprank, Katy Wetbal -2- Council Member Resnick introduced the following Resolution entitled "SERIES RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $1,950,000 TAXABLE SEWER REVENUE CAPITAL LOAN NOTES, SERIES 2023A, BY THE CITY OF DUBUQUE, IOWA UNDER THE PROVISIONS OF CHATTER 384 OF THE CODE OF IOWA, PROVIDING FOR A METHOD OF PAYMENT THEREOF, AND APPROVING THE LOAN AND DISBURSEMENT AGREEMENT AND OTHER RELATED MATTERS", and moved its adoption, Council Member Farber seconded the motion to adopt. The roll was called and the vote was: AYES: Jones, Sprank, Wethal, Resnick, Farber, Cavanagh, Roussell !► .%%-- i Whereupon the Mayor declared the following Resolution duly adopted: 4867•0844.1106" RESOLUTION NO. 27-23 SERIES RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $1,950,000 TAXABLE SEWER REVENUE CAPITAL LOAN NOTES, SERIES 2023A BY THE CITY OF DUBUQUE, IOWA UNDER THE PROVISIONS OF CHAPTER 384 OF THE CODE OF IOWA, PROVIDING FOR A METHOD OF PAYMENT THEREOF, APPROVING THE LOAN AND DISBURSEMENT AGREEMENT AND OTHER RELATED MATTERS WHEREAS, the City Council of the City of Dubuque, Iowa (the "City") has heretofore established charges, rates and rentals for services which are and will continue to be collected as system revenues of the Municipal Sewer System, and said revenues are available for the payment of sewer revenue bonds or notes, subject to the following premises; and WHEREAS, by Resolution No. 437-08 passed and approved on December 15, 2008 (the "Master Resolution"), the City Council heretofore authorized the issuance of $2,000,000 Taxable Sewer Revenue Capital Loan Notes, Series 2009A, for the put -pose of financing the construction of the Series 2009A Project described therein, and to pay related costs of issuance; and WHEREAS, Issuer proposes to issue its Taxable Sewer Revenue Capital Loan Notes, Series 2023A, to the extent of $1,950,000, for the purpose of defraying the costs of the Series 2023A Projects as set forth in Section 1,1 of this Resolution; and, it is deemed necessary and advisable and in the best interests of the City that a form of Loan and Disbursement Agreement by and between the City and the Iowa Finance Authority, be approved and authorized; and WHEREAS, notice of the intention of the City Council to take action for the issuance of not to exceed $1,950,000 Taxable Sewer Revenue Capital Loan Notes (the "Series 2023A Notes") has heretofore been duly published and no objections to such proposed action have been tiled, and the City therefore deems it desirable to enter into a Loan and Disbursement Agreement and issue the Notes; and WHEREAS, Section 8.3 of the Master Resolution authorizes the issuance of additional Senior Bonds, including Senior SRF Bonds, by the City from time to time, if all of the conditions set forth therein are satisfied; and WHEREAS, for purposes of this issuance, the issuance of the Series 2023A Notes shall be deemed to be "Senior SRF Bonds" despite being issued to the Iowa Finance Authority under the Water Quality Financing Program; and WHEREAS, the Council has determined to issue additional Senior SRF Bonds, and has determined that, upon passage of this Series Resolution all of the requirements of Article VIII of the Master Resolution with respect to the issuance of additional Senior SRF Bonds will have been satisfied. 4867.0844-1166U -4- NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IN THE COUNTY OF DUBUQUE, STATE OF IOWA: ARTICLE I DEFINITIONS Section 1.1. Reftalfigns, Except as otherwise provided below in this Article I, all words and terms defined in Article I of the Master Resolution shall have the same meanings in this Series Resolution as such defined words and terns are given in Article I of the Master Resolution. In addition, the following terms shall have the following meanings in this Series Resolution unless the text expressly or by necessary implication requires otherwise: "Additional Bonds" shall mean any sewer revenue bonds or notes or other obligations issued on a parity with the Notes in accordance with the provisions of Section 23 hereof. Provided, however, Additional Bonds which are SRF Obligations shall not be secured by the Reserve Fund and shall not be subject to the Reserve Fund Requirement. "Agreement" shall mean Loan and Disbursement Agreement dated as of the Closing between the City and the Original Purchaser relating to the Loan made to the City under the Program. "City" or "Issuer" shall mean the City of Dubuque, Iowa. "Closing" shall mean the date of execution of. the Agreement and delivery of the Series 2023A Notes to the Original Purchaser and the funding of the Loan. "Loan" shall mean the total principal amount allocated by the Original Purchaser to the City under the Program, equal in amount to the aggregate principal amount of the Series 2023A Notes. "Master Resolution" means the City Council Resolution No. 437-08, passed and approved on December 15, 2008, entitled "Master Resolution relating to the issuance of Sewer Revenue Bonds by the City of Dubuque, Iowa under the provisions of Chapter 384 of the Code of Iowa, authorizing and providing for the issuance and securing the payment of $2,000,000 Taxable Sewer Revenue Capital Loan Notes, Series 2009A, providing for a method of payment thereof, and related matters," as the same may be amended from time to time. "Original Purchaser" means the Iowa Finance Authority, as the purchaser of the Series 2023A Notes from the City at the time of their original issuance. "Program" shall mean the Iowa Water Quality Financing Program administered by the Original Purchaser, 4861-0844-116611 "Series 2023A Notes" means the $1,950,000 Taxable Sewer Revenue Capital Loan Notes, Series 2023A, dated the date of delivery, authorized to be issued pursuant to this Series Resolution. "Series 2023A Costs of Issuance Account" means the account by that name within the Project Fund established in Section 5.I of the Master Resolution. "Series 2023A Projects" shall mean the Projects being financed with the proceeds of the Series 2023A Notes, consisting of costs of the acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer Utility, including those costs associated with force main stabilization improvements, as described generally in the Agreement and more particularly in the plans and specifications on file from time to time with the City Clerk. "Series 2023A Projects Account" means the account by that name within the Project Fund established in Section 5.1 of the Master Resolution. "Series Resolution" means this Resolution of the Council. ARTICLE II THE SERIES 2023A Notes Section 2.1. Series 2023A Notes Authorization 1llrs Purpose. Pursuant to the provisions of the Master Resolution and in particular Section 8.3 thereof, there are hereby authorized to be issued, negotiable, serial, fully registered Taxable Sewer Revenue Capital Loan Notes, Series 2023A, in the aggregate principal amount of $1,950,000, dated the date of delivery, for the purpose of constructing the Series 2023A Projects and paying Project Costs relating thereto, and to pay related Costs of Issuance. The Series 2023A Notes shall be issued as Senior SRF Bonds under the terms of the Master Resolution, shall be designated "CITY OF DUBUQUE, IOWA, TAXABLE SEWER REVENUE CAPITAL LOAN NOTES, SERIES 2023A", for the purpose of paying costs of the Project. The Council, pursuant to Sections 384.24A and 384,83 of the Code of Iowa, hereby finds and determines that it is necessary and advisable to issue said Notes authorized by the Agreement and this Resolution. The Series 2023A Notes and the Registrar's Certificate of Authentication shall be in substantially the form set forth in Exhibit A attached hereto, with such variations, omissions, substitutions and insertions as are required or permitted by this Series Resolution, The Series 2023A Notes shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk of the Council, and shall be fully registered as to both principal and interest as provided in this Series 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 Series 2023A Notes, The Series 2023A Notes may be in the denomination of 4867-0344-1166NI $1,000 or multiples thereof and shall at the request of the Original Purchaser be initially issued a single note numbered R-1 in the amount of $1,950,000. Taxable Sewer Revenue Capital Loan Notes, Series 2023A, of the Issuer in the amount of $1,950,000, shall be issued to evidence the obligations of the Issuer under the Agreement pursuant to the provisions of Sections 384.24A and 384.83 of the Code of Iowa for the aforesaid purpose. The Series 2023A Notes shall be designated "TAXABLE SEWER REVENUE LOAN NOTE, SERIES 2023A", be dated the date of delivery, and bear interest at the rate of 1.00% per annum from the date of each advancement made under the Agreement, until payment thereof, at the office of the Paying Agent, said interest payable onDecember _1, 2023, and semi-annually thereafter on the 1st day of June and December in each year until maturity as set forth on the Debt Service Schedule attached to the Agreement as Exhibit A and incorporated herein by this reference. As set forth on said Debt Service Schedule, principal shall be payable on June 1, 2024 and annually thereafter on the 1st day of June in the amounts set forth therein until principal and interest are fully paid, except that the final installment of the entire balance of principal and interest, if not sooner paid, shall become due and payable on June 1, 2043. Notwithstanding the foregoing or any other provision hereof, principal and interest shall be payable as shown on said Debt Service Schedule until completion of the Project, at which time the final Debt Service Schedule shall be determined by the Original Purchaser based upon actual advancements, final costs and completion of the Project, all as provided in the administrative rules governing the Program. Payment of principal and interest on the Notes shall at all times conform to said Debt Service Schedule and the rules of the Program. In addition to the payment of principal of and interest on the Series 2023A Notes, the City also agrees to pay the origination fee as defined and in accordance with the terms of the Agreement. Section 2.2. Issuance of Series 2023A Notes in Certificated Form. The Series 2023A Notes shall be issued as Bonds in Authorized Denominations and may at the request of the Original Purchaser be issued in the denomination of $1,000 or multiples thereof, or as a single Series 2023A Note in the full authorized amount thereof, and shall be registered in the name of the Original Purchaser. Section 2.3. Appointment of Registrar. The Treasurer is hereby appointed as Registrar for the Series 2023A Notes under the terms of this Series Resolution. Section 2.4. Execution, Authentication and Delivery of the Series 2023A Notes. Upon the adoption of this Series Resolution, the Mayor and City Cleric shall execute and deliver the Series 2023A Notes to the Registrar, who shall authenticate the same and deliver the same to or upon order of the Original Purchaser. No such Series 2023A Note shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Series 2023A Note a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any such Series 2023A Note executed on behalf of the Issuer shall be conclusive evidence that the Series 2023A Note so authenticated has been duly issued under this Series Resolution and that the holder thereof is entitled to the benefits of this Series Resolution. 4867-0844-1166%1 - '7 - ARTICLE III REDEMPTION OF BONDS Section 3.1. O tional RoftIptIgn. The Series 2023A Notes are subject to optional redemption at a price of par plus accrued interest (i) on any interest payment date after the ten (10) year anniversary of the Agreement or (ii) in the event that all or substantially all of the Series 2023A Projects are damaged or destroyed. Any optional redemption of the Seizes 2023A Notes may be made from any funds regardless of source, in whole or from time to time in part, in inverse order of maturity; by giving not less than thirty (30) days notice of redemption by certified or registered mail to the Original Purchasor (or any other registered owner of the Series 2023A Notes). The terms of redemption shall be par, plus accrued interest to date of call. The Series 2023A Notes are also subject to mandatory redemption as set forth in Section 6 of the Agreement. ARTICLE IV DELIVERY AND APPLICATION OF PROCEEDS Section 4.1. Anolicatitnr of Series 2023A Note Proceeds. The Series 2023A Notes shall be delivered as provided in Sections 6.1 and 6.2 and the proceeds thereof shall be applied as follows: (i) An amount sufficient to pay the Costs of Issuance of the Series 2023A Notes shall be deposited into the Series 2023A Costs of Issuance Account. (ii) The balance of proceeds shall be deposited into the Series 2023A Projects Account of the Project Fund and applied thereafter to pay Project Costs of the Series 2023A Projects. Section 4.2. No Adl ustinogo Debt, Service Reserve Res a rer lent. The Series 2023A Notes shall be issued as Senior SRF Bonds under the Master Resolution, and shall not be secured by or payable from amounts held in the Debt Service Reserve Fund established in the Master Resolution. Upon issuance of the Series 2023A Notes, the amount to be accumulated and maintained in the Debt Service Reserve Fund, if any, shall not be increased, but shall continue to remain equal to 100% of the Debt Service Reserve Requirement computed on a basis which includes all Senior Bonds which will be Outstanding immediately after issuance of the Series 2023A Notes and which are not Senior SRF Bonds. 4867-0844-116611 -8- ARTICLE V TAX PROVISIONS Section 5.1. Taxable Note. The interest on the Series 2023A Notes is not excluded from gross income for federal income tax purposes under Section 103(a) of the Internal Revenue Code of 1986, as amended.- THE HOLDERS THE SERA 2023A NOTES SHOULD TREAT THE INTEREST THEREON AS SUBJECT TO FEDERAL INCOME TAXATION, ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.1. Delivery of SorLes 2023A Nntea. The City shall deliver the executed Agreement and the Series 2023A Note to the Original Purchaser at the price of par on the date of Closing. Delivery of the executed Agreement and the Series 2023A Notes shall be made to the Original Purchaser as soon as practicable after the effective date of this Series Resolution. Section 6.2. € wroval_of Agreement. The Agreement in substantially the form presented at this meeting of the Council is hereby authorized and approved, and the Mayor and City Cleric are authorized to execute and deliver the Agreement, with such changes therein as such officials deem appropriate, for and on behalf of the City, such officers' signatures thereon being conclusive evidence of such officials' and the City's approval thereof. Section 6.3. _qgnerat Authorization. From and after the date of adoption of this Series Resolution, the officers, employees and agents of the City are hereby authorized to do all such acts and things and to execute and deliver any and all other documents, agreements, certificates and instruments relating to the Series 2023A Notes, the investment of the proceeds thereof and the other transactions contemplated on the park of the City by this Series Resolution. Section 6.4. gstruetlor►. Except to the extent set forth herein, all of the applicable terms, conditions and provisions of the Master Resolution, as applicable to Senior SRF Bonds, shall be deemed and construed to apply to the Series 2023A Notes and are hereby incorporated by reference and made a part hereof to the same extent as if fully set forth herein. Except as may otherwise be provided herein, the Master Resolution shall remain in full force and effect. Section 6.5. cu'everablilty. If any section, paragraph, or provision of this Series Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions. Section 6.6. it eneal o Cqi flictlnly Ordinances or Resolutions and Effective Date. All other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Series Resolution are, to the extent of such conflict, hereby repealed; and this Series Resolution shall be in effect from and after its adoption. 4867-0844-116611 -9- PASSED AND APPROVED this 611 day of February, 2023. ATTEST: 4ic� t'II t7: U/ Zt�r014_6e City Clerk 4867-0844.1166U at` -10- CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said 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 said 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 said law and with members of the public present in attendance; I fiuther 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 said 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 said Municipality hereto affixed this ` an day of `e r 1A � r , 2023, City Clerk, Dubuque, Iowa kAL ' 1 rf i 4, i, 4867-0844-116611 - 11 - 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 Sections 384.24A and 384.83, Code of Iowa, there have been heretofore lawfully authorized and this day by us lawfiilly executed, issued, caused to be registered and authenticated and delivered one fully registered Taxable Sewer Revenue Capital Loan Note, Series 2023A, of said City of Dubuque, Iowa, in the amount of $1,950,000, dated the date of delivery, principal and interest repayment as set forth on the Debt Service Schedule attached hereto and incorporated herein by this reference. The Note has been executed with the manual signature of the Mayor and the manual signature of the 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 pledge of the net earnings of the municipal sewer system, (the "System"), to the payment of the Note or the power and duty of the City to construct, own and operate its System as a revenue producing undertaking and to provide, charge and apply adequate rates and charges for the full and prompt payment of the principal and interest of the Note, and that none of the proceedings or authority for the issuance of the Note has been repealed, revoked, rescinded, or modified in any manner. 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 Sewer Revenue Capital Loan Note $61,334,623.00 All other indebtedness of any kind, payable from Sewer Revenues $8,241,347.00 _1- IN WITNESS WHEREOF, we have hereunto affixed our hands at Dubuque, Iowa, this end day of June , 2023. city clerk �. r %k • '� ' Direetor f Finance & Budget 02046550-11 t04229-225 -2- TRANSCRIPT CERTIFICATE 1, 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 City and of its City 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 $1,950,000 Taxable Sewer Revenue Capital Loan Note, Series 2023A, 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 City 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 according to the records in my office, the named members of the Council were duly and regularly elected to such office, and were, during all of the year 2023, and now are, the legally elected, constituted and acting City Council of the City. I further certify that no litigation is pending, prayed or threatened affecting the validity of the Bonds hereinabove referred to, nor affecting the title of any of the City officers and Council Members to their official positions. 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 City 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 City Council all pursuant to the provisions and in accordance with the conditions of the local rules of the City 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 % "' day of ibr� , 2023, at Dubuque, Iowa. (SEAL) 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: Brad M. Cavanagh ( ;-1 Signature) City Clerk: Adrienne Breitfelder OA /17 (Original Signature) Director of Finance & Budget: STATE OF IOWA COUNTY OF DUBUQUE ]ennifer SI'SdII r (Original Signature) ) SS Subscribed and sworn to before me by Brad M. Cavanagh, Adrienne Breitfelder and Jennifer Larson on this TN^__ day of 6Yugrt , 2023. 1. TUSDEE LYNN BLUS • Commkolon Humber W479 nw� My Comm. Exp. q LAJ (SEAL) 02046551-11t0422-225 Aw -- Notary Public in and for Dubuque County, Iowa -2- CONSENT AND WAIVER OF IOWA FINANCE AUTHORITY The undersigned, an authorized representative of the Iowa Finance Authority (the "Authority"), hereby certifies that the Authority is the sole holder of the outstanding City of Dubuque, Iowa (the "City") sewer revenue obligations known as the City of Dubuque $2,000,000 Sewer Revenue Capital Loan Notes, Series 2009A, dated January 14, 2009; $1,141,000 Sewer Revenue Capital Loan Notes, Series 2010A, dated January 13, 2010; $64,885,000 Sewer Revenue Capital Loan Notes, Series 2010E, dated August 18, 2010, later amended to increase the principal amount to $74,285,000 Sewer Revenue Capital Loan Notes, Series 2010E, dated April 26, 2013; $3,048,000 Sewer Revenue Capital Loan Notes, Series 2013, dated April 19, 2013; $3,058,000 Sewer Revenue Capital Loan Notes, Series 2013B, dated May 31, 2013; and the $2,763,000 Sewer Revenue Capital Loan Notes, Series 2019, dated March 8, 2019, later amended to increase the principal amount by $229,000 (the "Outstanding Obligations"). As such holder, the Authority (1) hereby consents to the issuance by the City of additional Sewer Revenue Capital Loan Notes, Series 2023A in the aggregate principal amount of $1,950,000 (the "New WQFP Loan") in connection with the City's borrowing of additional funds under the State of Iowa Water Quality Financing Program, and waives any requirement in the resolution authorizing the Outstanding SRF Loans that would require the City to obtain a "parity certificate" from an independent auditor as to the sufficiency of the Net Revenues securing the payment of the Outstanding SRF Loans and the New WQFP Loan. This Consent and Waiver is given with the understanding that all other provisions of the resolutions authorizing the Outstanding Obligations shall remain in full force and effect. Dated this 18' day of May, 2023. IOWA FINANCE AUTHORITY n By: c �-�- Its: Chief Bond Programs Director 01370340-[IL0422-206 REGISTERED REGISTERED Certificate No. R-1 Principal Amount $1,950,000 UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF DUBUQUE CITY OF DUBUQUE TAXABLE SEWER REVENUE CAPITAL LOAN NOTE SERIES 2023A r Interest Rate Final Maturity Date 1.000% June 1, 2043 June 2, 20E13a ,, The City of Dubuque, Iowa, a municipal corporation organized ceJyln under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for 11�t{,e r lived, promises to pay from the source and as hereinafter provided, to IOWA FINANCE or registered assigns, the principal sum of ONE MILLICON'TNORUNDRED FIFTY THOUSAND DOLLARS in lawful money of the United States of America,p1i the maturity dates and in the principal amounts set forth on the Debt Service Sc)edule attac�lied hereto and incorporated herein by this reference, with interest on said sum from the dal& Bach advancement made under a certain Loan and Disbursement Agreement dated a the dat ereof until paid at the rate of 1.00%" per annum, payable on December 1, 2023, dslmi-annually thereafter on the 1st day of June and December in each year. As set forth o said Dept Service Schedule, principal shall be payable on June 1, 2024 and annually thereafter o t1,ie fir (day of June in the amounts set forth therein until principal and. interest are fully aid, exce�3'£�t at the final installment of the entire balance of principal and interest, if not sooner paidghall become due and payable on June 1, 2043. Notwithstanding the foregoing or any other pr sioppterof, principal and interest shall be payable as shown on said Debt Service Schedule until com 8iop� fthe Project, at which time the final Debt Service Schedule shall "F ^� 9 be determined by the Origma chaser and attached hereto based upon actual advancements, final costs and complefitif 44f the Pr ject, all as provided in the administrative rules governing the Iowa Water Quality F[Ranoing Program. Payment of principal and interest of this Note shall at all times conform to said Syrvice Schedule and the rules of the Water Quality Financing Program. HHOLDERS OF THE BONDS SHOULD TREAT THE INTEREST AS SUBJECT TOefiveErc!Ltand INCOME TAX. principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day of the month next preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30- day months. This Note is issued pursuant to the provisions of Sections 384.24A and 384.83 of the Code of Iowa, for the purpose of paying costs of costs of the acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer Utility, including those costs associated with force main stabilization improvements, and evidences amounts payable under a certain Loan and Disbursement Agreement dated as of the date hereof, in conformity to a Master Resolution of the City Council of said City duly passed and approved on December 15, 2008 (the "Master Resolution") and a Series Resolution of the City Council of said City duly passed and approved on February 7, 2023 (the "Series Resolution"). For a complete statement of the revenues and funds from which and the conditions under which this Note is payable, a statement of the conditions under which additional series notes or bonds of equal standing may be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above -described Loan and Disbursement Agreement, the Master Resolution and the Series Resolution. This Note is one of the Series 2023A Notes authorized for issuance in the Series Resolution. Capitalized terms not defined herein shall have the meanings given to them in the Series Resolution or Master Resolution. This Note is subject to optional redemption at a price of par plus accrued interest (i) any date upon receipt of written consent of the Iowa Finance Authority or (ii) in the eve thallgo substantially all of the Project is damaged or destroyed. Any optional redemption Of t t Note may be made from any funds regardless of source, in whole or from time to time in art, in inrse order of maturity, by lot by giving thirty (30) days' notice of redemption by certitrr% registered mail, to the Iowa Finance Authority (or any other registered owner of the Note). Ibis of s also subject to mandatory redemption as set forth in Section 5 of the Agreement. Ownership of this Note maybe transferred only by transf f' pon the books kept for such purpose by the Director of Finance & Budget, City of Dubuque, P, e Registrar. Such transfer on the books shall occur only upon presentation and surrendemof,ths` o e at the office of the Registrar, �+^ x s,N ..ry.,b together with an assignment duly executed by the owner hereof oY is duly authorized attorney in the form as shall be satisfactory to the Registrar. Issue . reserves tl right to substitute the Registrar and Paying Agent but shall, however, promptly givepi a to registered Noteholders of such change. All Notes shall be negotiable as provided in Article 8 of e niform Commercial Code and subject to the provisions for registration and transfer contained inht eMaster Resolution. This Note and the series of wh it forrOs a part, other obligations ranking on a parity therewith, and any additional obligations whic may be hereafter issued and outstanding from time to time on a parity with said Note as Seni!&Mds under the Master Resolution, are payable from and secured by a pledge of the N venues of the municipal sewer utility (the "System"), as defined and provided in the Maste ,. e do . There has heretofore been established and the City covenants and agrees that it will main tusyttd equitable rates or charges for the use of and service rendered by said System in eaeh year fo` fie payment of the proper and reasonable expenses of operation and maintenance of s ir1*stem and for the establishment of a sufficient sinking fund to meet the principal of and"ntest on this series of Notes, and other obligations ranking on a parity therewith, as the same becoitl , que. This Note is not p mayable in any manner by taxation and under no circustances shall }he City be in any manner liable by reason of the failure of said Net Revenues to be su ficient for the payment hereof. NOTES AND THE INTEREST THEREON ARE PAYABLE SOLELY AND ONLY F12OM NET REVENUES OF THE SYSTEM. NEITHER THE PAYMENT OF THE PRINCIPAL NOR ANY PART THEREOF NOR ANY INTEREST THEREON CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION WHATSOEVER. THE ISSUER HAS NO AUTHORITY TO LEVY ANY TAXES TO PAY THE NOTES. The Issuer has covenanted and hereby covenants and agrees at all times while any Senior Bonds are Outstanding and unpaid to budget for and collect amounts in respect of the use of the System fully sufficient at all times to: (i) provide for 100% of the budgeted Operation and Maintenance Expenses of the System and for the accumulation in the Revenue Fund of a reasonable reserve therefor, and (ii) produce Net Revenues in each Fiscal Year which will: (a) equal at least 110% of the Debt Service Requirement on all Senior Bonds then Outstanding for the year of computation, (b) enable the Issuer to make all required payments, if any, into the Debt Service Reserve Fund and the Rebate Fund, (c) enable the Issuer to accumulate an amount which, in the judgment of the Council, is adequate to meet the costs of major renewals, replacements, repairs, additions, betterments and improvements to the System, necessary to keep the same in good operating condition or as is required by any governmental agency having jurisdiction over the System, and (d) remedy all deficiencies in required payments into any of the funds and accounts established under the Master Resolution from prior Fiscal Years. The Master Resolution contains a more particular statement of the covenants and provisions securing the Senior Bonds; the conditions under whichthe owner of this Note may enforc-6 oven - (other than the covenant to pay Principal of and interest on this Note when due from the soul s provided, the light to enforce which is unconditional), the conditions upon which aflt ti©`�ia`l "9 Bonds maybe issued on a parity or achieve parity status with this Note under the astk, Resolution, and the conditions upon which the Master Resolution maybe amended with the consent l the owners of not less than two-thirds in aggregate Principal amount of the Bo s . utstanding or the issuer of any Credit Facility, if any, of such Bonds. Upon the occurrengef vt of Default under the Master Resolution, the owner of this Note shall be entitled to ther`ed' es provided by the Master Resolution. And it is hereby represented and certified that all acts, coh ito,���s-and things requisite, according to the laws and Constitution of the State of Io a to,g i t, to be had, to be done, or to be performed precedent to the lawful issue of this Note, have en ect tent, had, done and performed as required by law. 1N TESTIMONY WHEREOF, said City byiC y Council has caused this Note to be signed by the manual or facsimile signature �f its Mayo and attested by the manual or facsimile signature of its City Cleric, with the sea d`f saiid City impressed hereon, and authenticated by the manual or facsimile signature of an anp,orized r presentative of the Registrar, the City Treasurer of the City of Dubuque, Iowa, all as of the day of 2023. Date of authentication: This is one of the Notes d sc bed, �'Ahe within mentioned Resolution, as registaged by the City Treasurer f- CITY TREASUR>'�,, Registrar By Aut4ro' ed Signature Y Registrar and Transfer Agent: City Treasurer Paying Agent: City Treasurer CITY OF DUBUQUE, STATE OF IOWA By: 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: SIGNATURE) executing this Assignment sign(s) here) IMPORTANT -READ The signature(s) to this Power must correspond with f e, naiiie(s) as written upon the face of the certificates) or Note(s) in every particular without altera�<fn or enlargement or any change whatever. Signature guarantee must be prgV €jed in accordance with the prevailing standards and procedures of the Registrar and Transfer AgAn u h standards and procedures may require signature to be guaranteed by certain;eligible gu ntor institutions that participate in a recognized signature guarantee pr, ram. INFORMATION REOIRED FO UR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Id Number of Trar Transferee is a(n r <� y Individual* Corporation Partnership ; Trust *If the to is to be fegistered in the names of multiple individual owners, the names of all such owners and o e gdar` and social security number must be provided. .� Tie ollowing 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 .......... (Cost) (Minor) Under Iowa Uniform Transfers to Minors Act ................... (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST