$1,950,000 Sanitary Sewer Revenue Capital Loan Notes (State of Iowa - Water Quality Financing Program)City of Dubuque
City Council Meeting
Consent Items # 022.
Copyrighted
February 6, 2023
ITEM TITLE: Proceedings for final action on the Issuance of Not to Exceed
$1,950,000, Sanitary Sewer Revenue Capital Loan Notes (State of Iowa
— Water Quality Financing Program)
SUMMARY: City Manager recommending City Council approval of final authorization
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), for the stabilization of the sanitary Force Main Stabilization
Project.
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
SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description
Type
MVM Memo
City Manager Memo
Staff Memo
Staff Memo
Resolution
Resolutions
Delivery Certificate Supporting Documentation
Loan and Disbursement Agreement Supporting Documentation
Original Note Supporting Documentation
Transcript Certificate Supporting Documentation
Letter with Authorizing Proceedings Supporting Documentation
Dubuque
THE CITY OF
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Proceedings for final action on the Issuance of Not to Exceed
$1,950,000, Sanitary Sewer Revenue Capital Loan Notes (State of Iowa —
Water Quality Financing Program)
DATE: February 2, 2023
Chief Financial Officer Jennifer Larson is recommending City Council approval of final
authorization 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), for the
stabilization of the sanitary Force Main Stabilization Project. 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 river. 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
Financing Program loans are non-federal funds that do not require an environmental
review and are eligible for use as local matching funds. 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.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mic ael 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 -America City
ii
2007-2012.2013
2017*2019
FROM: Jennifer Larson, Chief Financial Officer
SUBJECT: Proceedings to complete action on the Issuance of Not to Exceed
$1,950,000, Sanitary Sewer Revenue Capital Loan Notes (State of Iowa —
Water Quality Financing Program)
DATE: February 2, 2023
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The purpose of this memorandum is to seek final authorization 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), for the stabilization of the sanitary Force Main
Stabilization Project. A letter from attorney Kristin Cooper detailing information on the
proposed action is enclosed.
BACKGROUND
In December of 2022, the City entered into an agreement with the U. S. Army Corps of
Engineers for the purpose of stabilizing the 42-inch diameter sanitary sewer force main
that runs along the banks of the Mississippi. The improvements will be designed and
constructed 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) with the City responsible for 35% of the total project cost.
DISCUSSION
The City's 42-inch diameter sanitary sewer force main was constructed in 1977 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 river. 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 City's share of construction cost will be 35% of the total cost and it is due to the
USACE before moving into construction. The total estimated project cost is $5.2 million.
The $1,950,000 in loan proceeds would be used to fund the City's estimated portion of the
project cost.
A public hearing was held on May 2, 2022 on the issuance of not to exceed $1,950,000 in
Sanitary Sewer Revenue Capital Loan Notes through the State of Iowa Water Quality
Financing Program (WQFP).
The State of Iowa WQFP 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.
The WQFP loan will have a 2% loan initiation fee, 1 % interest rate, no loan servicing fee,
and can be issued as revenue debt. In addition, WQFP loans are non-federal funds that do
not require an environmental review and are eligible for use as local matching funds.
The issuance of State of Iowa WQFP 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.
The attached resolution approves and authorizes the form of Loan and Disbursement
Agreement and authorizes the issuance of the $1,950,000 Taxable Sewer Revenue
Capital Loan Notes, Series 2023A to the Iowa Finance Authority (the "Authority"). The
resolution also incorporates by reference the form of Loan and Disbursement Agreement
and other related matters required for participation in the WQFP. The Loan and
Disbursement Agreement sets forth a number of covenants and agreements on the part of
the City with respect to the repayment of the Loan. Resolution taking additional action also
acknowledges and approves of the terms of the WQFP.
ACTION TO BE TAKEN
I respectfully recommend the approval of the resolution.
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
$1,950,000 Taxable Sewer Revenue Capital Loan Notes, Series 2023A
4867-0844-1166\I
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
CHAPTER 21 AND THE LOCAL RULES OF THE CITY.
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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 Wethal
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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
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", and moved its adoption. Council Member Farber seconded
the motion to adopt. The roll was called and the vote was:
4867-0844-1166\1
AYES: Jones, Sprank, Wethal, Resnick, Farber, Cavanagh, Roussell
NAYS:
Whereupon the Mayor declared the following Resolution duly adopted:
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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 purpose 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
filed, 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.
4867-0844-1166\1
_�
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. Definitions. 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 terms 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.
4867-0844-1166\I
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"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 5.1 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 11
THE SERIES 2023A Notes
Section 2.1. Series 2023A Notes - Authorization and 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
4867-0844-1166\1
Mid
$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 on June 1, 2023, and semi-annually
thereafter on the 1 st 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 Clerk 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
ARTICLE III
REDEMPTION OF BONDS
Section 3.1. Optional Redemption. 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 Series 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 Purchaser (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. Application 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 Adjustment to Debt Service Reserve Requirement. 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.
4867-0844-1166\1
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 OF THE SERIES 2023A NOTES SHOULD
TREAT THE INTEREST THEREON AS SUBJECT TO FEDERAL INCOME TAXATION.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1. Delivery of Series 2023A Notes. 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. Approval 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 Clerk 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. General 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 part of the City by this Series Resolution.
Section 6.4. Construction. 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. Severability. 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. Repeal of Conflicting 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.
4867-0844-1166\1
M
PASSED AND APPROVED this 6`h day of February, 2023.
ATTEST:
i
City Clerk
4867-0844-1166\1
yor
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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 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 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 / +� day of
Fe 6rUppy 2023.
4867-0844-1166\1
Cityubuque, Iowa
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LaLff )�iI_1
REGISTERED
Certificate No. R-1
REGISTERED
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 March 3, 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 June 1, 2023, and semi-annually thereafter on the 1st 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
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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 from 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
4867-0844-1166\1
-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 fund 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\I
-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
CITY TREASURER, Registrar
In
Mayor
ATTEST:
Authorized Signature By:
City Clerk
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.
within Note and does hereby irrevocably constitute and appoint
attorney in fact to transfer the said Note on the books kept for registration of the within Note,
with full power of substitution in the premises.
Dated:
(Person(s) executing this Assignment sign(s) here)
SIGNATURE)
GUARANTEED)
4867-0844-1166\1
the
-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 certain eligible guarantor
institutions that participate in a recognized signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification
Number of Transferee(s)
Transferee is a(n):
Individual*
Partnership
Corporation
Trust
*If the Note is to be registered in the names of multiple individual owners, the names of all such
owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Note, shall
be construed as though written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MIN ACT - .......... Custodian ..........
(Cust) (Minor)
Under Iowa Uniform Transfers to Minors Act ...................
(State)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE
LIST
01560052-1\10422-181
4867-0844-I 166\1
-16-
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 lawfully 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
day of 2023.
Mayor
• `: City Clerk
•''�,� � � ^I � Dzregl
02046550-1\1042225 `
Finance & Budget
-2-
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 March 3, 2023 by and between the City of Dubuque, Iowa (the "Participant') and the Iowa
Finance Authority, an agency and public instrumentality of the State of Iowa (the "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. In 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. Loan; 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. Project 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 may be 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.
e. Only the part of the Project that has a water quality protection or
improvement component may be funded.
Section 4. Disbursements. 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;
Frill
(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.
3
Section 5. Completion of Project. 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. Repayment of Loan; Issuance of Revenue Bonds. 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 being
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.
M
The Revenue Bond and the interest thereon and any additional obligations as may be
hereafter issued and outstanding from time to time under the conditions set forth in the
Resolution shall be payable 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 funds, and has received such other funds from the Participant on the date hereof, the
Authority shall be authorized to deduct the full 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. Compliance with Applicable Laws Performance Under Loan Agreement•
Rates. The Participant covenants and agrees (i) to comply with all applicable State and 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 terms 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
5
Water System shall be subordinate to the lien on Net Revenues pledged to the repayment of the
Revenue Bond.
Section 9. Insurance; Audits; Disposal of Property. 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 Default. 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 Net Revenues of the Water System.
(c) 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
2
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 Requirements. 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 Electronic 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:
i
CITY OF DUBUQUE, IOWA
U
r.
[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:
Its: Chief Bond Programs Director
[IFA Signature Page to LDA]
EXHIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
EXHIBIT B
FORM OF REVENUE BOND
EXHIBIT C
AUTHORIZATION/ISSUANCE RESOLUTION OF PARTICIPANT
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
Interest Rate Final Maturity Date Note Date
1.000% June 1, 2043 March 3, 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
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 until paid at the rate of 1.00% per annum, payable on June 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, 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 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) on
any date upon receipt of written consent of the Iowa Finance Authority 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 from 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 Iowa Finance Authority (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 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 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 fund 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 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.
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 th day of Ee6ruoel 2023.
Date of authentication: Fe6rocary -7, a0a3 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
By:
orized Signature
Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
ATTEST:
By:
City Clerk �.
„ J . EAL)(
k. ;.:.
' 1h t pp
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No.
within Note and does hereby irrevocably constitute and appoint
attorney in fact to transfer the said Note on the books kept for registration of the within Note,
with full power of substitution in the premises.
Dated:
(Person(s) executing this Assignment sign(s) here)
SIGNATURE)
GUARANTEE]
the
IMPORTANT - READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written upon the face
of the certificate(s) or Note(s) in every particular without alteration or enlargement or any
change whatever. Signature guarantee must be provided in accordance with the
prevailing standards and procedures of the Registrar and Transfer Agent. Such standards
and procedures may require signature to be guaranteed by certain eligible guarantor
institutions that participate in a recognized signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification
Number of Transferee(s)
Transferee is a(n):
Individual*
Partnership
Corporation
Trust
*If the Note is to be registered in the names of multiple individual owners, the names of all such
owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Note, shall
be construed as though written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MIN ACT - .......... Custodian ..........
(Gust) (Minor)
Under Iowa Uniform Transfers to Minors Act ...................
(State)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE
LIST
TRANSCRIPT CERTIFICATE
I, the undersigned, being first duly sworn, do hereby depose and certify that I am the duly
appointed, qualified and acting Clerk of the City of Dubuque, Iowa, and that as such Clerk I have in
my possession or have access to the complete corporate records of said 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 % lh day of
Fgbrio,pY, 2023, at Dubuque, Iowa.
t ZAa
City Clerk, City of Dubuque, State of Iowa
- 1 -
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
(QagiFfal Signature)
City Clerk: Addrieennne�B_reitfelder
(Original Signature)
Director of Finance & Budget: Jennifer arson
If (Original Signature)
STATE OF IOWA
) SS
COUNTY OF DUBUQUE
Subscribed and sworn to before me by Brad M. Cavanagh, Adrienne Breitfelder and Jennifer
Larson on this Imo_ day of 6 YLt0. r 2023.
TUSDEE LYNN BLUS �{ , , ,J, I ` ,y ,
_ ComeWleo Number SC 4.n ` LI
MY Comm. up. 0. .?a
(SEAL) Notary Public in and for Dubuque County, Iowa
02046551-1\10422-225
Ira
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
January 30, 2023
VIA EMAIL
Ms. Jenny Larson
Director of Finance & Budget
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001
Kristin B. Cooper
515.246.0330
kcooper@ahlerslaw.com
RE: City of Dubuque, State of Iowa
$1,950,000 Taxable Sewer Revenue Capital Loan Notes, Series 2023A
(Water Quality Financial Assistance Fund)
Dear Jenny:
With this letter I am enclosing a resolution approving and authorizing the form of Loan
and Disbursement Agreement and authorizing the issuance of the above Note to the Iowa
Finance Authority (the "Authority"). The resolution also incorporates by reference the form of
Loan and Disbursement Agreement required for participation in this program. The Loan and
Disbursement Agreement sets forth a number of covenants and agreements on the part of the
City with respect to the repayment of the Loan.
I am also enclosing the final closing certificates. The Transcript Certificate can be
completed and dated as soon as final action has been taken, but please leave the Delivery
Certificate undated (you will need to complete the financial data for the City in the Delivery
Certificate on page 2). Similarly, all copies of the Loan and Disbursement Agreement should be
signed and sealed.
An original form of Note R-I is enclosed as well. The Note should be manually signed
by the Mayor and City Clerk on the lines indicated on page 3, the seal of the City should be
impressed as indicated and the Treasurer should manually execute as the Registrar where
indicated.
Please return an executed copy of each of the documents to our office. We would also
appreciate electronic scans for facilitating closing with the Iowa Finance Authority.
If any questions arise, please don't hesitate to call.
Very truly yours,
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
January 30, 2023
Page 2
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.)
02046554-1\10422-225