Proceedings to Direct Advertisement for Sale of $6,250,000 Taxable General Obligation Bonds, Series 2023ACity of Dubuque
City Council Meeting
Action Items # 06.
Copyrighted
July 5, 2023
ITEM TITLE: Proceedings to Direct Advertisement for Sale of $6,250,000 Taxable
General Obligation Bonds, Series 2023A, Approval of the Preliminary
Official Statement, and Approval of Electronic Bidding Procedures
SUMMARY: City Manager recommending City Council approval of the suggested
proceedings for approving the advertisement for sale, preliminary Official
Statement, and electronic bidding procedures for the $6,250,000 Taxable
General Obligation Bonds, Series 2023A.
RESOLUTION Setting the date for the sale of Taxable General Obligation
Corporate Purpose Bonds, Series 2023A and authorizing the use of a
preliminary official statement in connection therewith
SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description
Type
MVM Memo
City Manager Memo
Staff Memo
Staff Memo
Resolution
Resolutions
Preliminary Official Statement Supporting Documentation
THE CITY OF
DUB TE
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
Dubuque
Wamin CRI
vcrxrnritaxr
2007-2012.2013
2017*2019
SUBJECT: Proceedings to Direct Advertisement for Sale of $6,250,000 Taxable
General Obligation Bonds, Series 2023A, Approval of the Preliminary
Official Statement, and Approval of Electronic Bidding Procedures
DATE: June 28, 2023
Chief Financial Officer Jennifer Larson recommends City Council approval of the
suggested proceedings for approving the advertisement for sale, preliminary Official
Statement, and electronic bidding procedures for the $6,250,000 Taxable General
Obligation Bonds, Series 2023A.
The $6,250,000 Taxable Series 2023A bonds will provide $193,000 for build -out of
second floor of the Old Engine House, $176,000 for HVAC replacement at Fire
Headquarters at 11 West 9th Street, $4,300,000 for Dubuque Ice Center settling
remediation and building improvements, $600,000 for design of the Five Flags
renovation, $162,000 for costs related to the property acquisition for a new Downtown
Parking Ramp, $245,000 for parking ramp major maintenance repairs, and $574,000 for
issuance fees and contingency for fluctuations in the bond market for interest rates.
The $7,055,000 Taxable Series 2022B bonds will provide $550,000 for River Dock
Expansion, $803,000 for property acquisition for a new Downtown Parking Ramp,
$5,200,000 for Webber Property Purchase in Dubuque Industrial Center and $502,000
for issuance fees and contingency for fluctuations in the bond market for interest rates.
Although the City is selling General Obligation Bonds to support the projects, repayment
of the debt will be local option sales tax, Sanitary Sewer Fund, Dubuque Industrial
Center TIF and Greater Downtown TIF.
Although the City is selling General Obligation Bonds to support the projects, repayment
of the debt will be local option sales tax and Greater Downtown TIF.
The bond sale will be held on July 17, 2023. A letter from attorneys John Danos and
David Grossklaus detailing information on the bond advertisement is enclosed.
A draft copy of the preliminary Official Statement prepared by Dorsey & Whitney LLP
and City staff is enclosed. Careful review of the draft Official Statement by appropriate
City staff and members of the City Council is an important step in the offering of the
Bonds for sale to the public. The U.S. Securities and Exchange Commission (the
"Commission") has stated that "issuers are primarily responsible for the content of their
disclosure documents and may be held liable under the federal securities laws for
misleading disclosure." In several recent enforcement proceedings, the Commission
has made clear that it expects public officials to generally review disclosure documents
in light of their unique knowledge and perspectives on the issuer and its financial
circumstances, or else to ensure that appropriate procedures are in place to provide the
necessary review.
Rule 15c2-12 of the Commission requires prospective purchasers of the Bonds to
obtain and review an official statement that has been "deemed final" by the City prior to
submitting a bid to purchase the Bonds. For this purpose, the Official Statement may
omit certain information that is dependent upon the pricing of the issue (such as interest
rates, bond maturities and redemption features), but should otherwise be accurate and
complete.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
/ � k�4
Michael C. Van Milligen
MCVM/jml
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jennifer Larson, Chief Financial Officer
2
THE CITY OF
DUB FE
Masterpiece on the Mississippi
TO: Michael C. Van Milligen, City Manager
FROM: Jennifer Larson, Chief Financial Officer
Dubuque
AII•Aneries Cii
2007-2012.2013
2017*2019
SUBJECT: Proceedings to Direct Advertisement for Sale of $6,250,000 Taxable
General Obligation Bonds, Series 2023A, Approval of the Preliminary
Official Statement, and Approval of Electronic Bidding Procedures
DATE: June 28, 2023
INTRODUCTION
The purpose of this memorandum is to recommend the advertisement for the sale of the
$6,250,000 Taxable General Obligation Bonds, Series 2023A, approval of the
Preliminary Official Statement, and approval of the electronic bidding procedures.
DISCUSSION
On April 17, 2023, a public hearing was held on a bond issuance not to exceed
$6,250,000 General Obligation Bonds. The not to exceed amounts include a
contingency for fluctuations in the bond market for interest rates, bond issuance costs
and changes in project costs.
The $6,250,000 Taxable Series 2023A bonds will provide $193,000 for build -out of
second floor of the Old Engine House, $176,000 for HVAC replacement at Fire
Headquarters at 11 West 9th Street, $4,300,000 for Dubuque Ice Center settling
remediation and building improvements, $600,000 for design of the Five Flags
renovation, $162,000 for costs related to the property acquisition for a new Downtown
Parking Ramp, $245,000 for parking ramp major maintenance repairs, and $574,000 for
issuance fees and contingency for fluctuations in the bond market for interest rates.
Although the City is selling General Obligation Bonds to support the projects, repayment
of the debt will be local option sales tax and Greater Downtown TIF.
The bond sale will be held on July 17, 2023. A letter from attorneys John Danos and
David Grossklaus detailing information on the bond advertisement is enclosed.
A draft copy of the preliminary Official Statement prepared by Dorsey & Whitney LLP
and City staff is enclosed. Careful review of the draft Official Statement by appropriate
City staff and members of the City Council is an important step in the offering of the
Bonds for sale to the public. The U.S. Securities and Exchange Commission (the
"Commission") has stated that "issuers are primarily responsible for the content of their
disclosure documents and may be held liable under the federal securities laws for
misleading disclosure." In several recent enforcement proceedings, the Commission
has made clear that it expects public officials to generally review disclosure documents
in light of their unique knowledge and perspectives on the issuer and its financial
circumstances, or else to ensure that appropriate procedures are in place to provide the
necessary review.
Rule 15c2-12 of the Commission requires prospective purchasers of the Bonds to
obtain and review an official statement that has been "deemed final" by the City prior to
submitting a bid to purchase the Bonds. For this purpose, the Official Statement may
omit certain information that is dependent upon the pricing of the issue (such as interest
rates, bond maturities and redemption features), but should otherwise be accurate and
complete.
RECOMMENDATION
I respectfully recommend the adoption of the enclosed resolutions to approve the
advertisement for sale of the bonds, approve electronic bidding procedures, and
approve the preliminary official statement.
JML
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
QORSEY"
always ahead
June 27, 2023
Via Email
Jenny Larson
Chief Financial Officer/City Hall
Dubuque, Iowa
Re: Taxable General Obligation Corporate Purpose Bonds, Series 2023A
Our File No. 430411-5
Dear Jenny:
We have prepared and attach the necessary proceedings reflecting action to be taken at the
July 5, 2023 meeting to set July 17, 2023 as the date for the sale of Taxable General Obligation
Corporate Purpose Bonds, Series 2023A (the "Bonds") and to authorize the use of a preliminary
official statement (the "P.O.S.") in connection therewith. The proceedings attached include the
following items:
1. Minutes of the meeting, followed by the resolution providing for the authorization of
the P.O.S., setting the date for the sale of the Bonds, and authorizing distribution of a Notice of Sale.
2. Attestation Certificate with respect to the validity of the transcript.
Prior to the adoption of the resolution, you and the City Council should review the proposed
P.O.S., which we are preparing as disclosure counsel, carefully for accuracy and to ensure that there
are no important facts being left out of the document that might bear on potential risks to bond
holders. In addition, the financial and operating data set forth as Appendix A to the P.O.S. (which
Independent Financial Advisors, LLC has worked with you to prepare) should be carefully reviewed
for accuracy. As noted earlier, we are not reviewing the Appendix A data for accuracy
As soon as possible after the City Council meeting, please return one fully executed copy of
all of the completed pages in these proceedings. If you have any questions, please contact Erin
Regan, Cheryl Ritter or me.
Best regards,
John P. Danos
David D. Grossklaus
Attachments
cc: Crenna Brumwell
Adrienne Breitfelder
Michael Van Milligen
Tionna Pooler
8oi Grand Avenue I Suite 41001 Des Moines, IA 150309-8002 IT 515.283.10001 dorsey.com
Dubuque / 430411-5 / Set Sale & Auth POS Taxable
MINUTES TO SET DATE FOR SALE OF
BONDS AND AUTHORIZE OFFICIAL
STATEMENT FOR BONDS
430411-5
Dubuque, Iowa
July 5, 2023
The City Council of the City of Dubuque, Iowa, met on July 5,-2023, at 6:30 p.m., at the
Historic Federal Building, 350 W. 6t1i St., Second Floor Council Chambers, Dubuque, Iowa.
The meeting was called to order by the Mayor, and the roll being called, the following
named Council Members were present and absent:
Mayoe Cavanagh; Council Members Farber, Jones, Roussel]
Present: Sprank, ti4ethal
Council Member Resnick
Absent:
After due consideration and discussion, Council Member Wethal
introduced the following resolution and moved its adoption, seconded by Council Member
Farber . The Mayor put the question upon the adoption of said resolution, and
the roll being called, the following Council Members voted:
Attest:
Ayes:
Nays:
Roussell, Jones, Cavanagh, Farber, Wethal, Sprank
Whereupon, the Mayor declared the resolution duly adopted, as hereinafter set out.
9 a a •
At the conclusion of the meeting and, upon motion and vote, the City Council adjourned.
City Clerk
-2-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-5 1 Set Sale & Auth POS Taxable
RESOLUTION NO. 222-23
Resolution setting the date for the sale of Taxable General Obligation Corporate
Purpose Bonds, Series 2023A and authorizing the use of a preliminary official
statement in connection therewith
WHEREAS, the City of Dubuque (the "City"), in Dubuque County, State of Iowa,
heretofore proposed to enter into a loan agreement (the "Municipal Buildings Loan Agreement")
and to borrow money thereunder in a principal amount not to exceed $450,000, pursuant to the
provisions of Section 384.24A of the Code of Iowa, for the purpose of undertaking repairs and
improvements for municipal buildings, and in lieu of calling an election upon such proposal, has
published notice of the proposed action and has held a hearing thereon, and as of April 17, 2023,
no petition had been filed with the City asking that the question of entering into the Municipal
Buildings Loan Agreement; and
WHEREAS, the City also proposed to enter into a loan agreement (the "Parking Ramp
Facilities Loan Agreement") and to borrow money thereunder in a principal amount not to exceed
$450,000, pursuant to the provisions of Section 384.24A of the Code of Iowa, for the purpose of
undertaking repairs and improvements to municipal parking ramp facilities, and in lieu of calling
an election upon such proposal, has published notice of the proposed action and has held a hearing
thereon, and as of April 17, 2023, no petition had been filed with the City asking that the question
of entering into the Parking Ramp Facilities Loan Agreement; and
WHEREAS, the City also proposed to enter into a loan agreement (the "Five Flags Arena
Loan Agreement") and to borrow money thereunder in a principal amount not to exceed $700,000,
pursuant to the provisions of Section 384.24A of the Code of Iowa, for the purpose of undertaking
repairs and improvements to the Five Flags Arena facilities, and in lieu of calling an election upon
such proposal, has published notice of the proposed action and has held a hearing thereon, and as
of April 17, 2023, no petition had been filed with the City asking that the question of entering into
the Five Flags Arena Loan Agreement; and
WHEREAS, the City also proposed to enter into a loan agreement (the "Urban Renewal
Loan Agreement" and together with the Municipal Buildings Loan Agreement, the Parking Ramp
Facilities Loan Agreement, and the Five Flags Arena Loan Agreement, the "Loan Agreements"),
pursuant to the provisions of Section 384.24A and Section 384.24.3(q) of the Code of Iowa, and
to borrow money thereunder in a principal amount not to exceed $4,650,000 for the purpose of
paying the costs, to that extent, of undertaking the Mystique Community lee Center (Dubuque Ice
Arena) Settling Remediation and Building Improvements Project, an authorized urban renewal
project in the Dubuque Greater Downtown Urban Renewal Area, and in lieu of calling an election
upon such proposal, has published notice of the proposed action and has held a hearing thereon,
and as of April 17, 2023, no petition had been filed with the City asking that the question of
entering into the Urban Renewal Loan Agreement; and
WHEREAS, pursuant to the provisions of Section 384.28 of the Code of Iowa, the City
combined its authority under the Loan Agreements into a single loan agreement (the "Loan
Agreement"); and
-3-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-5 / Set Sale & Auth POS Taxable
WHEREAS, a Preliminary Official Statement (the "P.O.S.") has been prepared to
facilitate the sale of Taxable General Obligation Corporate Purpose Bonds, Series 2023A (the
"Bonds") to be issued in evidence of the obligation of the City under the Loan Agreement, and it
is now necessary to make provision for the approval of the P.O.S. and to authorize its use by
Independent Public Advisors, LLC, as municipal financial advisor (the "Municipal Advisor") to
the City; and
WHEREAS, it is now necessary to set the date for the sale of the Bonds and to make
provision for the advertisement thereof,
NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa,
as follows:
Section 1. The City Staff are hereby authorized to take such action as shall be
deemed necessary and appropriate, with the assistance of Dorsey & Whitney LLP (the
"Disclosure Counsel"), as bond and disclosure counsel to the City, and the Municipal Advisor, to
prepare the P.O.S. describing the Bonds and providing for the terms and conditions of their sale,
and all action heretofore taken in this regard is hereby ratified and approved.
Section 2. The use by the Municipal Advisor of the P.O.S. relating to the Bonds in
substantially the form as has been presented to and considered by the City Council is hereby
approved, and the Municipal Advisor, together with Disclosure Counsel, are hereby authorized
to prepare and use a final Official Statement for the Bonds substantially in the form of the P.O.S.
but with such changes therein as are required to conform the same to the terms of the Bonds and
the resolution, when adopted, providing for the sale and issuance of the Bonds, and the Chief
Financial Officer is hereby authorized and directed to execute a final Official Statement for the
Bonds, if requested. The P.O.S. as of its date is deemed final by the City within the meaning of
Rule 15(c)(2)-12 of the Securities and Exchange Commission.
Section 3. Sealed bids for the purchase of the Bonds shall be received and canvassed
on behalf of the City until 10:00 a.m. on July 17, 2023, at the City Hall in the City, and the City
Council shall meet at the same place, on the same date, at 6:30 p.m., for the purpose of
considering such bids received and considering and passing a resolution providing for the award
of the Bonds, and the Municipal Advisor is hereby authorized and directed to disseminate the
notice of said sale, in compliance with the Internal Revenue Service regulations governing "Issue
Price" determinations, such notice to minimally contain information regarding Establishment of
Issue Price set forth in the "Terms of Offering" attached to the P.O.S. and to be in such form as
the Municipal Advisor may deem to be appropriate.
Section 4. Pursuant to Section 75.14 of the Code of Iowa, the City Council hereby
authorizes the use of electronic bidding procedures for the sale of the Bonds through PARITY®,
and hereby finds and determines that the PARITY® competitive bidding system will provide
reasonable security and maintain the integrity of the competitive bidding process and will
facilitate the delivery of bids by interested parties under the circumstances of this bond sale.
Section 5. All resolutions or parts thereof in conflict herewith are hereby repealed to
the extent of such conflict.
-4-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-5 / Set Sale & Auth PQS Taxable
Section 6. This resolution shall be in full force and effect immediately upon its
adoption and approval, as provided by law.
Passed and approved July 5, 2023.
Mayor
Attest:
City Clerk
-5-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 43041 l-5 / Set Sale & Auth POS Taxable
ATTESTATION CERTIFICATE
STATE OF IOWA
DUBUQUE COUNTY SS:
CITY OF DUBUQUE
I, the undersigned, City Clerk of the City of Dubuque, do hereby certify that attached hereto
is a true and correct copy of all of the proceedings of the City Council relating to the fixing of a
date for the sale of Taxable General Obligation Corporate Purpose Bonds, Series 2023A and
approving a preliminary official statement for the sale of the Bonds, as referred to herein.
WITNESS MY HAND this t� day of 2023,
G�
City Clerk
-6-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
PRELIMINARY OFFICIAL STATEMENT DATED JULY , 2023
NEW ISSUE — DTC BOOK ENTRY ONLY RATING: Moody's: "[_]"
(See "Rating" herein.)
Interest on the Bonds is includible in gross income of the owners thereof for the purposes of federal income taxation as discussed
under the heading "TAX CONSIDERATIONS" herein. Interest on the Bonds is not exempt from present Iowa income taxes.
Dated: Date of Delivery
$690909000*
City of Dubuque, Iowa
Taxable General Obligation Corporate Purpose Bonds,
Series 2023A
Due: As shown on inside cover
The $6,090,000* Taxable General Obligation Corporate Purpose Bonds, Series 2023A (the "Bonds"), are being issued in fully
registered form in denominations of $5,000 or any integral multiple thereof pursuant to the provisions of Chapters 384 and 76 of the
Code of Iowa, 2023, as amended and a resolution authorizing issuance of the Bonds (the "Resolution") expected to be adopted by the
City of Dubuque, Iowa (the "Issuer" or the "City") on July 17, 2023 `. The Depository Trust Company, New York, New York ("DTC")
will act as the securities depository for the Bonds and its nominee, Cede & Co., will be the registered owner of the Bonds. Individual
purchases of the Bonds will be recorded on a book -entry only system operated by DTC. Purchasers of the Bonds will not receive
certificates representing their interest in the Bonds purchased. So long as DTC or its nominee, Cede & Co., is the Bondholder, the
principal of, premium, if any, and interest on the Bonds will be paid by UMB Bank, n.a., West Des Moines, Iowa, as Registrar and
Paying Agent (the "Registrar"), or its successor, to DTC, or its nominee, Cede & Co. Disbursement of such payments to the Beneficial
Owners is the responsibility of the DTC Participants as more fully described herein. Neither the Issuer nor the Registrar will have
any responsibility or obligation to such DTC Participants, indirect participants or the persons for whom they act as nominee with
respect to the Bonds. See "APPENDIX F — BOOK -ENTRY SYSTEM" herein.
The Bonds will bear interest from their dated date, payable semiannually on each June 1 and December 1, commencing December 1,
2023. The Bonds are subject to mandatory sinking fund redemption by the Issuer prior to their stated maturities in the manner and at
the time described herein. All of the Bonds then outstanding are subject to optional redemption at the option of the Issuer, as a whole
or in part, from any source of available funds, on June 1, 2031, or on any date thereafter at a redemption price equal to the principal
amount of the Bonds, together with accrued interest to the date fixed for redemption, without premium. See "THE BONDS —
Redemption" herein.
The Bonds and the interest thereon are general obligations of the Issuer, and all taxable property within the corporate boundaries of
the Issuer is subject to the levy of taxes to pay the principal of and interest on the Bonds without constitutional or statutory limitation
as to rate or amount. See "SECURITY AND SOURCE OF PAYMENT" herein.
Proceeds of the Bonds will be used for the purpose of paying the cost, to that extent of (i) undertaking repairs and improvements for
municipal buildings; (ii) undertaking repairs and improvements to municipal parking ramp facilities; (iii) undertaking repairs and
improvements to the Five Flags Arena facilities; (iv) undertaking the Mystique Community Ice Center (Dubuque Ice Arena) Settling
Remediation and Building Improvements Project, an authorized urban renewal project in the Dubuque Greater Downtown Urban
Renewal Area; and (v) paying certain costs of issuance related to the Bonds. See "PLAN OF FINANCING" herein.
The Bonds are being offered when, as and if issued by the Issuer and accepted by the Underwriter, subject to receipt of an opinion as
to legality and validity by Dorsey & Whitney LLP, Des Moines, Iowa, Bond Counsel. Dorsey & Whitney LLP is also serving as
Disclosure Counsel to the Issuer in connection with the issuance of the Bonds. It is expected that the Bonds in the definitive form
will be available for delivery through the facilities of DTC on or about August 1, 2023.'
The Date of this Official Statement is July _, 2023
Preliminary, subject to change
$690909000*
City of Dubuque, Iowa
Taxable General Obligation Corporate Purpose Bonds,
Series 2023A
MATURITY SCHEDULE
Due Amount . Rate ` Yield . Cusip Num.'s
June 1, 2025 $200,000
June 1, 2026 $215,000
June 1, 2027 $220,000
June 1, 2028 $230,000
June 1, 2029 $245,000
June 1, 2030 $250,000
June 1, 2031 $265,000
June 1, 2032 $280,000
June 1, 2033 $290,000
June 1, 2034 $305,000
Due Amount ' Rate . Yield
June 1, 2035 $320,000
June 1, 2036 $340,000
June 1, 2037 $360,000
June 1, 2038 $375,000
June 1, 2039 $395,000
June 1, 2040 $415,000
June 1, 2041 $440,000
June 1, 2042 $460,000
June 1, 2043 $485,000
$,000' %* Term Bond due June 1, 20 , Yield %*, CUSIP"
Cusip Num.»«
Preliminary, subject to change
k CUSIP numbers shown above have been assigned by a separate organization not affiliated with the Issuer. The Issuer has not selected nor is responsible for
selecting the CUSIP numbers assigned to the Bonds nor do they make any representation as to the correctness of such CUSIP numbers on the Bonds or as indicated
above.
No dealer, broker, salesman or any other person has been authorized to give any information or to make any representations other than
those contained in this Official Statement and, if given or made, such information or representations must not be relied upon as having
been authorized by the Issuer or the Underwriter. This Official Statement does not constitute an offer to sell or a solicitation of any
offer to buy any of the securities offered hereby in any state to any persons to whom it is unlawful to make such offer in such state.
Except where otherwise indicated, this Official Statement speaks as of the date hereof. Neither the delivery of this Official Statement
nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Issuer
since the date hereof.
The information set forth herein has been obtained from the Issuer and from other sources that are believed to be reliable, but it is not
guaranteed as to accuracy or completeness, and is not to be construed as a representation, by the Underwriter. The Underwriter has
provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official
Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and
circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
No representation is made regarding whether the Bonds constitute legal investments under the laws of any state for banks, savings banks,
savings and loan associations, life insurance companies, and other institutions organized in such state, or fiduciaries subject to the laws
of such state.
This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official
Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as
such and are not to be construed as a representation of facts.
THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION BY REASON OF
THE PROVISIONS OF SECTION 3(a)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED. THE REGISTRATION OR
QUALIFICATIONS OF THE BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF SECURITIES LAWS OF THE
STATES IN WHICH THE BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM
REGISTRATION OR QUALIFICATION IN OTHER STATES SHALL NOT BE REGARDED AS A RECOMMENDATION
THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE BONDS
OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE
CONTRARY MAY BE A CRIMINAL OFFENSE.
THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES ATTACHED HERETO, CONTAINS STATEMENTS WHICH
SHOULD BE CONSIDERED "FORWARD -LOOKING STATEMENTS," MEANING THEY REFER TO POSSIBLE FUTURE
EVENTS OR CONDITIONS. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY THE WORDS SUCH AS
"ANTICIPATED," "PLAN," "EXPECT," "PROJECTED," "ESTIMATE," "BUDGET," "PRO FORMA," "FORECAST," "INTEND,"
OR OTHER WORDS OF SIMILAR IMPORT. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS
CONTAINED IN SUCH FORWARD -LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS, WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS TO DIFFER FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD -LOOKING STATEMENTS.
THE ISSUER DOES NOT EXPECT OR INTEND TO UPDATE OR REVISE ANY FORWARD -LOOKING STATEMENTS
CONTAINED HEREIN IF OR WHEN ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH
SUCH STATEMENTS ARE BASED OCCUR.
References to website addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for
the reader's convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated
into, and are not part of, this Official Statement for purposes of, and as that term is defined in, Securities and Exchange Commission
Rule 15c2-12.
In connection with the issuance of the Bonds, the Issuer will enter into a Continuing Disclosure Certificate. See "APPENDIX C —
FORM OF CONTINUING DISCLOSURE CERTIFICATE."
TABLE OF CONTENTS
INTRODUCTION..................................................................................................................................................................................... 1
THEISSUER............................................................................................................................................................................................. 1
THEBONDS............................................................................................................................................................................................. 1
SECURITY AND SOURCE OF PAYMENT........................................................................................................................................... 2
BONDHOLDERS' RISKS........................................................................................................................................................................ 2
LITIGATION............................................................................................................................................................................................. 5
ACCOUNTANT........................................................................................................................................................................................ 6
MUNICIPALADVISOR........................................................................................................................................................................... 6
PLANOF FINANCING............................................................................................................................................................................ 6
SOURCES AND USES OF FUNDS......................................................................................................................................................... 6
TAXCONSIDERATIONS........................................................................................................................................................................ 6
LEGALMATTERS................................................................................................................................................................................... 8
RATING.................................................................................................................................................................................................... 8
CONTINUING DISCLOSURE................................................................................................................................................................. 8
UNDERWRITING.................................................................................................................................................................................... 8
MISCELLANEOUS.................................................................................................................................................................................. 8
APPENDIX A - INFORMATION ABOUT THE ISSUER................................................................................................................ A-1
APPENDIX B - FORM OF BOND COUNSEL OPINION.................................................................................................................B-1
APPENDIX C - FORM OF CONTINUING DISCLOSURE CERTIFICATE.................................................................................... C-1
APPENDIX D - AUDITED FINANCIAL STATEMENTS OF THE ISSUER...................................................................................D-1
APPENDIX E - BOOK -ENTRY SYSTEM......................................................................................................................................... E-1
ii
OFFICIAL STATEMENT
$6,090,000*
City of Dubuque, Iowa
Taxable General Obligation Corporate Purpose Bonds, Series 2023A
INTRODUCTION
The purpose of this Official Statement, including the cover page and the appendices hereto (the "Official Statement"), is to set forth
certain information in conjunction with the sale of $6,090,000" Taxable General Obligation Corporate Purpose Bonds, Series 2023A
(the "Bonds"), of the City of Dubuque, Iowa (the "Issuer" or the "City"). This Introduction is not a summary of this Official Statement,
but is only a brief description of the Bonds and certain other matters. Such description is qualified by reference to the entire Official
Statement and the documents summarized or described herein. This Official Statement should be reviewed in its entirety. The offering
of the Bonds to potential investors is made only by means of the entire Official Statement, including the appendices attached hereto.
All statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set
forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Copies of
statutes, resolutions, ordinances, reports or other documents referred to herein are available, upon request, from the Issuer.
The Bonds are being issued pursuant to the provisions of Chapters 384 and 76 of the Code of Iowa, 2023, as amended (collectively, the
"Act") and a resolution expected to be adopted by the Issuer on July 17, 2023k (the "Resolution"), to evidence the obligations of the
Issuer under a loan agreement between the Issuer and the Underwriter (the "Loan Agreement").
The Bonds and the interest thereon are general obligations of the Issuer, and all taxable property within the corporate boundaries of the
Issuer is subject to the levy of taxes to pay the principal of and interest on the Bonds without constitutional or statutory limitation as to
rate or amount. See "SECURITY AND SOURCE OF PAYMENT" herein.
Proceeds of the Bonds will be used for the purpose of paying the cost, to that extent, of (i) undertaking repairs and improvements for
municipal buildings; (ii) undertaking repairs and improvements to municipal parking ramp facilities; (iii) undertaking repairs and
improvements to the Five Flags Arena facilities; (iv) undertaking the Mystique Community Ice Center (Dubuque Ice Arena) Settling
Remediation and Building Improvements Project, an authorized urban renewal project in the Dubuque Greater Downtown Urban
Renewal Area; and (v) paying certain costs of issuance related to the Bonds. See "PLAN OF FINANCING" and "SOURCES AND
USES OF FUNDS" herein.
THE ISSUER
The Issuer, with a 2020 U.S. Census population of 59,667, comprises approximately 32.01 square miles. The Issuer operates under a
statutory form of government consisting of a five -member City Council, of which the Mayor is not a voting member. Additional
information concerning the Issuer is included in "APPENDIX A — INFORMATION ABOUT THE ISSUER" hereto.
THE BONDS
General
The Bonds will be issued in fully registered form only, without coupons. The Bonds will be initially registered in the name of Cede &
Co., as nominee of DTC. DTC will act as securities depository of the Bonds. Interest on and principal of the Bonds are payable in
lawful money of the United States of America.
The Bonds are dated as of the date of their delivery, will mature on June 1 in the years and in the amounts set forth on the inside cover
page hereof, and will bear interest at the rates to be set forth on the inside cover page hereof. Interest on the Bonds is payable
semiannually on June 1 and December 1 in each year, beginning on December 1, 2023, calculated on the basis of a year of 360 days and
twelve 30-day months. Interest shall be payable to the persons who were registered owners thereof as of the fifteenth day of the month
immediately preceding the interest payment date, to the addresses appearing on the registration books maintained by the Registrar or
such other address as is furnished to the Registrar in writing by a registered owner. The Bonds are issuable in denominations of $5,000
or any integral multiple thereof.
Redemption
Optional Redemption. All of the Bonds then outstanding are subject to redemption at the option of the Issuer, as a whole or in part,
from any source of available funds, beginning June 1, 2031, or on any date thereafter at a redemption price equal to the principal amount
of the Bonds, together with accrued interest to the date fixed for redemption, without premium.
Preliminary, subject to change.
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Mandatory Sinking Fund Redemption. The Bonds identified below are subject to mandatory redemption (by lot, as selected by the
Registrar) on June 1 in each of the years set forth below at a redemption price of 100% of the principal amount thereof to be redeemed,
plus accrued interest thereon to the redemption date in the following principal amounts:
Term Bond Maturing June 1, 20_
Date Amount
June 1, 20
June 1, 20 (maturity)
Selection of Bonds for Redemption. Bonds subject to redemption (other than mandatory sinking fund redemption) will be selected in
such order of maturity as the Issuer may direct. If less than all of the Bonds of a single maturity are to be redeemed, the Bonds to be
redeemed will be selected by lot or other random method by the Registrar in such a manner as the Registrar may determine.
Notice of Redemption. Prior to the redemption of any Bonds under the provisions of the Resolution, the Registrar shall give notice by
certified mail or electronic means not less than thirty (30) days prior to the redemption date to each registered owner thereof.
SECURITY AND SOURCE OF PAYMENT
General
Pursuant to the Resolution and the Act, the Bonds and the interest thereon are general obligations of the Issuer, and all taxable property
within the corporate boundaries of the Issuer is subject to the levy of taxes to pay the principal of and interest on the Bonds without
constitutional or statutory limitation as to rate or amount. See "APPENDIX A — INFORMATION ABOUT THE ISSUER."
Section 76.2 of the Code of Iowa, 2023, as amended (the "Iowa Code") provides that when an Iowa political subdivision issues general
obligation bonds, the governing authority of such political subdivision shall, by resolution adopted before issuing the bonds, provide for
the assessment of an annual levy upon all the taxable property in the political subdivision sufficient to pay the interest and principal of
the bonds. A certified copy of this resolution shall be filed with the County Auditor in which the Issuer is located, giving rise to a duty
of the County Auditor to annually enter this levy for collection from the taxable property within the boundaries of the Issuer, until funds
are realized to pay the bonds in full.
For the purpose of providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on the Bonds
as the same become due, the Resolution provides for the levy of a tax sufficient for that purpose on all the taxable property in the Issuer
in each of the years while the Bonds are outstanding. The Issuer shall file a certified copy of the Resolution with the County Auditor,
pursuant to which the County Auditor is instructed to enter for collection and assess the tax authorized. When annually entering such
taxes for collection, the County Auditor shall include the same as a part of the tax levy for Debt Service Fund purposes of the Issuer and
when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the Issuer and set aside therein as a special
account to be used solely and only for the payment of the principal of and interest on the Bonds and for no other purpose whatsoever.
Pursuant to the provisions of Section 76.4 of the Iowa Code, each year while the Bonds remain outstanding and unpaid, any funds of
the Issuer which may lawfully be applied for such purpose, may be appropriated, budgeted and, if received, used for the payment of the
principal of and interest on the Bonds as the same become due, and if so appropriated, the taxes for any given fiscal year as provided
for in the Resolution, shall be reduced by the amount of such alternate funds as have been appropriated for said purpose and evidenced
in the Issuer's budget. While not pledged to Bondholders, the Issuer may use tax increment revenues for the payment of the principal
of and interest on the Bonds.
BONDHOLDERS' RISKS
An investment in the Bonds involves an element of risk. In order to identify risk factors and make an informed investment decision,
potential investors should be thoroughly familiar with this entire Official Statement (including the appendices hereto) in order to make
a judgment as to whether the Bonds are an appropriate investment.
Tax Levy Procedures
The Bonds are general obligations of the Issuer, payable from and secured by a continuing ad -valorem tax levied against all of the
taxable property within the boundaries of the Issuer. As part of the budgetary process of the Issuer each fiscal year, the Issuer will have
an obligation to request a debt service levy to be applied against all of the taxable property within the boundaries of the Issuer. A failure
on the part of the Issuer to make a timely levy request or a levy request by the Issuer that is inaccurate or is insufficient to make full
payments of the debt service on the Bonds for a particular fiscal year may cause Bondholders to experience delay in the receipt of
distributions of principal of and/or interest on the Bonds.
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Changes in Property Taxation
From time to time the Iowa General Assembly has altered the method of property taxation and could do so again. Any alteration in
property taxation structure could affect property tax revenues available to pay the Bonds.
Historically, the Iowa General Assembly has applied changes in property taxation structure on a prospective basis; however, there is no
assurance that future changes in property taxation structure by the Iowa General Assembly will not be retroactive. It is impossible to
predict the outcome of future property tax changes by the Iowa General Assembly or their potential negative impact, if any, on the
Bonds and the security for the Bonds.
Matters Relating to Enforceability of Agreements
Bondholders shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of
the State of Iowa and of the United States of America for the enforcement of payment of the Bonds, including, but not limited to, the
right to a proceeding in law or in equity by suit, action or mandamus to enforce and compel performance of the duties required by Iowa
law and the Resolution.
The practical realization of any rights upon any default will depend upon the exercise of various remedies specified in the Resolution or
the Loan Agreement. The remedies available to the Bondholders upon an event of default under the Resolution or the Loan Agreement,
in certain respects, may require judicial action, which is often subject to discretion and delay. Under existing law, including specifically
the federal bankruptcy code, certain of the remedies specified in the Loan Agreement or the Resolution may not be readily available or
may be limited. A court may decide not to order the specific performance of the covenants contained in these documents. The legal
opinions to be delivered concurrently with the delivery of the Bonds will be qualified as to the enforceability of the various legal
instruments by limitations imposed by general principles of equity and public policy and by bankruptcy, reorganization, insolvency or
other similar laws affecting the rights of creditors generally.
No representation is made, and no assurance is given, that the enforcement of any remedies will result in sufficient funds to pay all
amounts due under the Resolution or the Loan Agreement, including principal of and interest on the Bonds.
Secondary Market
There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that such Bonds can be
sold for any particular price. Occasionally, because of general market conditions or because of adverse history of economic prospects
connected with a particular issue, secondary marketing practices in connection with a particular Bond or Bonds issue are suspended or
terminated. Additionally, prices of bond or note issues for which a market is being made will depend upon then prevailing circumstances.
Such prices could be substantially different from the original purchase price of the Bonds.
EACH PROSPECTIVE PURCHASER IS RESPONSIBLE FOR ASSESSING THE MERITS AND RISKS OF AN INVESTMENT IN
THE BONDS AND MUST BE ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT. THE SECONDARY MARKET
FOR THE BONDS, IF ANY, COULD BE LIMITED.
Rating Loss
Moody's Investors Service, Inc. ("Moody's") has assigned a rating of "[_]" to the Bonds. Generally, a rating agency bases its rating
on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance that
the rating will continue for any given period of time, or that such rating will not be revised, suspended or withdrawn, if, in the judgment
of Moody's, circumstances so warrant. A revision, suspension or withdrawal of a rating may have an adverse effect on the market price
of the Bonds.
Bankruptcy and Insolvency
The rights and remedies provided in the Resolution may be limited by and are subject to the provisions of federal bankruptcy laws, to
other laws or equitable principles that may affect the enforcement of creditor's rights, to the exercise of judicial discretion in appropriate
cases and to limitations in legal remedies against exercise of judicial discretion in appropriate cases and to limitations on legal remedies
against municipal corporations in the State of Iowa. The various opinions of counsel to be delivered with respect to the Bonds, the Loan
Agreement and the Resolution, including the opinion of Bond Counsel, will be similarly qualified. If the Issuer were to file a petition
under chapter nine of the federal bankruptcy code, the owners of the Bonds could be prohibited from taking any steps to enforce their
rights under the Resolution. In the event the Issuer fails to comply with its covenants under the Resolution or fails to make payments
on the Bonds, there can be no assurance of the availability of remedies adequate to protect the interests of the holders of the Bonds.
Under sections 76.16 and 76.16A of the Iowa Code, a city, county, or other political subdivision may become a debtor under chapter
nine of the federal bankruptcy code, if it is rendered insolvent, as defined in 11 U.S.C. §101(32)(c), as a result of a debt involuntarily
incurred. As used therein, "debt" means an obligation to pay money, other than pursuant to a valid and binding collective bargaining
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agreement or previously authorized bond issue, as to which the governing body of the city, county, or other political subdivision has
made a specific finding set forth in a duly adopted resolution of each of the following: (1) that all or a portion of such obligation will
not be paid from available insurance proceeds and must be paid from an increase in general tax levy; (2) that such increase in the general
tax levy will result in a severe, adverse impact on the ability of the city, county, or political subdivision to exercise the powers granted
to it under applicable law, including without limitation providing necessary services and promoting economic development; (3) that as
a result of such obligation, the city, county, or other political subdivision is unable to pay its debts as they become due; and (4) that the
debt is not an obligation to pay money to a city, county, entity organized pursuant to chapter 28E of the Iowa Code, or other political
subdivision.
Forward -Looking Statements
This Official Statement contains statements relating to future results that are "forward -looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. When used in this Official Statement, the words "anticipated," "plan," "expect," "projected,"
"estimate," "budget," "pro forma," "forecast," "intend," and similar expressions identify forward -looking statements. Any forward -
looking statement is subject to uncertainty. Accordingly, such statements are subject to risks that could cause actual results to differ,
possibly materially, from those contemplated in such forward -looking statements. Inevitably, some assumptions used to develop
forward -looking statements will not be realized or unanticipated events and circumstances may occur. Therefore, investors should be
aware that there are likely to be differences between forward -looking statements and the actual results. These differences could be
material and could impact the availability of funds of the Issuer to pay debt service when due on the Bonds.
DTC-Beneficial Owners
Beneficial Owners of the Bonds may experience some delay in the receipt of distributions of principal of and interest on the Bonds since
such distributions will be forwarded by the Paying Agent to DTC and DTC will credit such distributions to the accounts of the
Participants which will thereafter credit them to the accounts of the Beneficial Owner either directly or indirectly through indirect
Participants. Neither the Issuer nor the Paying Agent will have any responsibility or obligation to assure that any such notice or payment
is forwarded by DTC to any Participants or by any Participant to any Beneficial Owner.
In addition, since transactions in the Bonds can be effected only through DTC Participants, indirect participants and certain banks, the
ability of a Beneficial Owner to pledge the Bonds to persons or entities that do not participate in the DTC system, or otherwise to take
actions in respect of such Bonds, may be limited due to lack of a physical certificate. Beneficial Owners will be permitted to exercise
the rights of registered Owners only indirectly through DTC and the Participants. See "APPENDIX F — BOOK -ENTRY SYSTEM."
Proposed Federal Tax Legislation
From time to time, Presidential proposals, federal legislative committee proposals or legislative proposals are made that would, if
enacted, alter or amend one or more of the federal tax matters described herein in certain respects or would adversely affect the market
value of the Bonds. It cannot be predicted whether or in what forms any of such proposals that may be introduced, may be enacted and
there can be no assurance that such proposals will not apply to the Bonds. See "TAX CONSIDERATIONS" herein.
Cybersecurity
The Issuer, like many other public and private entities, relies on a large and complex technology environment to conduct its operations.
As such, it may face multiple cybersecurity threats including but not limited to, hacking, viruses, malware and other attacks on computer
or other sensitive digital systems and networks. There can be no assurances that any security and operational control measures
implemented by the Issuer will be completely successful to guard against and prevent cyber threats and attacks. Failure to properly
maintain functionality, control, security, and integrity of the Issuer's information systems could impact business operations and systems,
and the costs of remedying any such damage could be significant.
Pension Information
The Issuer contributes to the Iowa Public Employees' Retirement System ("IPERS"), which is a state-wide multiple -employer cost -
sharing defined benefit pension plan administered by the State of Iowa. IPERS provides retirement and death benefits which are
established by State statute to plan members and beneficiaries. All full-time employees of the Issuer not covered by MFPRSI (defined
herein) are required to participate in IPERS. IPERS plan members are required to contribute a percentage of their annual salary, in
addition to the Issuer being required to make annual contributions to IPERS. Contribution amounts are set by State statute. The IPERS
Annual Comprehensive Financial Report for its fiscal year ended June 30, 2022 (the "IPERS ACFR"), indicates that as of June 30, 2022,
the date of the most recent actuarial valuation for IPERS, the funded ratio of IPERS was 89.50%, and the unfunded actuarial liability
was approximately $4.616 billion. The IPERS ACFR identifies the IPERS Net Pension Liability at June 30, 2022, at approximately
$3.778 billion, while its net pension asset at June 30, 2021, was approximately $345.2 million. The IPERS ACFR is available on the
IPERS website, or by contacting IPERS at 7401 Register Drive, Des Moines, IA 50321. See "APPENDIX D — AUDITED FINANCIAL
STATEMENTS OF THE ISSUER" for additional information on IPERS.
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Bond Counsel, Disclosure Counsel, the Municipal Advisor and the Issuer undertake no responsibility for and make no representations
as to the accuracy or completeness of the information available from the IPERS discussed above or included on the IPERS, website,
including, but not limited to, updates of such information on the State Auditor's website or links to other internet sites accessed through
the IPERS website.
In fiscal year ended June 30, 2022, the Issuer's IPERS contribution totaled approximately $2,534,695. The Issuer is current in its
obligations to IPERS.
Pursuant to Governmental Accounting Standards Board Statement No. 68, IPERS has allocated the net pension liability among its
members, with the Issuer's identified portion at June 30, 2022, at approximately $441,239. While the Issuer's contributions to IPERS
are controlled by state law, there can be no assurance the Issuer will not be required by changes in State law to increase its contribution
requirement in the future, which may have the effect of negatively impacting the finances of the Issuer. See "APPENDIX D — AUDITED
FINANCIAL STATEMENTS OF THE ISSUER" for additional information on pension and liabilities of the Issuer.
The Issuer also contributes to the Municipal Fire and Police Retirement System of Iowa ("MFPRSI"), which is a multiple -employer
cost -sharing defined benefit pension plan for fire fighters and police officers, administered under Chapter 411 of the Code of Iowa.
MFPRSI plan members are required to contribute a percentage of their annual salary, in addition to the Issuer being required to make
annual contributions to MFPRSI. Contribution amounts are set by State statute. The MFPRSI Annual Comprehensive Financial Report
for its fiscal year ended June 30, 2022 (the "MFPRSI Report") indicates that as of June 30, 2022, the date of the most recent actuarial
valuation for MFPRSI, the funded ratio of MFPRSI was 84.43%, and the unfunded actuarial liability was approximately $568.4 million.
The MFPRSI Report identifies the MFPRSI Net Pension Liability at June 30, 2022, at approximately $561.6 million, while its net
pension liability at June 30, 2021, at approximately $224.6 million. The MFPRSI Report is available on the MFPRSI website. See
"APPENDIX D — AUDITED FINANCIAL STATEMENTS OF THE ISSUER" for additional information on MFPRSI.
Bond Counsel, Disclosure Counsel, the Municipal Advisor and the Issuer undertake no responsibility for and make no representations
as to the accuracy or completeness of the information available from the MFPRSI discussed above or included on the MFPRSI website,
including, but not limited to, updates of such information on the State Auditor's website or links to other internet sites accessed through
the MFPRSI website.
In fiscal year 2022, the Issuer's MFPRSI contribution totaled approximately $3,823,085. The Issuer is current in its obligations to
MFPRSI.
Pursuant to Governmental Accounting Standards Board Statement No. 68, MFPRSI has allocated the net pension liability among its
members, with the Issuer's identified portion at June 30, 2022 at approximately $9,964,114. While the Issuer's contributions to MFPRSI
are controlled by state law, there can be no assurance the Issuer will not be required by changes in State law to increase its contribution
requirement in the future, which may have the effect of negatively impacting the finances of the Issuer. See "APPENDIX D — AUDITED
FINANCIAL STATEMENTS OF THE ISSUER" for additional information on pension and liabilities of the Issuer.
Other Post -Employment Benefits ("OPEB") Information
The Issuer operates a single -employer retiree benefit plan which provides post -employment benefits for eligible participants enrolled in
Issuer -sponsored plans. Group insurance benefits are established under the Iowa Code, Chapter 509A.13. At June 30, 2022, no assets
have been accumulated in a trust that meets the criteria in paragraph 4 of GASB Statement No. 75. To be eligible for the health insurance
coverage, retirees must be at least 55 years old, have completed 4 years of service, and be vested with either IPERS or MFPRSI. In
addition to the health eligibility coverage requirements, one must have belonged to a bargaining group to be eligible for life insurance
benefits. There are approximately 615 active and 40 retired members in the plan, as of most recent actuarial valuation report. The
contribution requirements of plan members are established and may be amended by the City. The City currently finances the retiree
benefit plan on a pay-as-you-go basis. The City's OPEB liability of $5,827,804 was measured as of June 30, 2022, and was determined
by an actuarial valuation as of June 30, 2022. The City's proportion is based on the number of employees in the plan. The City's
proportion was 98.60% as of June 30, 2022. See "APPENDIX D — AUDITED FINANCIAL STATEMENTS OF THE ISSUER" for
additional information on other post -employment benefits of the Issuer.
Summary
The foregoing is intended only as a summary of certain risk factors attendant to an investment in the Bonds. In order for potential
investors to identify risk factors and make an informed investment decision, potential investors should become thoroughly familiar with
this entire Official Statement and the appendices hereto.
LITIGATION
The Issuer encounters litigation occasionally, as a course of business; [however, no litigation currently exists that is not believed to be
covered by current insurance carriers and the Issuer is not aware of any pending litigation that questions the validity of these Bonds].
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ACCOUNTANT
The financial statements of the Issuer as of and for the year ended June 30, 2022, included in this Official Statement as Appendix D,
have been audited by FORVIS, LLP West Des Moines, Iowa, independent auditors, as stated in their report appearing herein. FORVIS,
LLP has not been engaged to perform, and has not performed, any procedures on the financial statements after June 30, 2022, and also
has not performed any procedures relating to this Official Statement.
MUNICIPAL ADVISOR
The Issuer has retained Independent Public Advisors, LLC, West Des Moines, Iowa, as municipal advisor (the "Municipal Advisor") in
connection with the preparation of the issuance of the Bonds. The Municipal Advisor assisted in the preparation of Appendix A hereto
and in other matters relating to the planning, structuring and issuance of the Bonds. In assisting with the preparation of the Appendix
A, the Municipal Advisor has relied on government officials, and other sources to provide accurate information for disclosure purposes.
The Municipal Advisor is not obligated to undertake, and has not undertaken, an independent verification of the accuracy, completeness,
or fairness of the information contained in the Official Statement. The Municipal Advisor is an independent advisory firm and is not
engaged in the business of underwriting, trading or distributing municipal securities or other public securities.
PLAN OF FINANCING
The Issuer will use the proceeds of the Bonds to provide funds for the purpose of paying the cost, to that extent, of (i) undertaking repairs
and improvements for municipal buildings; (ii) undertaking repairs and improvements to municipal parking ramp facilities;
(iii) undertaking repairs and improvements to the Five Flags Arena facilities; (iv) undertaking the Mystique Community Ice Center
(Dubuque Ice Arena) Settling Remediation and Building Improvements Project, an authorized urban renewal project in the Dubuque
Greater Downtown Urban Renewal Area; and (v) paying certain costs of issuance related to the Bonds.
SOURCES AND USES OF FUNDS"
The following are estimated sources and uses of funds, with respect to the Bonds.
Sources of Funds
Bond Principal $6,090,000"
Premium
Total Sources of Funds $
Uses of Funds
Project Fund
$
Capitalized Interest Fund
$
Costs of Issuance & Contingency(l)
$
Total Uses of Funds
$
(1) Includes, among other things, payment of certain legal, financial and other expenses related to the issuance of the Bonds
(including, without limitation, underwriters' discount). See the discussion under the caption "UNDERWRITING" herein.
TAX CONSIDERATIONS
The following is a summary of certain U.S. federal and Iowa income tax considerations relating to the purchase, ownership, and
disposition of the Bonds. This summary is based on the U.S. Internal Revenue Code of 1986 (the "Code") and the Treasury Regulations
promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service
(the "IRS"), all as of the date hereof and all of which are subject to change, possibly with retroactive effect. Any such change could
adversely affect the matters discussed below. The Issuer has not sought and will not seek any rulings from the IRS regarding the matters
discussed below, and there can be no assurance the IRS or a court will not take a contrary position regarding these matters.
Prospective purchasers of Bonds should consult their own tax advisors with respect to applicable federal, state, and local tax
rules, and any pending or proposed legislation or regulatory or administrative actions, relating to the Bonds based on their own
particular circumstances.
This summary is for general information only and is not intended to constitute a complete analysis of all tax considerations relating to
the purchase, ownership, and disposition of Bonds. It does not address the application of the alternative minimum tax or the additional
tax on net investment income, nor does it address the U.S. federal estate and gift tax or any state, local, or non-U.S. tax consequences
except with respect to Iowa income tax to the extent expressly specified herein. This summary is limited to consequences to U. S. holders
that purchase the Bonds for cash at original issue and hold the Bonds as "capital assets" (generally, property held for investment).
Preliminary, subject to change.
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This discussion does not address all aspects of U.S. federal income or state taxation that may be relevant to particular holders of Bonds
in light of their specific circumstances or the tax considerations applicable to holders that may be subject to special income tax rules,
such as: holders subject to special tax accounting rules under Section 451(b) of the Code; insurance companies; brokers, dealers, or
traders in stocks, securities, or currencies or notional principal contracts; foreign corporations subject to the branch profits tax; holders
receiving payments in respect of the Bonds through foreign entities; and S corporations, partnerships, or other pass -through entities or
investors therein.
For purposes of this discussion, the "issue price" of a maturity of Bonds is the first price at which a substantial amount of Bonds of that
maturity is sold for cash to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of
underwriters, placement agents, or wholesalers.
Interest
Stated interest on the Bonds will be taxable as ordinary income at the time it is received or accrued in accordance with the holder's
regular method of accounting for U.S. federal income tax purposes. Interest on the Bonds is included in income for State of Iowa income
tax purposes.
Original Issue Discount
The Bonds are not expected to be issued with original issue discount ("OID") for U.S. federal income tax purposes. The Bonds will be
treated as issued with OID if their stated redemption price at maturity exceeds their issue price by at least a de minimis amount (0.25%
of the principal amount multiplied by the number of complete years from the issue date of such Bonds until their maturity). If Bonds
are treated as issued with OID pursuant to these rules, a holder of those Bonds would be required to include OID in income as it accrues
based on a constant yield to maturity method before the receipt of corresponding cash payments. The remainder of this discussion
assumes that the Bonds are issued with less than a de minimis amount of OID.
Market Discount
If a Bond is purchased for a cost that is less than the Bond's issue price, the purchaser will be treated as having purchased the Bond with
market discount (unless a statutory de minimis rule applies). Market discount is treated as ordinary income and generally is recognized
on the maturity or earlier disposition of the Bond (to the extent that the gain realized does not exceed the accrued market discount on
the Bond).
Bond Premium
A holder that acquires a Bond for an amount in excess of its stated redemption price at maturity may elect to treat the excess as
amortizable bond premium, in which case the amount to be included in the holder's income each year with respect to interest on the
Bond will be reduced by the amount of amortizable bond premium allocable (based on the Bond's yield to maturity) to that year and the
holder's federal tax basis in the Bond will be reduced by a corresponding amount. Any election to amortize bond premium will apply
to all bonds (other than bonds the interest on which is excluded from gross income for U.S. federal income tax purposes) held by the
holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the holder, and is irrevocable
without the consent of the IRS.
Sale or Other Disposition
A holder will generally recognize gain or loss on the sale, exchange, redemption, retirement, or other disposition of a Bond (including
in a deemed exchange resulting from a defeasance of the Bonds) equal to the difference between (i) the amount realized less amounts
attributable to any accrued but unpaid stated interest (which will be taxable as ordinary income to the extent not previously included in
income) and (ii) the holder's adjusted tax basis in the Bond. The amount realized includes the cash and the fair market value of any
property received by the holder in exchange for the Bond. A holder's adjusted tax basis in a Bond generally will be equal to the amount
that the holder paid for the Bond, reduced by the amount of any amortized bond premium on the Bond. Except to the extent attributable
to market discount (which will be taxable as ordinary income to the extent not previously included in income), any gain or loss will be
capital gain or loss and will be long-term capital gain or loss if the holder held the Bond for more than one year. Long-term capital
gains recognized by certain non -corporate persons, including individuals, generally are taxable at a reduced rate. The deductibility of
capital losses is subject to significant limitations.
Information Reporting and Backup Withholding
Payments of interest on the Bonds (including any allocable bond premium or accrued original issue discount) and proceeds from the
sale or other disposition of the Bonds are expected to be reported to the IRS as required under applicable Treasury Regulations. Backup
withholding will apply to these payments if the holder fails to provide an accurate taxpayer identification number and certification that
it is not subject to backup withholding (generally on an IRS Form W-9) or otherwise fails to comply with the applicable backup
withholding requirements. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules
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may be allowed as a refund or a credit against the holder's U.S. federal income tax liability, provided that the required information is
timely furnished to the IRS. Certain holders are exempt from information reporting. Potential holders should consult their own tax
advisors regarding qualification for an exemption and the procedures for obtaining such an exemption.
LEGAL MATTERS
Legal matters incident to the authorization, issuance and sale of the Bonds are subject to the approving legal opinion of Dorsey &
Whitney LLP, Des Moines, Iowa, Bond Counsel, a form of which is attached hereto as "APPENDIX B — FORM OF BOND COUNSEL
OPINION." Signed copies of the opinion, dated and premised on law in effect as of the date of original delivery of the Bonds, will be
delivered to the Underwriter at the time of such original delivery. The Bonds are offered subject to prior sale and to the approval of
legality of the Bonds by Bond Counsel. Dorsey & Whitney LLP is also serving as Disclosure Counsel to the Issuer in connection with
issuance of the Bonds.
The legal opinion to be delivered will express the professional judgment of Bond Counsel, and by rendering a legal opinion, Bond
Counsel does not become an insurer or guarantor of the result indicated by that expression of professional judgment or of the transaction
or the future performance of the parties to the transaction.
RATING
The Bonds are rated "[]" by Moody's. The rating reflects only the views of Moody's, and an explanation of the significance of that
rating may be obtained only from Moody's and its published materials. The rating described above is not a recommendation to buy,
sell or hold the Bonds. There can be no assurance that any rating will continue for any given period of time or that it will not be revised
downward or withdrawn entirely if, in the judgment of Moody's, circumstances so warrant. Therefore, after the date hereof, investors
should not assume that the rating is still in effect. A downward revision or withdrawal of the rating is likely to have an adverse effect
on the market price and marketability of the Bonds. The Issuer has not assumed any responsibility either to notify the owners of the
Bonds of any proposed change in or withdrawal of any rating subsequent to the date of this Official Statement, except in connection
with the reporting of events as provided in the Continuing Disclosure Certificate, or to contest any revision or withdrawal.
CONTINUING DISCLOSURE
The Issuer will covenant in a Continuing Disclosure Certificate for the benefit of the Owners and Beneficial Owners of the Bonds to
provide annually certain financial information and operating data relating to the Issuer (the "Annual Report"), and to provide notices of
the occurrence of certain enumerated events. The Annual Report is to be filed by the Issuer no later than twelve months after the close
of each fiscal year, commencing with the fiscal year ending June 30, 2022, with the Municipal Securities Rulemaking Board, at its
internet repository named "Electronic Municipal Market Access" ("EMMA"). The notices of events, if any, are also to be filed with
EMMA. See "APPENDIX C — FORM OF CONTINUING DISCLOSURE CERTIFICATE." The specific nature of the information to
be contained in the Annual Report or the notices of events, and the manner in which such materials are to be filed, are summarized in
"APPENDIX C — FORM OF CONTINUING DISCLOSURE CERTIFICATE." These covenants have been made in order to assist the
Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the "Rule").
[Statement of CD]
UNDERWRITING
The Bonds are being purchased, subject to certain conditions, by (the "Underwriter"). The Underwriter has
agreed, subject to certain conditions, to purchase all, but not less than all, of the Bonds at an aggregate purchase price of $
(reflecting the par amount of the Bonds with original issue premium of $ and an underwriter's discount of $ ).
The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into unit investment trusts,
certain of which may be sponsored or managed by the Underwriter) at prices lower than the initial public offering prices stated on the
cover page. The initial public offering prices of the Bonds may be changed, from time to time, by the Underwriter.
The Underwriter intends to engage in secondary market trading of the Bonds subject to applicable securities laws. The Underwriter is
not obligated, however, to repurchase any of the Bonds at the request of the holder thereof.
MISCELLANEOUS
Brief descriptions or summaries of the Issuer, the Bonds, the Resolution and other documents, agreements and statutes are included in
this Official Statement. The summaries or references herein to the Bonds, the Resolution and other documents, agreements and statutes
referred to herein, and the description of the Bonds included herein, do not purport to be comprehensive or definitive, and such
summaries, references and descriptions are qualified in their entireties by reference to such documents, and the description herein of the
Bonds is qualified in its entirety by reference to the form thereof and the information with respect thereto included in the aforesaid
documents. Copies of such documents may be obtained from the Issuer.
-8-
Any statements in this Official Statement involving matters of opinion or estimates, whether or not expressly so stated, are intended as
such and not as representations of fact, and no representation is made that any of the estimates will be realized. This Official Statement
is not to be construed as a contract or agreement between the Issuer and the purchasers or Owners of any of the Bonds.
The attached APPENDICES A, B, C, D, and E are integral parts of this Official Statement and must be read together with all of the
foregoing statements.
It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any
Bonds nor any error in the printing of such numbers shall constitute cause for a failure or refusal by the purchaser thereof to accept
delivery of and pay for any Bonds.
The Issuer has reviewed the information contained herein which relates to it and has approved all such information for use within this
Official Statement. The execution and delivery of this Official Statement has been duly authorized by the Issuer.
City of Dubuque, Iowa
/s/
0
APPENDIX A - INFORMATION ABOUT THE ISSUER
CITY OF DUBUQUE, IOWA
CITY HALL
50 W. 131h Street
Dubuque, IA 52001
Telephone 563-589-4100
MAYOR AND CITY COUNCIL
Brad M. Cavanagh, Mayor..
Ric W. Jones, At Large.........
David T. Resnick, At Large..
Susan R, Farber, Ward 1.....
Laura J. Roussell, Ward 2....
Danny C. Sprank Ward 3.....
Katy A. Wethal Ward 4........
............................................... Term Expires 2025
............................................... Term Expires 2025
............................................... Term Expires 2023
............................................... Term Expires 2025
............................................... Term Expires 2023
............................................... Term Expires 2025
............................................... Term Expires 2023
ADMINISTRATION
Michael C. Van Milligen............................................................... City Manager
Cori Burbach................................................................... Assistant City Manager
Jenny Larson........................................................ Director of Finance & Budget
Adrienne Breitfelder............................................................................ City Clerk
FINANCE TEAM
Crenna Brumwell, Dubuque, Iowa........................................................... City Attorney
Dorsey & Whitney LLP Des Moines, Iowa ............................................ Bond Counsel
Dorsey & Whitney LLP Des Moines, Iowa .................................... Disclosure Counsel
Independent Public Advisors, LLC West Des Moines, Iowa ......... Municipal Advisor
A-1
PROPERTY VALUES
IOWA PROPERTY VALUATIONS
In compliance with Section 441.21 of the Code of Iowa, the State Director of Revenue annually directs all County
Auditors to apply prescribed statutory percentages to the assessments of certain categories of real property. The
assessments finalized as of January 1 of each year are applied to the following fiscal year.
The 2021 final Actual Values, for taxes payable July 1, 2022 through June 30, 2023, were adjusted by the Dubuque
County Auditor. The reduced values, determined after the application of rollback percentages, are the Taxable Values
subject to tax levy. For assessment year 2021, the Taxable Value rollback rate was 54.1302% of Actual Value for
residential property; 89.0412% of Actual Value for agricultural property; 90% of Actual Value for commercial,
industrial, and railroad property, 63.7500% of Actual Value for multi -residential property, and 100% of Actual Value
for utility property.
The 2022 final Actual Values are for taxes payable July 1, 2023 through June 30, 2024, have also been adjusted by the
Dubuque County Auditor. The reduced values, determined after the application of rollback percentages, are the Taxable
Values subject to tax levy. For assessment year 2022, the Taxable Value rollback rate was 54.6501% of Actual Value
for residential property (which includes the repealed class of property previously referred to as multi -residential);
91.6430% of Actual Value for agricultural property; 90% of Actual Value for commercial, industrial, and railroad
property, and 100% of Actual Value for utility property.
The Legislature's intent has been to limit the growth of statewide taxable valuations for most classes of property to 3%
annually; utility taxable valuation growth is limited to 8%. Political subdivisions whose taxable values are thus reduced
or are unusually low in growth are allowed to appeal the valuations to the State Appeal Board, in order to continue to
fund present services.
VALUATIONS
Residential
Commercial
Industrial
Multi -residential
Railroad
Utilities w/o Gas & Electric
Other
Gross valuation
Less military exemption
Net valuation
TIF increment (for debt service
levies & constitutional debt limit)
Taxed separately
Ag. Land & Buildings
Utilities — Gas & Electric
Source: Iowa Department of Management
'For taxes payable July 1, 2023 through June 30, 2024.
1/1/2022 VALUATIONS'
100% Taxable Value
Actual Value (With Rollback)
$3,400,487,734 $1,815,666,525
899,430,930 722,077,256
95,273,745 74,763,288
0 0
4,417,061
173,089
530,340
$4,400,312,899
(3,689,925)
$4,396,622,974
$441,678,906
$3,701,863
412,444,160
3,947,535
173,089
459,827
$2,617,087,520
(3,689,925)
$2,613,397,595
$441,678,906
$3,392,501
$71,109,189
A-2
GROSS TAXABLE VALUATION BY CLASS OF PROPERTYZ
Residential
Commercial, Industrial, Other, Railroad & Utility
Utilities — Gas & Electric
Total Gross Taxable Valuation
Source: Iowa Department of Management
TREND OF VALUATIONS
1/1/2022 Assessment Year
Taxable
Percent
Valuation
Total
$1,815,666,525
67.542%
801,420,995
29.813%
71.109.189
2.645%
$2,688,196,709 100.000%
The 100% Actual Valuations, before rollback and after reduction of military exemption, include Ag. Land, Ag.
Buildings, TIF Increment, and Gas & Electric Utilities. The Net Taxable Valuations, with the rollback and after the
reduction of military exemption, include Gas & Electric Utilities, but exclude Ag. Land, Ag Buildings, and Taxable TIF
Increment. Iowa cities certify operating levies against Net Taxable Valuation excluding the Taxable TIF Increment and
debt service levies are certified against Net Taxable Valuations including the Taxable TIF Increment.
Assessment
Payable
100%
Year
Fiscal Year
Actual Valuation
2018
2019-20
$4,553,229,486
2019
2020-21
4,785,964,957
2020
2021-22
4,832,321,670
2021
2022-23
5,185,945,799
2022
2023-24
5,254,447,903
Source: Iowa Department of Management
z Before military exemption, and exclusive of taxable TIF increment.
Net
Taxable
Valuation
(With Rollback)
$2,542,043,245
2,579,355,511
2,646,230,849
2,695,861,021
2,684,506,784
Taxable
TIF Increment
$353,396,716
405,604,502
400,278,950
465,473,429
441,678,906
A-3
LARGER TAXPAYERS
Property/
1/1/2022
Taxpayer
Business Type
Taxable Valuation
Peninsula Gaming Company LLC
Commercial
$57,434,308
Interstate Power & Light CO
Utility
48,451,389
Kennedy Mall Inc
Commercial
30,035,199
Progressive Processing LLC
Industrial
22,798,596
Black Hills Energy Corp
Utility
20,419,698
Mar Holdings LLC
Commercial
20,098,385
Simmons Pet Food, Inc
Commercial
14,341,143
Nordstrom Inc
Commercial
13,266,976
Walter Development LLC
Commercial
13,188,493
City of Dubuque
Commercial
12,193,555
Source: Dubuque County Iowa Auditor's Office.
Effort has been made to seek out and report the larger taxpayers. However, many of the taxpayers listed contain multiple parcels and it is possible that some parcels
and their valuations have been overlooked.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
A-4
INDEBTEDNESS
DEBT LIMIT
Article XI, Section 3 of the State of Iowa Constitution limits the amount of debt outstanding at any time of any county,
municipality or other political subdivision to no more than 5% of the actual value of all taxable property within the
corporate limits, as taken from the last state and county tax list. The debt limit for the City, based on its 2022 Actual
Valuation applicable to the fiscal year 2023-24, is as follows:
Actual Valuation of Property
Less: Military Exemption
Net Valuation
Constitutional Debt Percentage
Constitutional Debt Limit
Less: Applicable General Obligation Debt
Less: Urban Renewal Debt
Less: Rebate Agreements
Less: Other Obligations
Less: Annual Appropriation'
Constitutional Debt Margin
l/l/2022 Assessment Year
$5,258,137,828
(3,689,925)
$5,254,447,903
5.00%
$262,722,395
(82,480,000)
(17,080,000)
(4,632,567)
(3,422,150)
(1,474,469)
$153,633,209
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
'Amount appropriated for the $22,138, 000 General Obligation Annual Appropriation Refunding Capital Loan Notes, Series 2021
to be abated by sales tax increment.
A-5
DIRECT DEBT
First Lien General Obligation Debt (Includes the Bonds)
Principal
Date
Original
Final
Outstanding
of Issue
Amount
Purpose
M41gL11y
As of 07/01/23
04/16A
$2,830,000
Corporate Purpose
06/35
$1,900,000
04/16B
11,505,000
Refunding
06/28
1,740,000
04/16C
4,145,000
Corporate Purpose
06/35
2,835,000
04/17A
8,495,000
Refunding
06/30
2,890,000
04/17B
9,745,000
Urban Renewal Refunding
06/30
5,465,000
04/17C
2,120,000
Taxable Urban Renewal Refunding
06/30
1,300,000
04/18A
9,410,000
Corporate Purpose & Refunding
06/31
3,260,000
04/18B
1,020,000
Taxable Refunding
06/26
410,000
06/19A
2,295,000
Corporate Purpose
06/39
2,105,000
06/19B
860,000
Taxable Corporate Purpose
06/27
440,000
07/19C
4,435,000
Refunding
06/32
2,855,000
06/21A
27,995,000
Corporate Purpose & Refunding
06/41
23,795,000
06/21B
12,535,000
Taxable Corporate Purpose & Refunding
06/36
10,755,000
06/22A
2,345,000
Corporate Purpose
06/42
2,345,000
06/22B
7,220,000
Taxable Corporate Purpose
06/42
7,220,000
06/23A
6,090,000
Taxable Corporate Purpose
06/43
6,090,000
Total
$75,405,000
Second Lien Sales Tax Increment General Obligation Debt
Principal
Date
Original
Final
Outstanding
of Issue
Amount Purpose
Maturity
As of 07/01/23
06/14
$7,190,000
Flood Mitigation
06/29
$7,075,000
Total General Obligation Debt Subject to Debt Limit:
$82,480,000
A-6
I:\►1►U1:\ E y f.YN\ MM � , 'All :311�.y �l l�/ [�J 7�•/u I �M►Y 16"
First Lien General Obligation Debt (Includes the Bonds)
Current Outstanding
Total
G.O. Debt
The Series 2023A Bonds
G.O. Debt
Fiscal
Principal
Principal
Principal
Year
Principal
and Interest
Principal
and Interest
Principal
and Interest
FY 2023-24
$6,430,000
$8,277,135
$289,791
$6,430,000
$8,566,926
FY 2024-25
6,655,000
8,341,985
$200,000
514,232
6,855,000
8,856,217
FY 2025-26
6,525,000
8,044,036
215,000
519,572
6,740,000
8,563,608
FY 2026-27
6,775,000
8,128,641
220,000
514,596
6,995,000
8,643,237
FY 2027-28
6,745,000
7,922,564
230,000
514,322
6,975,000
8,436,885
FY 2028-29
6,630,000
7,632,844
245,000
518,673
6,875,000
8,151,516
FY 2029-30
5,815,000
6,646,794
250,000
512,060
6,065,000
7,158,853
FY 2030-31
5,245,000
5,930,376
265,000
514,835
5,510,000
6,445,211
FY 2031-32
3,710,000
4,267,270
280,000
516,770
3,990,000
4,784,040
FY 2032-33
3,175,000
3,646,858
290,000
512,854
3,465,000
4,159,712
FY 2033-34
3,215,000
3,606,333
305,000
513,209
3,520,000
4,119,542
FY 2034-35
1,510,000
1,818,945
320,000
512,715
1,830,000
2,331,660
FY 2035-36
1,085,000
1,344,571
340,000
516,363
1,425,000
1,860,934
FY 2036-37
1,010,000
1,233,331
360,000
518,785
1,370,000
1,752,116
FY 2037-38
1,045,000
1,232,228
375,000
515,029
1,420,000
1,747,257
FY 2038-39
1,075,000
1,224,256
395,000
515,417
1,470,000
1,739,673
FY 2039-40
935,000
1,044,444
415,000
513,929
1,350,000
1,558,372
FY 2040-41
965,000
1,038,150
440,000
516,228
1,405,000
1,554,378
FY 2041-42
770,000
805,213
460,000
512,072
1,230,000
1,317,285
FY 2042-43
485,000
511,772
485,000
511,772
Total
$69,315,000
$82,185,974
$6,090,000
$10,073,224
$75,405,000.
$92,259,194
A-7
Second Lien General Obligation Debt'
Current Outstanding
G.O. Debt
(000s)
Fiscal
Principal and
Year
Principal
Interest
FY 2023-24
$1,075,000
$1,120,570
FY 2024-25
1,125,000
1,164,195
FY 2025-26
1,125,000
1,344,250
FY 2026-27
1,200,000
1,363,000
FY 2027-28
1,250,000
1,365,000
FY 2028-29
1,300,000
1,365,000
Total
$7,075,000
$7,722,015
Urban Renewal Revenue Debt
Principal
Date Original
Final
Outstanding
of Issue Amount
Purpose
Maturi
As of 07/01/23
10/07 $23,025,000 Port of Dubuque Parking Ramp 06/37
$17,080,000
Current Outstanding
Urban Renewal Revenue Debt (000s)
Fiscal
Principal
Year
Principal
and Interest
FY 2023-24
$730,000
$2,011,000
FY 2024-25
785,000
2,011,250
FY 2025-26
845,000
2,012,375
FY 2026-27
910,000
2,014,000
FY 2027-28
975,000
2,010,750
FY 2028-29
1,050,000
2,012,625
FY 2029-30
1,130,000
2,013,875
FY 2030-31
1,215,000
2,014,125
FY 2031-32
1,305,000
2,013,000
FY 2032-33
1,400,000
2,010,125
FY 2033-34
1,505,000
2,010,125
FY 2034-35
1,620,000
2,012,250
FY 2035-36
1,740,000
2,010,750
FY 2036-37
1,870,000
2,010,250
Total
$17,080,000
$28,166,500
' Supported by state sales tax increment.
A-8
OTHER DEBT
The City has debt payable solely from the net water revenues of the City's water system as follows:
Water Revenue Debt
Principal
Date
Original
Final
Outstanding
of Issue
Amount
Purpose
Maturi
As of 07/01/23
10/07
$915,000
Water Improvements (SRF)
06/28
$285,000
02/10
7,676,000
Water Improvements (SRF)
06/31
1,515,000
07/17
10,198,000
Water Improvements (SRF)
06/37
8,159,000
08/19
4,400,000
Water Improvements (SRF)
06/40
3,846,000
08/21
3,505,000
Water Refunding
06/30
2,805,000
Total $16,610,000
The City has debt payable solely from the net sewer revenues of the City's sewer system as follows:
Sewer Revenue Debt
Principal
Date
Original
Final
Outstanding
of Issue
Amount
Purpose
Maturi
As of 07/01/23
01/09
$1,847,000
Sewer & Storm Improvements
06/28
$573,000
01/10
$912,000
Sewer Improvements (SRF)
06/30
387,000
08/10
74,285,000
Sewer Improvements (SRF)
06/29
50,195,000
04/13
3,048,000
Sewer Improvements (SRF)
06/33
1,675,000
05/13
3,058,000
Sewer Improvements (SRF)
06/31
1,515,000
03/19
2,763,000
Sewer Improvements (SRF)
06/38
2,171,000
06/23
1,950,000
Sewer Improvements (SRF)
06/43
1,950,000
Total
$58,466,000
The City has debt payable solely from the net sewer revenues of the City's stormwater system as follows:
Stormwater Revenue Debt
Principal
Date
Original
Final
Outstanding
of Issue
Amount
Purpose
Maturi
As of 05/01/23
01/10
800,000
Stormwater Improvements (SRF)
06/30
339,000
10/10
7,850,000
Stormwater Improvements (SRF)
06/41
5,570,000
02/14
1,029,000
Stormwater Improvements (SRF)
06/33
566,000
04/19
16,382,000
Stormwater Improvements (SRF)
06/40
14,319,000
Total
$20,794,000
A-9
INDIRECT DEBT
1/l/20225
Taxable
Taxing District Valuation
Dubuque CSD $4,507,740,909
Dubuque County 5,934,932,693
Northeast Iowa Comm. College 14,159,422,067
TOTAL
DEBT RATIOS
Portion of
City's
Taxable Value
Percent
GO
Indirect
In the City
Applicable
Debt6
Portion
$3,126,185,690
69.35%
$0
$0
$3,126,185,690
52.67%
22,453,287
11,827,117
$3,126,185,690
22.08%
47,709,213
10,533,471
G.O. Debt
Direct General Obligation Debt $153,633,209
Indirect General Obligation Debt 22,360,588
Combined Debt $175,993,797
LEVIES AND COLLECTIONS ($000s)
$22,360,588
Debt/ 2022 Actual
Market Value
Debt/59,667
$5,185,970,569
Population
2.92%
$2,574.84
0.43%
374.76
3.35%
$2,949.60
Taxes
Current
% of
Year
Levied
Collections
Taxes Levied
2017-18
25,871
25,846
99.90%
2018-19
26,501
26,466
99.86%
2019-20
26,305
25,907
98.49%
2020-21
26,212
26,301
100.34%
2021-22
26,215
26,280
100.25%
2022-23
26,215
----In process of
collection ----
After the assessment of property in a calendar year, taxes are levied for collection in the following fiscal year. Taxes are
certified to the County Auditor in March. The County Treasurer collects taxes for all taxing entities in the County. Statutory
dates for payment without penalty are September 30 for the first installment and March 31 for the second installment.
Penalty rates are established by State law at 1 % per month.
'For taxes payable July 1, 2023 through June 30, 2024
'Based on publicly available data. Excludes school district sales tax revenue bonds.
A-10
TAX RATES
Taxing
FY2018/19
FY2019/20
FY2020/21
FY2021/22
FY2022/23
District
$/$11000
$/$11000
$/$11000
$/$11000
$/$11000
City of Dubuque
$10.58844
$10.33144
$10.14400
$9.88899
$9.71686
Dubuque County
5.97760
5.94098
5.91098
5.74009
5.35009
Dubuque CSD
14.59791
14.71233
14.66255
14.55590
13.91240
County Hospital
0.27000
0.27000
0.27000
0.27000
0.27000
City Assessor
0.27535
0.27080
0.24949
0.23947
0.27763
Ag. Extension
0.10379
0.10551
0.10600
0.10622
0.11808
Northeast Iowa CC
1.09993
1.03168
0.94734
0.90520
0.90520
State of Iowa
0.00290
0.00280
0.00270
0.00260
0.00240
Consolidated Rate
$32.91592
$32.66554
$32.29306
$31.70847
$30.55266
LEVY LIMITS
A city's general fund tax levy is limited to $8.10 per $1,000 of taxable value, with provision for an additional $0.27 per
$1,000 levy for an emergency fund which can be used for general fund purposes (Code of Iowa, Chapter 384, Division I).
Cities may exceed the $8.10 limitation upon authorization by a special levy election. Further, there are limited special
purpose levies, which may be certified outside of the above -described levy limits (Code of Iowa, Section 384.12). The
amount of the City's general fund levy subject to the $8.10 limitation is $8.10 for FY 2022-23, and the City is not using the
emergency levy. The City also levies for employee benefits. Debt service levies are not limited.
A-11
THE CITY
CITY GOVERNMENT
The City has been governed by a Council -Manager -Ward form of government since 1920. Policy is established by a
Mayor and six council members, the mayor and two of the council members being elected at large and four members
elected from wards. City Council members hold four-year staggered terms. The City Clerk, City Manager and City
Attorney are appointed by the City Council.
LEASE REVENUE
The City of Dubuque leases riverfront property, airport property (hangars and terminal space), farmland, parking areas,
space for antennas on top of water towers, and concession areas under operating leases. The most significant lease is the
lease of the greyhound racing and gambling facility and related parking area to the Dubuque Racing Association (DRA).
The City's cost of the leased DRA assets total $10,144,771. The carrying amount of the assets at June 30, 2022 is
$5,587,241, with $142,423 of depreciation expense during the year ended June 30, 2022. The DRA lease amount is based
on the association's gross gambling receipts. During the year ended June 30, 2022, the DRA lease generated $6,607,531
in lease revenue. Lease payments from DRA are expected to decrease in future years, due to declining gaming revenues
at the leased facility. See the audited financial statements attached as Appendix D for further information.
EMPLOYEES, PENSIONS AND OPEB
The City has 646 full and 65.70 full time equivalent part-time employees and 57.31 full time equivalent seasonal
employees, including a police force of 112 sworn personnel and a fire department of 91 fire fighters. Of the City's 755
active employees, 495 are currently enrolled in the Iowa Public Employees Retirement System (the "IPERS") pension
plan administered by the State of Iowa and 183 are currently enrolled in the Municipal Fire and Police Retirement System
of Iowa (the "MFPRSI"), a benefit plan administered by a Board of Trustees.
See note 10 of the audited financial statements attached as Appendix D for further information on OPEB obligations, and
note 11 for further information on pensions.
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GENERAL INFORMATION
LOCATION AND TRANSPORTATION
The City is located in northeast Iowa and serves as the county seat for Dubuque County. The City, with a 2010 Census
population of 57,532, has a land area of 31.758 square miles. Annexation activity in recent years has been voluntary with
over 227 acres annexed in the past five years. The City lies at the intersection of Highways 61/151 and 20. The City is
located approximately 22 miles southwest of Platteville, Wisconsin; 92 miles southwest of Madison, Wisconsin; 84 miles
northeast of Iowa City, Iowa; 65 miles north of the Quad Cities (Rock Island and Moline, Illinois and Bettendorf and
Davenport, Iowa); 175 miles west of Chicago, Illinois and 185 miles northeast of Des Moines. Dubuque Regional Airport
provides jet service to Chicago via American Airlines. Railroad service to the City is provided by the Iowa, Chicago &
Eastern Railroad Corp, Canadian National/Illinois Central, and Burlington Northern Santa Fe Railroad Company (BNSF),
as well as bus service being provided by Greyhound and Burlington Trailways.
BUILDING PERMITS'
City officials report the following construction activity as of February 28, 2023. Permits for the City are reported on a
fiscal year basis.
Fiscal Year
Simon le
Multi -Family
Commercial
Total Permits
Total Valuation
2018-19
44
0
11
966
118,275,292
2019-20
55
2
10
1,280
101,491,738
2020-21
37
4
12
1,324
161,647,611
2021-22
45
0
14
1,609
167,480,872
2022-23
33
0
9
939
69,393,142
US CENSUS DATA
1980 US Census
62,374
1990 US Census
57,546
2000 US Census
57,686
2010 US Census
57,532
2020 US Census
59,667
Source: U.S. Census Bureau website.
' Totals include new construction totals only for single family, multi family, commercial/industrial, roofing, siding, decks, and other
miscellaneous residential and commercial permits.
A-13
UNEMPLOYMENT RATES
Calendar
Year
City of
Dubuque
State
Average
Dubuque'
County$
of Iowa'
2018
2.5%
2.5%
2.6%
2019
2.6%
2.6%
2.7%
2020
6.4%
5.7%
5.2%
2021
4.2%
4.0%
3.8%
2022
2.9%
2.8%
2.7%
Source: Iowa Workforce Development Center website access April 2023; some historical data is revised. Figures represent calendar year averages,
and will differ from fiscal year-end data reported in Table 18 of the Comprehensive Annual Financial Report for the year ended June 30, 2022.
EDUCATION
Public education to the City is provided by the Dubuque Community School District, with certified enrollment for the
2022-2023 school year of 10,064. The Dubuque School District has two high schools, an alternative high school, three
middle schools and thirteen elementary schools. The Archdiocese of Dubuque operates four Catholic elementary facilities,
one middle school and one high school within the City. Higher education opportunities within the County include Loras
College, Clarke University, University of Dubuque, and Northeast Iowa Community College, with local facilities in
downtown Dubuque and Peosta (15 minutes west of Dubuque on Highway 20).
'Not seasonally adjusted.
' Seasonally adjusted.
A-14
APPENDIX B
FORM OF BOND COUNSEL OPINION*
We hereby certify that we have examined certified copies of the proceedings (the "Proceedings") of the
City Council of the City of Dubuque (the "Issuer"), in Dubuque County, State of Iowa, passed preliminary to the
issue by the Issuer of its Taxable General Obligation Corporate Purpose Bonds, Series 2023A (the "Bonds") in
the amount of $6,090,000, in the denomination of $5,000 each, or any integral multiple thereof, dated August 1,
2023, in evidence of the Issuer's obligation under a certain loan agreement (the "Loan Agreement"), dated as of
August 1, 2023. The Bonds mature on June 1 in each of the respective years and in the principal amounts and
bear interest payable semiannually, commencing December 1, 2023, at the respective rates as follows:
Date
Principal
Interest Rate
Date
Principal
Interest Rate
2025
$200,000
%
2035
$320,000
%
2026
$215,000
%
2036
$340,000
%
2027
$220,000
%
2037
$360,000
%
2028
$230,000
%
2038
$375,000
%
2029
$245,000
%
2039
$395,000
%
2030
$250,000
%
2040
$415,000
%
2031
$265,000
%
2041
$440,000
%
2032
$280,000
%
2042
$460,000
%
2033
$290,000
%
2043
$485,000
%
2034
$305,000
%
Principal of the Bonds maturing in the years 2032 through 2043, inclusive, is subject to optional redemption prior
to maturity on June 1, 2031, or on any date thereafter on terms of par plus accrued interest.
Based upon our examination, we are of the opinion, as of the date hereof, that:
1. The Proceedings show lawful authority for such issue under the laws of the State of Iowa.
2. The Bonds and the Loan Agreement are valid and binding general obligations of the Issuer.
3. All taxable property within the corporate boundaries of the Issuer is subject to the levy of taxes to
pay the principal of and interest on the Bonds without constitutional or statutory limitation as to rate or amount.
4. The interest on the Bonds is not excluded from gross income for federal income tax purposes under
the Internal Revenue Code of 1986.
5. We express no opinion regarding other federal tax consequences arising with respect to the Bonds.
The rights of the owners of the Bonds and the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter
enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of
judicial discretion in appropriate cases.
DORSEY & WHITNEY LLP
*This form of bond counsel opinion is subject to change pending the results of the sale of the Bonds
contemplated herein.
IM
APPENDIX C
FORM OF CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City
of Dubuque, Iowa (the "Issuer"), in connection with the issuance of $6,090,000 Taxable General Obligation
Corporate Purpose Bonds, Series 2023A (the "Bonds"), dated August 1, 2023. The Bonds are being issued
pursuant to a resolution of the Issuer approved on July 17, 2023 (the "Resolution"). The Issuer covenants and
agrees as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and
delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist
the Participating Underwriters in complying with S.E.C. Rule 15c2-12.
Section 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any
capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following
capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to
vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding
Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any
Bonds for federal income tax purposes.
"Dissemination Agent" shall mean the Dissemination Agent, if any, designated in writing by
the Issuer and which has filed with the Issuer a written acceptance of such designation.
"EMMA" shall mean the MSRB's Electronic Municipal Market Access system available at
hgp:Hemma.msrb.org.
"Financial Obligation" shall mean a (i) debt obligation, (ii) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt obligation,
or, (iii) guarantee of either (i) or (ii). The term "Financial Obligation" shall not include municipal
securities as to which a final official statement has been provided to the MSRB pursuant to the Rule.
"Holders" shall mean the registered holders of the Bonds, as recorded in the registration books of
the Registrar.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.
"Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal Securities
Rulemaking Board, 1300 I Street NW, Suite 1000, Washington, DC 20005.
"Participating Underwriter" shall mean any of the original underwriters of the Bonds required
to comply with the Rule in connection with offering of the Bonds.
"Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as the same may be amended from time to time.
"State" shall mean the State of Iowa.
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Section 3. Provision of Annual Reports.
(a) Not later than June 30 (the "Submission Deadline") of each year following the end of the 2022
- 2023 fiscal year, the Issuer shall, or shall cause the Dissemination Agent (if any) to, file on EMMA an
electronic copy of its Annual Report which is consistent with the requirements of Section 4 of this Disclosure
Certificate in a format and accompanied by such identifying information as prescribed by the MSRB. The
Annual Report may be submitted as a single document or as separate documents comprising a package, and
may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the
audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report
and later than the Submission Deadline if they are not available by that date. If the Issuer's fiscal year changes,
it shall give notice of such change in the same manner as for a Listed Event under Section 5(c), and the
Submission Deadline beginning with the subsequent fiscal year will become one year following the end of the
changed fiscal year.
(b) If the Issuer has designated a Dissemination Agent, then not later than fifteen (15) business days
prior to the Submission Deadline, the Issuer shall provide the Annual Report to the Dissemination Agent.
(c) If the Issuer is unable to provide an Annual Report by the Submission Deadline, in a timely
manner thereafter, the Issuer shall, or shall cause the Dissemination Agent (if any) to, file a notice on EMMA
stating that there has been a failure to provide an Annual Report on or before the Submission Deadline.
Section 4. Content of Annual Reports. The Issuer's Annual Report shall contain or include by
reference the following:
(a) The Audited Financial Statements of the Issuer for the prior fiscal year, prepared in
accordance with generally accepted accounting principles promulgated by the Financial Accounting
Standards Board as modified in accordance with the governmental accounting standards promulgated
by the Governmental Accounting Standards Board or as otherwise provided under State law, as in effect
from time to time, or, if and to the extent such audited financial statements have not been prepared in
accordance with generally accepted accounting principles, noting the discrepancies therefrom and the
effect thereof. If the Issuer's audited financial statements are not available by the Submission Deadline,
the Annual Report shall contain unaudited financial information (which may include any annual filing
information required by State law) accompanied by a notice that the audited financial statements are not
yet available, and the audited financial statements shall be filed on EMMA when they become available.
(b) Tables, schedules or other information contained in the official statement for the Bonds,
under the following captions:
[PROPERTY VALUES
Valuations
Gross Taxable Valuation by Class of Property
Trend of Valuations
Larger Taxpayers
INDEBTEDNESS
Debt Limit
Direct Debt
First Lien General Obligation Debt
Second Lien Sales Tax Increment General Obligation Debt
Total General Obligation Debt Subject to Debt Limit
Annual Fiscal Year Debt Service Payments
First Lien General Obligation Debt
Second Lien General Obligation Debt
Urban Renewal Revenue Debt
C-2
Other Debt
Water Revenue Debt
Sewer Revenue Debt
Stormwater Revenue Debt
Indirect Debt
Debt Ratios
Direct General Obligation Debt
Levies and Collections
Tax Rates
City of Dubuque
GENERAL INFORMATION
Building Permits
U.S. Census Data
Unemployment Rates]
Any or all of the items listed above may be included by specific reference to other documents, including
official statements of debt issues of the Issuer or related public entities, which are available on EMMA or are
filed with the Securities and Exchange Commission. If the document included by reference is a final official
statement, it must be available on EMMA. The Issuer shall clearly identify each such other document so
included by reference.
C-3
Section 5. Reporting of Significant Events
(a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice
of the occurrence of any of the following events with respect to the Bonds:
(1) Principal and interest payment delinquencies.
(2) Non-payment related defaults, if material.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties.
(4) Unscheduled draws on credit enhancements reflecting financial difficulties.
(5) Substitution of credit or liquidity providers, or their failure to perform.
(6) Adverse tax opinions, the issuance by the Internal Revenue Service ofproposed or final determinations of taxability, Notices
of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security,
or other material events affecting the tax status of the security.
(7) Modifications to rights of security holders, if material.
(8) Bond calls, if material, and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the securities, if material.
(11) Rating changes.
(12) Bankruptcy, insolvency, receivership or similar event of the obligated person.
Note to paragraph (12): For the purposes of the event identified in subparagraph (12), the event is considered to occur
when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person
in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court
or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated
person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having
supervision or jurisdiction over substantially all of the assets or business of the obligated person.
(13) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or
substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material.
(14) Appointment of a successor or additional trustee or the change of name of a trustee, if material.
(15) Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default,
remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security
holders, if material.
(16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a
Financial Obligation of the obligated person, any of which reflect financial difficulties.
C-4
(b) If a Listed Event described in Section 5(a) paragraph (2), (7), (8) (but only with respect to bond
calls under (8)), (10), (13), (14), or (15) has occurred and the Issuer has determined that such Listed Event is
material under applicable federal securities laws, the Issuer shall, in a timely manner but not later than ten business
days after the occurrence of such Listed Event, promptly file, or cause to be filed, a notice of such occurrence on
EMMA, with such notice in a format and accompanied by such identifying information as prescribed by the
MSRB.
(c) If a Listed Event described in Section 5(a) paragraph (1), (3), (4), (5), (6), (8) (but only with respect
to tender offers under (8)), (9), (11), (12), or (16) above has occurred the Issuer shall, in a timely manner but not
later than ten business days after the occurrence of such Listed Event, promptly file, or cause to be filed, a notice
of such occurrence on EMMA, with such notice in a format and accompanied by such identifying information
as prescribed by the MSRB. Notwithstanding the foregoing, notice of Listed Events described in Section (5)(a)
paragraphs (8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying
event is given to Holders of affected Bonds pursuant to the Resolution.
Section 6. Termination of Reporting Obligation. tion. The Issuer's obligations under this Disclosure Certificate shall
terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds or upon the Issuer's receipt of an opinion
of nationally recognized bond counsel to the effect that, because of legislative action or final judicial action or administrative actions or
proceedings, the failure of the Issuer to comply with the terms hereof will not cause Participating Underwriters to be in violation of the
Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended.
Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge
any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not
be responsible in any manner for the content of any notice or Annual Report prepared by the Issuer pursuant to
this Disclosure Certificate. The initial Dissemination Agent shall be Independent Public Advisors, LLC.
Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may
amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions
are satisfied:
(a) (i) the amendment or waiver is made in connection with a change in circumstances that arises from a change
in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds,
or the type of business conducted; (ii) the undertaking, as amended or taking into account such waiver, would, in the opinion
of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of
the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances;
and (iii) the amendment or waiver either (1) is approved by a majority of the Holders, or (2) does not, in the opinion of nationally
recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners; or
(b) the amendment or waiver is necessary to comply with modifications to or interpretations of the provisions of
the Rule as announced by the Securities and Exchange Commission.
In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall
describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation
of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting
principles, on the presentation) of financial information or operating data being presented by the Issuer. In
addition, if the amendment relates to the accounting principles to be followed in preparing audited financial
statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section
5(c), and (ii) the Annual Report for the year in which the change is made will present a comparison or other
discussion in narrative form (and also, if feasible, in quantitative form) describing or illustrating the material
differences between the audited financial statements as prepared on the basis of the new accounting principles
and those prepared on the basis of the former accounting principles.
C-5
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent
the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure
Certificate or any other means of communication, or including any other information in any Annual Report or
notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the
Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in
addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation
under this Certificate to update such information or include it in any future Annual Report or notice of occurrence
of a Listed Event.
Section 10. Default. In the event of a failure of the Issuer to comply with any provision of this
Disclosure Certificate, any Holder or Beneficial Owner may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply
with its obligations under this Disclosure Certificate. Direct, indirect, consequential and punitive damages
shall not be recoverable by any person for any default hereunder and are hereby waived to the extent permitted
by law. A default under this Disclosure Certificate shall not be deemed an event of default under the
Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to
comply with this Disclosure Certificate shall be an action to compel performance.
Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent,
if any, shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer
agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless
against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance
of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending
against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful
misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the
Dissemination Agent and payment of the Bonds.
Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer,
the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to
time of the Bonds, and shall create no rights in any other person or entity.
Dated: August 1, 2023
Attest:
By
City Clerk
CITY OF DUBUQUE, IOWA
By
Mayor
C-6
APPENDIX D
AUDITED FINANCIAL STATEMENTS OF THE ISSUER
D-1
APPENDIX E
BOOK -ENTRY SYSTEM
The information in this Appendix concerning The Depository Trust Company, New York, New York (`DTC') and DTC's book -entry
system has been obtained from DTC. Neither the Underwriter nor the Issuer take responsibility for the accuracy or completeness
thereof, or for any material changes in such information subsequent to the date hereof, or for any information provided at the web sites
referenced below. Beneficial Owners should confirm the following with DTC or the Direct Participants (as hereinafter defined). So
long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references in the Official Statement to the Bondowners
or Registered Owners of the Bonds shall mean Cede & Co. and shall not mean the Beneficial Owners of the Bonds.
Book -Entry System
The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as
fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested
by an authorized representative of DTC. One fully -registered Bond certificate will be issued for the Bonds, in the aggregate principal
amount of such issue, and will be deposited with DTC.
DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues
of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that
DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants
of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges
between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants
include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is a wholly -owned subsidiary of the Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding
company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing
agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both
U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's
rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcc.com.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds
on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase.
Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds,
except in the event that use of the book -entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC
and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC
has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to
whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will
remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory
or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment
the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults and proposed
amendments to the Security documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the
Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish
to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
E-1
Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC's practice is to determine
by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct
Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds
and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on
DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as
is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility
of such Participant and not of DTC, Agent or Issuer, subject to any statutory or regulatory requirements as may be in effect from time
to time. Payment of redemption proceeds, distributions and dividend payments to Cede & Co. (or such other nominee as may be
requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility
of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to Issuer or
Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed
and delivered.
The Issuer may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository).
In that event, Bond certificates will be printed and delivered to DTC.
The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that the Issuer believes
to be reliable, but the Issuer does not take any responsibility for the accuracy thereof.
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