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Proceedings for Directing Sale of not to exceed $6,250,000 Taxable General Obligation Bonds, Series 2023A and Awarding Bonds to Best Bidder
City of Dubuque City Council Meeting Action Items # 02. Copyrighted July 17, 2023 ITEM TITLE: Proceedings for Directing Sale of not to exceed $6,250,000 Taxable General Obligation Bonds, Series 2023A and Awarding Bonds to Best Bidder SUMMARY: City Manager recommending City Council approval of the suggested proceedings for directing sale of the not to exceed $6,250,000 Taxable General Obligation Bonds, Series 2023A and awarding bonds to the best bidder. SUGGESTED DISPOSITION: ATTACHMENTS: Description MVM Memo RESOLUTION Authorizing and approving a Loan Agreement, providing for the sale and issuance of Taxable General Obligation Corporate Purpose Bonds, Series 2023A, and providing for the levy of taxes to pay the same Suggested Disposition: Receive and File; Adopt Resolution(s) Staff Memo Resolution Continuing Disclosure Certificate Loan Agreement Paying Agent Agreement Moody's Credit Opinion Resolution —Updated 7.17.23 Continuing Disclosure Certificate —Updated 7.17.23 Loan Agreement Updated 7.17.23 Paying Agent Agreement Updated 7.17.23 Type City Manager Memo Staff Memo Resolutions Supporting Documentation Supporting Documentation Supporting Documentation Supporting Documentation Resolutions Supporting Documentation Supporting Documentation Supporting Documentation THE CITY OF Dubuque DUB E All -America Ciq LL� .n Masterpiece pp iece on the Mississippi �°°'�z°l 22013 zoi7*2019ol9 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Proceedings for Directing Sale of not to exceed $6,250,000 Taxable General Obligation Bonds, Series 2023A and Awarding Bonds to Best Bidder DATE: July 11, 2023 Chief Financial Officer Jennifer Larson recommends City Council Approval of the suggested proceedings for directing sale of the not to exceed $6,250,000 Taxable General Obligation Bonds, Series 2023A and awarding bonds to the best bidder. The bond sale will be held on July 17, 2023, at 10:00 a.m. The results will be brought to the July 17th City Council meeting. A letter from attorneys John Danos and David Grossklaus detailing information on the bond sale is enclosed. In conjunction with the bond sale, the City of Dubuque was issued a credit opinion by Moody's Investors Service. Moody's Investors Service has upgraded the City of Dubuque, IA's issuer rating and outstanding general obligation unlimited tax (GOULT) bonds to Aa2 from Aa3, as well as its outstanding moral obligation Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A to Al from A2. "The issuer rating was upgraded to Aa2 because the city has strong financial operations and ample revenue -raising flexibility, which has resulted in steadily improved available fund balance and cash. The city serves as a regional economic center and its regional economic growth rate has outpaced the nation over the past five years. The city's local economy is likely to remain strong because of its mix of commercial and industrial industries, stable population and steady tax base growth. Resident wealth and income ratios are a little below rated peers, in part because of a large student population. Leverage is elevated and could grow further because of outstanding capital needs." I concur with the recommendation and respectfully request Mayor and City Council approval. � k�4ZA-:�� Mic ael C. Van Milligen JML Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Jennifer Larson, Chief Financial Officer Brian DeMoss, Finance Manager Dubuque THE C DUUB--&--FE All-America City u nr a v iece on the Mississippi Masterpiece pp zflo�.zoz 2-2013 zoi7*2019o�9 TO: Michael C. Van Milligen, City Manager FROM: Jennifer Larson, Chief Financial Officer SUBJECT: Proceedings for Directing Sale of not to exceed $6,250,000 Taxable General Obligation Bonds, Series 2023A and Awarding Bonds to Best Bidder DATE: July 11, 2023 DISCUSSION The purpose of this memorandum is to recommend directing sale of the not to exceed $6,250,000 Taxable General Obligation Bonds, Series 2023A and awarding bonds to the best bidder. The bond sale will be held on July 17, 2023, at 10:00 a.m. The results will be brought to the July 17t" City Council meeting. A letter from attorneys John Danos and David Grossklaus detailing information on the bond sale is enclosed. In conjunction with the bond sale, the City of Dubuque was issued a credit opinion by Moody's Investors Service. Moody's Investors Service has upgraded the City of Dubuque, IA's issuer rating and outstanding general obligation unlimited tax (GOULT) bonds to Aa2 from Aa3, as well as its outstanding moral obligation Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A to Al from A2. The credit strengths include a growing tax base bolstered by role as a regional economic center for northeastern Iowa and very healthy reserves and ample revenue raising flexibility. Credit challenges include full value per capita and resident income trail medians for the rating category and elevated leverage. RECOMMENDATION I respectfully recommend the adoption of the enclosed resolutions to award the sale of the bonds and redemption of the refunded bonds. JML Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Brian DeMoss, Finance Manager QORSEY" always ahead July 11, 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 dra t proceedings to be used at the July 17th City Council meeting to enable the Council to adopt the resolution (the "Resolution") approving the Loan Agreement, reflecting the sale of Taxable General Obligation Corporate Purpose Bonds, Series 2023A (the "Bonds") and providing for the issuance of the Bonds. These proceedings have been updated with the sale information. "Note: there are blanks in these proceedings and supporting documents; we will update the proceedings and supporting documents when the sale information is available and will send the updated copies for use at the meeting. The proceedings attached include the following items: 1. Minutes of the meeting reporting the bids received for the Bonds, followed by the Resolution awarding and issuing the Bonds. The blanks in the form of Bond, the form of Certificate of Authentication and the form of Assignment included as part of the Resolution should not be completed or executed. 2. Attestation Certificate with respect to the validity of the transcript. 3. County Filing Certificate. A certified copy of the Resolution must be filed with the Dubuque County Auditor, and we have prepared a form of certificate to be signed by the Auditor relating to the filing of a certified copy of the Resolution in that office. Beginning in the 2024-2025 fiscal year, the County Auditor will have a mandatory duty to make a levy of taxes to pay principal of and interest on the Bonds unless the City's budget each year affirmatively shows that the tax should not be levied because other funds will be applied to the payment of the Bonds for that budget year. To the extent the City determines that property tax levies will be needed for payment in any year, the tax levy amounts needed must be certified for that year in the City's budget as part of the Debt Service Fund, and the funds derived from sources other than taxes must be shown on the appropriate budget document. As these proceedings are completed, please return one fully executed copy to our office. 8oi Grand Avenue I Suite 4100 1 Des Moines, IA 1 50309-8002 1 T 53-5.283.1000 1 dorsey.com Page 2 ( ))) DORSEY Also attached is a Loan Agreement for execution by the Mayor and City Clerk. Please print the Loan Agreement for execution. After it has been signed, please scan and e-mail a copy to us as soon as possible and in advance of closing. We are also attaching a Continuing Disclosure Certificate for the Mayor and City Clerk to sign. Please retain one executed copy for the City's records and e-mail a copy to us as soon as possible and in advance of closing. Finally, we are attaching a Registrar and Paying Agent Agreement for the Mayor and City Clerk to sign. Please print a copy for execution, after which it should be returned to us by email so that we may forward it to UMB BANK, N.A. for signature as soon as possible and in advance of closing. 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 Tionna Pooler Lori Meeker DORSEY B WHITNEY LLP Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA MINUTES TO AUTHORIZE SALE AND ISSUANCE OF BONDS 430411-5 Dubuque, Iowa July 17, 2023 The City Council of the City of Dubuque, Iowa, met on July 17, 2023, at o'clock .m., at the Dubuque, Iowa. The meeting was called to order by the Mayor, and the roll was called showing the following Council Members present and absent: Present: Absent: This being the time and place fixed by the City Council for the consideration of bids for the purchase of Taxable General Obligation Corporate Purpose Bonds, Series 2023A to be issued in evidence of the City's obligation under a loan agreement, the Mayor announced that bids had been received and canvassed on behalf of the City at the time and place fixed therefor. The results of the bids were then read and the substance of such bids was noted in the minutes, as follows: Name and Address of Bidder Final Bid (interest cost) (Attached bid tabulation) After due consideration and discussion, Council Member introduced the following resolution and moved its adoption, seconded by Council Member The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted: Ayes: Nays: Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out. -1- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA At the conclusion of the meeting, and upon motion and vote, the City Council adjourned. Attest: City Clerk Mayor -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA RESOLUTION NO. Resolution authorizing and approving a Loan Agreement, providing for the sale and issuance of Taxable General Obligation Corporate Purpose Bonds, Series 2023A, and providing for the levy of taxes to pay the same 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 (the "Municipal Buildings Project"), 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 (the "Parking Ramp Facilities Project"), 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 (the "Five Flags Arena Project"), 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 Ice Center (Dubuque Ice Arena) Settling Remediation and Building Improvements Project, an authorized urban renewal project in the Dubuque Greater Downtown Urban Renewal Area (the "Urban Renewal Project" and together with the Municipal Buildings Project, the Parking Ramp Facilities Project, and the Five Flags Arena Project the "Projects"), 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 -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA 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 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 the City has made provision for the approval of the P.O.S. and has authorized its use by Independent Public Advisors, LLC, as municipal advisor to the City; and WHEREAS, pursuant to advertisement of sale, bids for the purchase of the Bonds to be issued in evidence of the City's obligation under the Loan Agreement were received and canvassed on behalf of the City at the appointed time for the payment of costs of the Projects; and WHEREAS, upon final consideration of all bids, the bid of , (the "Purchaser"), was the best, such bid proposing the lowest interest cost to the City; and WHEREAS, it is now necessary to make final provision for the approval of the Loan Agreement and to authorize the issuance of the Bonds; NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa, as follows: Section 1. The form of agreement of sale of the Bonds with the Purchaser is hereby approved, and the Mayor and City Clerk are hereby authorized to accept and execute the same for and on behalf of the City. Section 2. The City shall enter into the Loan Agreement with the Purchaser in substantially the form as has been placed on file with the City Council, providing for a loan to the City in the principal amount of $6,090,000 for the purposes set forth in the preamble hereof. The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agreement on behalf of the City, and the Loan Agreement is hereby approved. Section 3. The bid of the Purchaser referred to in the preamble hereof is hereby accepted, and the Bonds, in the aggregate principal amount of $6,090,000, are hereby authorized to be issued in evidence of the City's obligations under the Loan Agreement. The Bonds shall be dated August 1, 2023, shall be issued in the denomination of $5,000 each or any integral multiple thereof and shall mature on June 1 in each of the years, in the respective principal amounts, and bearing interest at the respective rates as follows: -4- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 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 % Section 4. UMB Bank, n.a., West Des Moines, Iowa, is hereby designated as the Registrar and Paying Agent for the Bonds and may be hereinafter referred to as the "Registrar" or the "Paying Agent." The City shall enter into an agreement (the "Registrar/Paying Agent Agreement") with the Registrar, in substantially the form as has been placed on file with the Council; the Mayor and City Clerk are hereby authorized and directed to sign the Registrar/Paying Agent Agreement on behalf of the City; and the Registrar/Paying Agent Agreement is hereby approved. The City reserves the right to optionally prepay part or all of the principal of the Bonds maturing in the years 2032 to 2043, inclusive, prior to and in any order of maturity on June 1, 2031, or on any date thereafter upon terms of par and accrued interest. If less than all of the Bonds of any like maturity are to be redeemed, the particular part of those Bonds to be redeemed shall be selected by the Registrar by lot. The Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Bond in a denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the registered owner thereof, upon surrender of such original Bond, a new Bond or Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Bond. Notice of such redemption as aforesaid identifying the Bond or Bonds (or portion thereof) to be redeemed shall be sent by electronic means or by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 days prior to such redemption date. All of such Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. Accrued interest on the Bonds shall be payable semiannually on the first day of June and December in each year, commencing December 1, 2023. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the Bonds shall be made to the registered owners appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date and shall be paid to the registered owners at the addresses shown on such registration books. Principal of the -5- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA Bonds shall be payable in lawful money of the United States of America to the registered owners or their legal representatives upon presentation and surrender of the Bond or Bonds at the office of the Paying Agent. The Bonds shall be executed on behalf of the City with the official manual or facsimile signature of the Mayor and attested with the official manual or facsimile signature of the City Clerk, and shall be fully registered Bonds without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Bonds shall not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the Registrar. The Bonds shall be fully registered as to principal and interest in the names of the owners on the registration books of the City kept by the Registrar, and after such registration, payment of the principal thereof and interest thereon shall be made only to the registered owners or their legal representatives or assigns. Each Bond shall be transferable only upon the registration books of the City upon presentation to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The record and identity of the owners of the Bonds shall be kept confidential as provided by Section 22.7 of the Code of Iowa. Section 5. Notwithstanding anything above to the contrary, the Bonds shall be issued initially as Depository Bonds, with one fully registered Bond for each maturity date, in principal amounts equal to the amount of principal maturing on each such date, and registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). On original issue, the Bonds shall be deposited with DTC for the purpose of maintaining a book - entry system for recording the ownership interests of its participants and the transfer of those interests among its participants (the "Participants"). In the event that DTC determines not to continue to act as securities depository for the Bonds or the City determines not to continue the book -entry system for recording ownership interests in the Bonds with DTC, the City will discontinue the book -entry system with DTC. If the City does not select another qualified securities depository to replace DTC (or a successor depository) in order to continue a book - entry system, the City will register and deliver replacement Bonds in the form of fully registered certificates, in authorized denominations of $5,000 or integral multiples of $5,000, in accordance with instructions from Cede & Co., as nominee for DTC. In the event that the City identifies a qualified securities depository to replace DTC, the City will register and deliver replacement Bonds, fully registered in the name of such depository, or its nominee, in the denominations as set forth above, as reduced from time to time prior to maturity in connection with redemptions or retirements by call or payment, and in such event, such depository will then maintain the book - entry system for recording ownership interests in the Bonds. -6- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA Ownership interests in the Bonds may be purchased by or through Participants. Such Participants and the persons for whom they acquire interests in the Bonds as nominees will not receive certificated Bonds, but each such Participant will receive a credit balance in the records of DTC in the amount of such Participant's interest in the Bonds, which will be confirmed in accordance with DTC's standard procedures. Each such person for which a Participant has an interest in the Bonds, as nominee, may desire to make arrangements with such Participant to have all notices of redemption or other communications of the City to DTC, which may affect such person, forwarded in writing by such Participant and to have notification made of all interest payments. The City will have no responsibility or obligation to such Participants or the persons for whom they act as nominees with respect to payment to or providing of notice for such Participants or the persons for whom they act as nominees. As used herein, the term `Beneficial Owner" shall hereinafter be deemed to include the person for whom the Participant acquires an interest in the Bonds. DTC will receive payments from the City, to be remitted by DTC to the Participants for subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial Owner in the Bonds will be recorded on the records of the Participants whose ownership interest will be recorded on a computerized book -entry system kept by DTC. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the City to DTC, and DTC shall forward (or cause to be forwarded) the notices to the Participants so that the Participants can forward the same to the Beneficial Owners. Beneficial Owners will receive written confirmations of their purchases from the Participants acting on behalf of the Beneficial Owners detailing the terms of the Bonds acquired. Transfers of ownership interests in the Bonds will be accomplished by book entries made by DTC and the Participants who act on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Bonds, except as specifically provided herein. Interest and principal will be paid when due by the City to DTC, then paid by DTC to the Participants and thereafter paid by the Participants to the Beneficial Owners. Section 6. The Bonds shall be in substantially the following form: -7- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA DUBUQUE COUNTY CITY OF DUBUQUE TAXABLE GENERAL OBLIGATION CORPORATE PURPOSE BOND, SERIES 2023A No. $ RATE MATURITY DATE BOND DATE CUSIP % June 1, August 1, 2023 The City of Dubuque (the "City"), in Dubuque County, State of Iowa, for value received, promises to pay on the maturity date of this Bond to Cede & Co. New York, New York or registered assigns, the principal sum of U12516IMNII 130161a 11T.y in lawful money of the United States of America upon presentation and surrender of this Bond at the office of UMB Bank, n.a., West Des Moines, Iowa (hereinafter referred to as the "Registrar" or the "Paying Agent"), with interest on said sum, until paid, at the rate per annum specified above from the date of this Bond, or from the most recent interest payment date on which interest has been paid, on June 1 and December 1 of each year, commencing December 1, 2023, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Interest on this Bond is payable to the registered owner appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date, and shall be paid to the registered owner at the address shown on such registration books. Interest shall be calculated on the basis of a 360- day year comprised of twelve 30-day months. This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Registrar. This Bond is one of a series of Taxable General Obligation Corporate Purpose Bonds, Series 2023A (the "Bonds") issued by the City to evidence its obligation under a certain loan agreement, dated as of August 1, 2023 (the "Loan Agreement'), entered into by the City for the purpose of paying the cost, to that extent, of (1) undertaking repairs and improvements for municipal buildings; (2) undertaking repairs and improvements to municipal parking ramp facilities; (3) undertaking repairs and improvements to the Five Flags Arena facilities; and (4) 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. The Bonds are issued pursuant to and in strict compliance with the provisions of Chapters 76 and 384 of the Code of Iowa, 2023, and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution (the "Resolution") of the City Council, adopted on July 17, 2023, authorizing and approving the Loan Agreement and providing for the issuance and securing the payment -8- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA of the Bonds, and reference is hereby made to the Resolution and the Loan Agreement for a more complete statement as to the source of payment of the Bonds and the rights of the owners of the Bonds. The City reserves the right to optionally prepay part or all of the principal of the Bonds maturing in the years 2032 to 2043, inclusive, prior to and in any order of maturity on June 1, 2031, or on any date thereafter upon terms of par and accrued interest. If less than all of the Bonds of any like maturity are to be redeemed, the particular part of those Bonds to be redeemed shall be selected by the Registrar by lot. The Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Bond in a denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the registered owner thereof, upon surrender of such original Bond, a new Bond or Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Bond. Notice of such redemption as aforesaid identifying the Bond or Bonds (or portion thereof) to be redeemed shall be sent by electronic means or by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 days prior to such redemption date. All of such Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the City in the office of the Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form hereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The City, the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the Registrar and the Paying Agent shall not be affected by any notice to the contrary. And It Is Hereby Certified and Recited that all acts, conditions and things required by the laws and Constitution of the State of Iowa, to exist, to be had, to be done or to be performed precedent to and in the issue of this Bond were and have been properly existent, had, done and performed in regular and due form and time; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on this Bond as the same will respectively become due; and that the total indebtedness of the City, including this Bond, does not exceed any constitutional or statutory limitations. -9- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA IN TESTIMONY WHEREOF, the City of Dubuque, Iowa, by its City Council, has caused this Bond to be executed with the duly authorized facsimile signature of its Mayor and attested with the duly authorized facsimile signature of its City Clerk, as of August 1, 2023. CITY OF DUBUQUE, IOWA By (DO NOT SIGN) Mayor Attest: (DO NOT SIGN) City Clerk Registration Date: (Registration Date) REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within -mentioned Resolution. UMB BANK, N.A. West Des Moines, Iowa Registrar By (Authorized Signature) Authorized Officer M: WlL/_rI1612 .y The following abbreviations, when used in this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN - as tenants in common UTMA - as tenants by the entireties - as joint tenants with right of survivorship and not as tenants in common (Custodian) As Custodian for (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. -10- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA ASSIGNMENT For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this (Please print or type name and address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE and does hereby irrevocably appoint , Attorney, to transfer this Bond on the books kept for registration thereof with full power of substitution. Dated: Signature guaranteed: (Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signatures to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program.) NOTICE: The signature to this Assignment must correspond with the name of the registered owner as it appears on this Bond in every particular, without alteration or enlargement or any change whatever. -11- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA Section 7. The Bonds shall be executed as herein provided as soon after the adoption of this resolution as may be possible, and thereupon they shall be delivered to the Registrar for registration, authentication and delivery to or on behalf of the Purchaser, upon receipt of the loan proceeds ($ ), including original issue premium ($ ) (the "Loan Proceeds"), and all action heretofore taken in connection with the Loan Agreement is hereby ratified and confirmed in all respects. A portion of the Loan Proceeds ($ ) shall be retained by the Purchaser as the underwriter's discount. A portion of the Loan Proceeds ($ ) (the "Project Proceeds") received from the sale of the Bonds shall be deposited in a dedicated fund (the "Project Fund"), which is hereby created, to be used for the payment of costs of the Projects and to the extent that Project Proceeds remain after the full payment of the costs of the Projects, such Proceeds, shall be transferred to the Debt Service Fund for the payment of interest on the Bonds. The Loan Proceeds received as capitalized interest proceeds ($ ) shall be deposited into the Debt Service Fund for payment of interest on the Bonds as the same becomes due. The remainder of the Loan Proceeds ($ ) (the "Cost of Issuance Proceeds"), received from the sale of the Bonds shall be deposited in the Project Fund, and shall be used for the payment of costs of issuance of the Bonds, and to the extent that Cost of Issuance Proceeds remain after the full payment of the costs of issuance of the Bonds, such Cost of Issuance Proceeds shall be transferred to the Debt Service Fund for the payment of interest on the Bonds. The City shall keep a detailed and segregated accounting of the expenditure of, and investment earnings on, the Loan Proceeds to ensure compliance with the requirements of the Internal Revenue Code, as hereinafter defined. Section 8. 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, there is hereby ordered levied on all the taxable property in the City the following direct annual tax for collection in each of the following fiscal years: For collection in the fiscal year beginning July 1, 2024, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2025, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2026, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2027, sufficient to produce the net annual sum of $ ; -12- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA For collection in the fiscal year beginning July 1, 2028, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2029, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2030, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2031, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2032, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2033, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2034, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2035, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2036, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2037, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2038, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2039, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2040, sufficient to produce the net annual sum of $ ; For collection in the fiscal year beginning July 1, 2041, sufficient to produce the net annual sum of $ ; and For collection in the fiscal year beginning July 1, 2042, sufficient to produce the net annual sum of $ -13- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA Section 9. A certified copy of this resolution shall be filed with the County Auditor of Dubuque County, and the County Auditor is hereby instructed to enter for collection and assess the tax hereby 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 City and when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the City 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 hereby authorized and for no other purpose whatsoever. Pursuant to the provisions of Section 76.4 of the Code of Iowa, each year while the Bonds remain outstanding and unpaid, any funds of the City which may lawfully be applied for such purpose, including incremental property tax revenues as provided for in Section 403.19 of the Code of Iowa, 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 Section 8 of this Resolution, shall be reduced by the amount of such alternate funds as have been appropriated for said purpose and evidenced in the City's budget. The City hereby reaffirms its intent to budget and appropriate incremental property tax revenues for the payment of some or all of the portion of principal of and interest on the Bonds attributable to the Urban Renewal Project identified in the preamble hereof. Section 10. The interest or principal and both of them falling due in any year or years shall, if necessary, be paid promptly from current funds on hand in advance of taxes levied and when the taxes shall have been collected, reimbursement shall be made to such current funds in the sum thus advanced. Section 11. The Securities and Exchange Commission (the "SEC") has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (the "Rule") that make it unlawful for an underwriter to participate in the primary offering of municipal securities in a principal amount of $1,000,000 or more unless, before submitting a bid or entering into a purchase contract for the bonds, an underwriter has reasonably determined that the issuer or an obligated person has undertaken in writing for the benefit of the bondholders to provide certain disclosure information to prescribed information repositories on a continuing basis or unless and to the extent the offering is exempt from the requirements of the Rule. On the date of issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Certificate pursuant to which the City will undertake to comply with the Rule. The City covenants and agrees that it will comply with and carry out the provisions of the Continuing Disclosure Certificate. Any and all of the officers of the City are hereby authorized and directed to take any and all actions as may be necessary to comply with the Rule and the Continuing Disclosure Certificate. Section 12. The Mayor and the City Clerk are authorized to execute and deliver any and all documents required by bond counsel to effectuate the purposes of this resolution and to issue the Bonds, including without limitation purchase agreements and closing certificates. -14- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA Section 13. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 14. This resolution shall be in full force and effect immediately upon its approval and adoption, as provided by law. Passed and approved July 17, 2023. Attest: City Clerk Mayor -15- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA ATTESTATION CERTIFICATE STATE OF IOWA COUNTY OF DUBUQUE SS: CITY OF DUBUQUE I, the undersigned, City Clerk of the City of Dubuque, do hereby certify that as such City Clerk I have in my possession or have access to the complete corporate records of the City and of its City Council and officers and that I have carefully compared the transcript hereto attached with those corporate records and that the transcript hereto attached is a true, correct and complete copy of all the corporate records in relation to the adoption of a resolution authorizing a Loan Agreement and providing for the sale and issuance of $6,090,000 Taxable General Obligation Corporate Purpose Bonds, Series 2023A of the City evidencing the City's obligation under the Loan Agreement and that the transcript hereto attached contains a true, correct and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time with respect thereto. I further certify that no appeal has been taken to the District Court from the decision of the City Council to enter into the Loan Agreement, to issue the Bonds or to levy taxes to pay the principal of and interest on the Bonds. WITNESS MY HAND this day of 92023. City Clerk -16- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA COUNTY FILING CERTIFICATE STATE OF IOWA SS: DUBUQUE COUNTY I, the undersigned, County Auditor of Dubuque County, in the State of Iowa, do hereby certify that on the day of , 2023, the City Clerk of the City of Dubuque filed in my office a certified copy of a resolution of such City shown to have been adopted by the City Council and approved by the Mayor thereof on July 17, 2023, entitled: "Resolution authorizing and approving a Loan Agreement, providing for the sale and issuance of Taxable General Obligation Corporate Purpose Bonds, Series 2023A, and providing for the levy of taxes to pay the same," and that I have duly placed a copy of the resolution on file in my records. I further certify that the taxes provided for in that resolution will in due time, manner and season be entered on the State and County tax lists of this County for collection in the fiscal year beginning July 1, 2024, and subsequent years as provided in the resolution. WITNESS MY HAND this day of , 2023. County Auditor -17- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque/430411-5/ CDC over $10 Million 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. -1- Dubuque/430411-5/ CDC over $10 Million "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. 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 -2- Dubuque/430411-5/ CDC over $10 Million 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 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 Other Debt Water Revenue Debt Sewer Revenue Debt Stormwater Revenue Debt Other Obligations Debt Ratios Direct General Obligation Debt Levies and Collections Tax Rates City of Dubuque 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. 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- Dubuque/430411-5/ CDC over $10 Million (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 of proposed 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 (IQ: 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. -4- Dubuque/430411-5/ CDC over $10 Million (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. (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 ag 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 -5- Dubuque/430411-5/ CDC over $10 Million 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. 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. -6- Dubuque/430411-5/ CDC over $10 Million 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 -7- LOAN AGREEMENT This Loan Agreement is entered into as of July 17, 2023, by and between the City of Dubuque, Iowa (the "City") and (the "Purchaser"). The parties agree as follows: 1. The Purchaser shall loan to the City the sum of $6,090,000 and the City's obligation to repay hereunder shall be evidenced by the issuance of Taxable General Obligation Corporate Purpose Bonds, Series 2023A in the aggregate principal amount of $6,090,000 (the "Bonds"). 2. The City has adopted a resolution on July 17, 2023 (the "Resolution") authorizing and approving this Loan Agreement and providing for the issuance of the Bonds and the levy of taxes to pay the principal of and interest on the Bonds for the purpose or purposes set forth in the Resolution. The Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. In and by the Resolution, provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on the Bonds as the same will respectively become due. 3. The Bonds, in substantially the form set forth in the Resolution, shall be executed and delivered to or on behalf of the Purchaser to evidence the City's obligation to repay the amount payable hereunder. The Bonds shall be dated July 17, 2023, shall bear interest, shall be payable as to principal on the dates and in the amounts, shall be subject to prepayment prior to maturity and shall contain such other terms and provisions as provided therein and in the Resolution. 4. This Loan Agreement is executed pursuant to the provisions of Section 384.24A of the Code of Iowa and shall be read and construed as conforming to all provisions and requirements of the statute. IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written. Attest: City Clerk CITY OF DUBUQUE, IOWA LM so Mayor (Signature) (Print Name and Title) REGISTRAR / PAYING AGENT AGREEMENT THIS AGREEMENT is made and entered into this August 1, 2023 (the "Dated Date") by and between the City of Dubuque, Iowa hereinafter called "ISSUER", and UMB Bank, n.a., a national banking association with its principal payment office in Kansas City, Missouri, in its capacity as paying agent and registrar, hereinafter called the "AGENT". WHEREAS, the ISSUER has issued, or is currently in the process of issuing, pursuant to an ordinance, resolution, order, final terms certificate, notice of sale or other authorizing instrument of the governing body of the ISSUER, hereinafter collectively called the "Bond Document" certain bonds, certificates, notes and/or other debt instruments, more particularly described as $6,090,000 Taxable General Obligation Corporate Purpose Bonds, Series 2023A hereinafter called the "Bonds"; and WHEREAS, pursuant to the Bond Document, the ISSUER has designated and appointed the AGENT as agent to perform registrar and paying agent services, to wit: establishing and maintaining a record of the owners of the Bonds, effecting the transfer of ownership of the Bonds in an orderly and efficient manner, making payments of principal and interest when due pursuant to the terms and conditions of the Bonds, and for other related purposes; and WHEREAS, the AGENT has represented that it possesses the necessary qualifications and maintains the necessary facilities to properly perform the required services as such registrar and paying agent and is willing to serve in such capacities for the ISSUER; NOW THEREFORE, in consideration of mutual promises and covenants herein contained the parties agree as follows: 1. The ISSUER has designated and appointed the AGENT as registrar and paying agent of the Bonds pursuant to the Bond Document, and the AGENT has accepted such appointment and agrees to provide the services set forth therein and herein. 2. The ISSUER agrees to deliver or cause to be delivered to the AGENT a transcript of the proceedings related to the Bonds to contain the following documents: a) A copy of the Bond Document, and the consent or approval of any other governmental or regulatory authority, required by law to approve or authorize the issuance of the Bonds; b) A written opinion by an attorney or by a firm of attorneys with a nationally recognized standing in the field of municipal bond financing, and any supporting or supplemental opinions, to the effect that the Bonds and the Bond Document have been duly authorized and issued by, are legally binding upon and are enforceable against the ISSUER; c) A closing certificate of the ISSUER, a closing certificate and/or receipt of the purchaser(s) of the Bonds, and such other documents related to the issuance of the Bonds as the Agent reasonably deems necessary or appropriate; and d) Unless Paragraph 20 hereof is applicable, in addition to the transcript of proceedings a reasonable supply of blank Bond certificates bearing the manual or facsimile signatures of officials of the ISSUER authorized to sign certificates and, if required by the Bond Document, impressed with the ISSUER's seal or facsimile thereof, to enable the AGENT to provide Bond Certificates to the holders of the Bonds upon original issuance or the transfer thereof. The foregoing documents may be subject to the review and approval of legal counsel for the AGENT. Furthermore, the ISSUER shall provide to the AGENT prompt written notification of any future amendment or change in respect of any of the foregoing, together with such documentation as the AGENT reasonably deems necessary or appropriate. 3. Unless Paragraph 20 hereof is applicable, Bond certificates provided by the ISSUER shall be printed in a manner to minimize the possibility of counterfeiting. This requirement shall be deemed satisfied by use of a certificate format meeting the standard developed by the American National Standards Committee or in such other format as the AGENT may accept by its authentication thereof. The AGENT shall have no responsibility for the form or contents of any such certificates. The ISSUER shall, while any of the Bonds are outstanding, provide a reasonable supply of additional blank certificates at any time upon request of the AGENT. All such certificates shall satisfy the requirements set forth in Paragraphs 2(d) and 3. 4. The AGENT shall initially register and authenticate, pursuant to instructions from the ISSUER and/or the initial purchaser(s) of the Bonds, one or more Bonds and shall enter into a Bond registry record the certificate number of the Bond and the name and address of the owner. The AGENT shall maintain such registry of owners of the Bonds until all the Bonds have been fully paid and surrendered. The initial owner of each Bond as reflected in the registry of owners shall not be changed except upon transfers of ownership and in accordance with procedures set forth in the Bond Document or this Agreement. 5. Transfers of ownership of the Bonds shall be made by the AGENT as set forth in the Bond Document. Absent specific guidelines in the Bond Document, transfers of ownership of the Bonds shall be made by the AGENT only upon delivery to the AGENT of a properly endorsed Bond or of a Bond accompanied by a properly endorsed transfer instrument, accompanied by such documents as the AGENT may deem necessary to evidence the authority of the person making the transfer, and satisfactory evidence of compliance with all applicable laws relating to the collection of taxes. The AGENT reserves the right to refuse to transfer any Bond until it is satisfied that each necessary endorsement is genuine and effective, and for that purpose it may require guarantees of signatures in accordance with applicable rules of the Securities and Exchange Commission and the standards and procedures of the AGENT, together with such other assurances as the AGENT shall deem necessary or appropriate. The AGENT shall incur no liability for delays in registering transfers as a result of inquiries into adverse claims or for the refusal in good faith to make transfers which it, in its judgment, deems improper or unauthorized. Upon presentation and surrender of any duly registered Bond and satisfaction of the transferability requirements, the AGENT shall (a) cancel the surrendered Bond; (b) register a new Bond(s) as directed in the same aggregate principal amount and maturity; (c) authenticate the new Bond(s); and (d) enter the transferee's name and address, together with the certificate number of the new Bond(s), in its registry of owners. 6. The AGENT may deliver Bonds by first class, certified, or registered mail, or by courier. 2 7. Ownership of, payment of the principal amount of, redemption premium, if any, and interest due on the Bonds and delivery of notices shall be subject to the provisions of the Bond Document, and for all other purposes. The AGENT shall have no responsibility to determine the beneficial owners of any Bonds and shall owe no duties to any such beneficial owners. Upon written request and reasonable notice from the ISSUER, the AGENT will mail, at the ISSUER's expense, notices or other communications from the ISSUER to the holders of the Bonds as recorded in the registry maintained by the AGENT. 8. Unless the Bond Document provides otherwise, the ISSUER shall, without notice from or demand of the AGENT, provide to the AGENT funds that are immediately available at least one business day prior to the relevant interest and/or principal payment date, sufficient to pay on each interest payment date and each principal payment date, all interest and principal then payable under the terms and provisions of the Bond Document and the Bonds. The AGENT shall have no responsibility to make any such payments to the extent ISSUER has not provided sufficient immediately available funds to AGENT on the relevant payment date. Unless the Bond Document provides otherwise, in the event that an interest and/or principal payment date shall be a date that is not a business day, payment may be made on the next succeeding business day and no interest shall accrue. The term "business day" shall include all days except Saturdays, Sundays and legal holidays recognized by the Federal Reserve Bank of Kansas City, Missouri. 9. Unless otherwise provided in the Bond Document and subject to the provisions of Paragraph 12 hereof, to the extent that the ISSUER has made sufficient funds available to it, the AGENT will pay to the record owners of the Bonds as of any record date (as specified in the Bond certificate or Bond Document) the interest due thereon as of the related interest payment date or any redemption date and, will pay upon presentation and surrender of such Bond at maturity or earlier date of redemption to the owner of any Bond, the principal or redemption amount of such Bond. 10. The AGENT may make a charge against any Bond owner sufficient for the reimbursement of any governmental tax or other charge required to be paid for any reason, including, but not limited to, failure of such owner to provide a correct taxpayer identification number to the AGENT. Such charge may be deducted from an interest or principal payment due to such owner. 11. Unless payment of interest, principal, and redemption premium, if any, is made by electronic transfer all payments will be made by check or draft and mailed to the last address of the owner as reflected on the registry of owners, or to such other address as directed in writing by the owner. In the event of payment of interest, the principal amount of and redemption premium, if any, by electronic transfer, the AGENT shall make payment by such means, at the expense of the ISSUER, pursuant to written instructions from the owner. 12. Subject to the provisions of the Bond Document, the AGENT may pay at maturity or redemption or issue new certificates to replace certificates represented to the AGENT to have been lost, destroyed, stolen or otherwise wrongfully taken, but first may require the Bond owner to pay a replacement fee, to furnish an affidavit of loss, and/or furnish either an indemnity bond or other indemnification satisfactory to the AGENT indemnifying the ISSUER and the AGENT. 3 13. The AGENT shall comply with the provisions, if any, of the Bond Document and the rules of the Securities and Exchange Commission pertaining to the cancellation and retention of Bond certificates and the periodic certification to the Issuer of the cancellation of such Bond certificates. In the event that the ISSUER requests in writing that the AGENT forward to the ISSUER the cancelled Bond certificates, the ISSUER agrees to comply with the foregoing described rules. The AGENT shall have no duty to retain any documents or records pertaining to this Agreement, the Bond Document or the Bonds any longer than eleven years after final payment on the Bonds, unless otherwise required by the rules of the Securities and Exchange Commission or other applicable law. 14. In case of any request or demand for inspection of the registry of owners or other related records maintained by the AGENT, the AGENT may be entitled to receive appropriate instructions from the ISSUER before permitting or refusing such inspection. The AGENT reserves the right, however, to only permit such inspection at a location and at such reasonable time or times designated by the Agent. 15. The AGENT is authorized to act on the order, directions or instructions of such officials as the governing body of ISSUER as the ISSUER by resolution or other proper action shall designate. The AGENT shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by the proper official(s), and the ISSUER shall promptly notify AGENT in writing of any change in the identity or authority of officials authorized to sign Bond certificates, written instructions or requests. If not so provided in the Bond Document, if any official whose manual or facsimile signature appears on blank Bond certificates shall die, resign or be removed from office or authority before the authentication of such certificates by the Agent, the AGENT may nevertheless issue such certificates until specifically directed to the contrary in writing by the ISSUER. 16. The AGENT shall provide notice(s) to the owners of the Bonds and such depositories, banks, brokers, rating agencies, information services, repositories, or publications as required by the terms of the Bond Document and to any other entities that request such notice(s) and, if so directed in such other manner and to such other parties as the Issuer shall so direct in writing and at the expense of the ISSUER. 17. The ISSUER shall compensate the AGENT for the AGENT's ordinary services as paying agent and registrar and shall reimburse the AGENT for all ordinary out-of-pocket expenses, charges, advances, counsel fees and other costs incurred in connection with the Bonds, the Bond Document and this Agreement as set forth in the Exhibit A or as otherwise agreed to by the Issuer and Agent in writing. In addition, should it become necessary for the AGENT to perform extraordinary services, the AGENT shall be entitled to extra compensation therefor and reimbursement for any out-of-pocket extraordinary costs and expenses, including, but not limited to, attorneys' fees. 18. The AGENT may resign, or be removed by the ISSUER, as provided in the Bond Document, or, if not so provided in the Bond Document, upon thirty days written notice to the other. Upon the effective date of resignation or removal, all obligations of the AGENT hereunder shall cease and terminate. In the event of resignation or removal, the AGENT shall deliver the registry of owners and all related books and records in accordance with the written instructions of the ISSUER or any successor agent designated in writing by the Issuer within a reasonable period following the effective date of its removal or resignation. 2 19. Whenever in the performance of its duties as Agent hereunder, the Bond Document or under the Bonds the AGENT shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, under the Bond Document or under the Bonds, the AGENT may consult with legal counsel, including, but not limited to, legal counsel for the ISSUER, with respect to any matter in connection with this Agreement and it shall not be liable for any action taken or omitted by it in good faith in reliance upon the advice or opinion of such counsel. 20. In the event that the Bond Document provides that the initial registered owner of all of the Bond certificates is or may be the Depository Trust Company, or any other securities depository or registered clearing agency qualified under the Securities and Exchange Act of 1934, as amended (a "Securities Depository"), none of the beneficial owners will receive certificates representing their respective interest in the Bonds. Except to the extent provided otherwise in the Bond Document, the following provisions shall apply: a) The registry of owners maintained by the AGENT will reflect as owner of the Bonds only the Securities Depository or its nominee, until and unless the ISSUER authorizes the delivery of Bond certificates to the beneficial owners as described in subsection (d) below. b) It is anticipated that during the term of the Bonds, the Securities Depository will make book - entry transfers among its participants and receive and transmit payments of principal and interest on the Bonds to the participants, unless and until the ISSUER authorizes the delivery of Bonds to the beneficial owners as described in subsection (d) below. c) The ISSUER may at any time, in accordance with the Bond Document, select and appoint a successor Securities Depository and shall notify the Agent of such selection and appointment in writing. d) If the ISSUER determines that the holding of the Bonds by the Securities Depository is no longer in the best interests of the beneficial owners of the Bonds, then the AGENT, at the written instruction and expense of the ISSUER, shall notify the beneficial owners of the Bonds by first class mail of such determination and of the availability of certificates to owners requesting the same. The AGENT shall register in the names of and authenticate and deliver certificates representing their respective interests in the Bonds to the beneficial owners or their nominees, in principal amounts and maturities representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption. In such event, all references to the Securities Depository herein shall relate to the period of time when at least one Bond is registered in the name of the Securities Depository or its nominee. For the purposes of this paragraph, the AGENT may conclusively rely on information provided by the Securities Depository and its participants as to principal amounts held by and the names and mailing addresses of the beneficial owners of the Bonds, and shall not be responsible for any investigation to determine the beneficial owners. The cost of printing certificates for the Bonds and expenses of the AGENT shall be paid by the ISSUER. 21. The AGENT shall incur no liability whatsoever in taking or failing to take any action in accordance with the Bond Document, and shall not be liable for any error in judgment made in good faith by an officer or employee of the AGENT unless it shall be proved the AGENT was negligent in ascertaining the pertinent facts or acted intentionally in bad faith. The AGENT shall not be under any 5 obligation to prosecute or defend any action or suit in connection with its duties under the Bond Document or this Agreement or in respect of the Bonds, which, in its opinion, may involve it in expense or liability, unless satisfactory security and indemnity is furnished to the Agent (except as may result from the AGENT's own negligence or willful misconduct). To the extent permitted by law, the ISSUER agrees to indemnify the AGENT for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. To the extent that the ISSUER may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the ISSUER irrevocably agrees not to claim, and it hereby waives, such immunity in connection with any suit or other action brought by the AGENT to enforce the terms of the Bond Document or this Agreement. The AGENT shall only be responsible for performing such duties as are set forth herein, required by the Bond Document, or otherwise agreed to in writing by the AGENT. 22. It is mutually understood and agreed that, unless otherwise provided in the Bonds or Bond Document, this Agreement shall be governed by the laws of the State of Iowa, both as to interpretation and performance. 23. It is understood and agreed by the parties that if any part, term, or provision of this Agreement is held by the courts to be illegal or in conflict with any applicable law, regulation or rule, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid. 24. The name "UMB Bank, n.a." shall include its successor or successors, any surviving corporation into which it may be merged, any new corporation resulting from its consolidation with any other corporation or corporations, the successor or successors of any such surviving or new corporation, and any corporation to which the corporate trust business of said Bank may at any time be transferred. 25. All notices, demands, and request required or permitted to be given to the ISSUER or AGENT under the provisions hereof must be in writing and shall be deemed to have been sufficiently given, upon receipt if (i) personally delivered, (ii) sent by email or electronic means and confirmed by phone or (iii) mailed by registered or certified mail, with return receipt requested, delivered as follows: If to AGENT: UMB Bank, n.a. Attn: Corporate Trust & Escrow Services 7155 Lake Drive, Suite 120 West Des Moines, Iowa 50266 If to ISSUER: City of Dubuque, Iowa Attn: City Clerk City Hall 50 W 13th Street Dubuque, Iowa 52001 no 26. The parties hereto agree that the transactions described herein may be conducted and related documents may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 27. In order to comply with provisions of the USA PATRIOT Act of 2001, as amended from time to time, and the Bank Secrecy Act, as amended from time to time, the AGENT may request certain information and/or documentation to verify confirm and record identification of persons or entities who are parties to this Agreement. 28. If the Bonds are eligible for receipt of any U.S. Treasury Interest Subsidy and if so directed by the Bond Document or, as agreed to in writing between the Issuer and the Paying Agent, the Paying Agent shall comply with the provisions, if any, relating to it as described in the Bond Document or as otherwise agreed upon in writing between the Issuer and the Paying Agent. The Paying Agent shall not be responsible for completion of or the actual filing of Form 8038-CP (or any successor form) with the IRS or any payment from the United States Treasury in accordance with §§ 54AA and 6431 of the Code. IN WITNESS WHEREOF, the parties hereto have, by their duly authorized signatories, set their respective hands on the Dated Date. Attest: City Clerk CITY OF DUBUQUE, IOWA Mayor UMB BANK, N.A., as PAYING AGENT/REGISTRAR By: Authorized Signatory 7 mno PAYING AGENT, BOND REGISTRAR AND TRANSFER AGENT FEE SCHEDULE ADMINISTRATION FEE • Book Entry Bonds • Registered/Private Placement Bonds Initial Fees charged at Closing *Annual Fees charged in arrears month of closing ADDITIONAL SERVICES • Placement of CDs or Sinking Funds • Late Payments • Optional or Partial Redemption • Mandatory Redemption • Early Termination/Full Call • Paying Costs of Issuance SERVICES AVAILABLE UPON REQUEST • Dissemination Agent CHANGES IN FEE SCHEDULE $300 initial/$600 annual $500 initial/$600 annual $500 per set up/outside UMB $100 $300 $100 $500 $500 one-time fee $1,000 annual UMB Bank, N.A. reserves the right to renegotiate this fee schedule Reasonable charges will be made for additional services or reports not contemplated at the time of execution of the Agreement or not covered specifically elsewhere in this schedule. Extraordinary out-of-pocket expenses will be charged at cost. However, this does not include ordinary out-of-pocket expenses such as normal postage and supplies, which are included in the annual fees quoted above. CREDIT OPINION 11 July 2023 Contacts Tatum Drazen +1.312.706.9986 Associate Lead Analyst tatum.drazen@moodys.com David Strungis +1.312.706.9970 VP -Senior Analyst david.strungis@moodys.com City of Dubuque, IA Update to credit analysis following upgrade to Aa2 Summary Dubuque, IA (Aa2) is a regional economic center in northeastern Iowa (Aaa stable), with strong tax base growth. Resident income and full value per capita ratios are below Aa medians and understate the city's economic vitality in part because the city is a regional employment center and it has a student population from the various higher education facilities in the area. The city's healthy financial operations, with strong reserves, have resulted in steady improvement in available fund balance and cash ratios. Roughly three- quarters of the city's operations are related to governmental activities. Business -type activities make up the remaining quarter and are comprised of sewage disposal, water, stormwater, parking facilities and other enterprise funds. The city's leverage is slightly above average for medians in the rating category, while fixed costs are more moderate. CLIENT SERVICES On July 10, Moody's upgraded the city's issuer rating and general obligation unlimited tax (GOULT) rating to Aa2 from Aa3. Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Credit strengths Japan 81-3-5408-4100 » Growing tax base bolstered by role as a regional economic center for northeastern Iowa EMEA 44-20-7772-5454 Very healthy reserves and ample revenue raising flexibility Credit challenges Full value per capita and resident income trail medians for the rating category Elevated leverage Rating outlook Moody's does not typically assign outlooks to cities with this amount of debt. Factors that could lead to an upgrade Moderated debt burden and capital needs Continued economic activity that drives improvement in resident income and full value per capita ratios Factors that could lead to a downgrade Substantial decline in reserves Significant increase in leverage Key indicators Exhibit I Dubuque (City of) IA 2019 2020 2021 2022 Aa Medians Economy Resident income ratio (%) 96.2% 94.6% 96.7% N/A 115.0% Full Value ($000) $4,790,304 $4,836,468 $5,189,859 $5,258,166 $2,649,338 Population 58,196 58,052 59,379 N/A 22,694 Full value per capita ($) $82,313 $83,313 $87,402 N/A $108,666 Economic growth metric (%) N/A 0.1% 1.0% N/A -0.5% Financial Performance Revenue ($000) $150,568 $148,629 $163,467 $169,586 $48,404 Available fund balance ($000) $58,448 $63,626 $84,580 $101,401 $24,069 Net unrestricted cash ($000) $74,316 $78,184 $117,235 $148,370 $32,092 Available fund balance ratio (%) 38.8% 42.8% 51.7% 59.8% 51.0% Liauiditv ratio (%1 49.4% 52.6% 71.7% 87.5% 69.0% Debt ($000) $255,688 $252,847 $246,294 $244,332 $34,496 Adjusted net pension liabilities ($000) $172,975 $204,943 $266,638 $203,360 $55,543 Adjusted net OPEB liabilities ($000) $5,800 $5,863 $5,991 $5,601 $6,316 Other long-term liabilities ($000) $6,281 $6,735 $7,317 $7,853 $1,623 Long-term liabilities ratio (%) 292.7% 316.5% 321.9% 271.9% 244.8% Fixed costs Implied debt service ($000) $19,417 $18,642 $18,107 $17,275 $2,436 Pension tread water contribution ($000) $5,909 $5,938 $6,781 N/A $1,565 OPEB contributions ($000) $453 $380 $269 $361 $178 Implied cost of other long-term liabilities ($000) $459 $458 $482 $513 $109 Fixed -costs ratio (%) 17.4% 17.1% 15.7% 14.7% 11.1% For definitions of the metrics in the table above please refer to the US Cities and Counties Methodology or see the Glossary in the Appendix below. Metrics represented as N/A indicate the data were not available at the time of publication. The medians come from our most recently published US Cities and Counties Median Report. The Economic Growth metric cited above compares the five-year CAGR of real GDP for Dubuque, IA Metropolitan Statistical Area to the five-year CAGR of real GDP for the US. Sources: US Census Bureau, Dubuque (City of) IA's financial statements and Moody's Investors Service, US Bureau of Economic Analysis Profile The City of Dubuque is a regional economic center located on the Mississippi River in northeastern Iowa (Aaa stable), bounded by Wisconsin (Aal stable) on the northeast and Illinois (A3 stable) on the southeast. The city is roughly 63 miles northeast of Cedar Rapids (Aal stable) and has a population of about 59,000. Detailed credit considerations Economy: regional economic center with somewhat below -average income and wealth The city's tax base is strengthening supported by growing valuations and its role as a regional economic center. The base is diverse with a balanced mix of residential, commercial and industrial property. One small community college, two small colleges, and one small university lend some stability to the local economy bringing nearly 5,000 students to the city. Deere and Company (A2 positive) is by far the largest employer with 2,800 employees. The company has been addingjobs at its Dubuque plant, where they manufacture forestry and construction equipment. Reflective of its regional role, the city is home to a number of large healthcare providers. The city's unemployment rate of 2.3% is materially lower than the nation (3.1%) and in line with the state (2.3%). The city's full valuation has grown by nearly 20% since 2017 including a 1% increase in the most recent year. Current growth is being driven by multifamily housing, senior facilities and industrial investments. Resident income and full value per capita are somewhat below peers at 97% and $87,000 respectively, in part because of the presence of a student population. This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the issuer/deal page on https://ratings.moodys.com for the most updated credit rating action information and rating history. 2 11 July 2023 City of Dubuque, IA: Update to credit analysis following upgrade to Aa2 Dubuque's real gross domestic product (GDP) growth outpaced the nation over the past five years. The city's local economy is likely to remain strong because of it is mix of commercial and industrial industries, stable population and steady tax base growth. Financial operations: strong operating performance; steady improvement in available reserves The city's financial position will likely remain strong supported by solid revenue growth and revenue flexibility. Going into fiscal 2024 (year-end June 30), the city is planning to draw down fund balance by $13.3 million as it expends its ARPA funding on a variety of initiatives including sanitary sewer, broadband fiber and parks and recreation projects. Reserves will remain strong even with the decrease in fund balance. While an audit for fiscal 2023 is not yet finalized, management expects surpluses across governmental funds, business -type activities and the internal service fund of over $20 million. For fiscal 2022, the city closed with a $17 million surplus that increased available fund balance (total governmental available fund balance + business -type net current assets) to $101 million, equal to a healthy 60% of revenue. The city often outperforms the budget because of conservative revenue and expenditure assumptions (see exhibit 2) and has closed each of the last four years with an increase in total reserves. Three-quarters of the city's revenue was generated across governmental funds in fiscal 2022, with business -type activities comprising the remaining 25%. More than half of governmental revenue is comprised of taxes, followed by intergovernmental aid. While Dubuque currently levies the statutory maximum for general operations, it retains flexibility to shift some costs to the employee benefits levy. In Iowa, pension expenses are also supported by an unlimited property tax levy for employee benefits, providing legal flexibility to cover future increases in these costs. Unlimited property tax levies for debt service and pensions. The city could also implement a franchise fee of up to 5% on natural gas, cable and electricity providers, which would generate an estimated $6.2 million annually. A rollback of commercial and industrial assessments that was adopted in the last decade had been backfilled by the state, but that state support will be phased out over eight years beginning in fiscal 2023 costing the city $1.3 million when fully implemented. A change in multifamily housing assessment that began in 2016 with an eight -year phase out, will cost the city $5.7 million when fully phased in. Despite those hits to property taxes, the city's property tax revenue continues to grow at a steady clip each year as the tax base is growing at a robust pace offsetting those losses. The city also has the ability to increase property taxes to offset any decline if it chooses to. Officials typically try to keep the tax burden to the average homeowner relatively flat. Dubuque's gaming revenue are derived from two casinos, the city -owned Q Casino (formally named the Mystique) and the privately owned Diamond Jo Casino. The city is projecting that gaming receipts will continue to grow because it is set to receive a larger allocation of receipts. Revenue derived from the city's 1% local option sales tax, which does not sunset, is split 50/50 between the city operations and capital projects. Local option sales taxes have also been growing. Exhibit 2 Fund Balance General fund 0 Other governmental funds 0 Internal service funds 0 Business -type activities Available fund balance ratio (%) — Aa median available fund balance ratio (%) $100,000 50,000 2019 2020 2021 2022 Source: Moody's Investors Service Liquidity Net cash across the city's governmental, business -type activities and internal services are strong totaling $148 million or 88% of revenue in fiscal 2022 (see exhibit 3). 60 50 40 11 July 2023 City of Dubuque, IA: Update to credit analysis following upgrade to Aa2 Exhibit 3 Cash General fund 0 Other governmental funds 0 Internal service funds 0 Business -type activities — Liquidity ratio (%) Aa median liquidity ratio (%) $150,000 100,000 50,000 0 Source: Moody's Investors Service 2019 2020 2021 2022 IN 60 Leverage: elevated long-term liabilities and moderate fixed -costs ratios The city's leverage will remain a little above the Aa median because of its additional borrowing needs to address a growing region. The city is currently issuing around $6 million in general obligation unlimited tax (GOULT) debt for citywide projects. When incorporating pension and other -post employment (OPEB) liabilities, total leverage was 272% of revenue at the close of fiscal 2022 (see Exhibit 4). The city's fixed cost ratio is moderate at 15% of revenue, with costs primarily being composed of debt service that is supported by an unlimited property tax levy. The city expects to issue general obligation and revenue bonds of between $23 million and $43 million in each of the next five years to finance various capital improvements. Exhibit 4 Total Primary Government - Long Term Liabilities Governmental Debt 0 Business -Type Activity Debt 0 Adjusted net pension liabilities Adjusted net other post -employment liabilities 0 Other long-term liabilities — Long-term liabilities ratio (%) Aa median long-term liabilities ratio (%) $400,000 E 200,000 0 Source: Moody's Investors Service 2019 2020 2021 2022 320 300 280 260 240 Legal security The city's GOULT debt, including the current issuances, are backed by the city's unlimited taxing power. The city is required to levy ad valorem taxes upon all taxable property in the city without limit as to rate or amount sufficient to pay the debt service except to the extent that other moneys are deposited in the debt service fund for such purposes. The city's moral obligation bonds (Annual Appropriation Tax Supported, Series 2015A) are backed by a senior lien on pledged sales tax increment revenue collected and distributed by the state. The bonds also benefit from a standby levy of debt service taxes which are subject to the city's moral obligation pledge to consider appropriating from its debt service levy to replenish the debt service reserve if it is drawn upon. 4 11 July 2023 City of Dubuque, IA: Update to credit analysis following upgrade to Aa2 Debt structure All of the city's debt is long term and fixed-rate. Debt -related derivatives The city is not a party to any derivative agreements. Pensions and OPEB The city participates in two defined benefit multiple -employer cost -sharing plan, the Iowa Public Employees' Retirement System (IPERS) and Municipal Fire and Police Retirement System of Iowa (MFPRSI). On an annual basis, the plan establishes local government retirement contributions as a share of annual payroll based on actuarial requirements. Moody's ANPL uses the cost -sharing plan allocation of plan liabilities and fair market value of assets reported by the city under GASB 68 but reflects the use of the FTSE Pension Liability Index, a high investment -grade long-term taxable bond index, to value the plan's liabilities. The city's other post -employment benefit liability is very small and stems from an implicit rate subsidy. ESG considerations Dubuque (City of) INs ESG Credit Impact Score is Neutral -to -Low CIS-2 Exhibit 5 ESG Credit Impact Score CIS-2 Neutral -to -Low NEGATIVE POSITIVE IMPACT IMPACT For an issuer scored CIS-2 (Neutral -to -Low), its ESG attributes are overall considered as having a neutral -to -low impact on the current rating; i.e., the overall influence of these attributes on the rating is non -material. Source: Moody's Investors Service Dubuque's ESG Credit Impact Score is neutral to low (CIS-2), reflecting moderately negative environmental risks, neutral to low exposure to social risk and positive governance profile. Exhibit 6 ESG Issuer Profile Scores ENVIRONMENTAL Moderately Negative V Source: Moody's Investors Service Environmental SOCIAL Neutral -to -Low GOVERNANCE G -1 Positive The city's E issuer profile score is E-3, reflecting moderately negative physical climate risk because of its exposure to rainfall intensification which can cause water levels along the adjacent Mississippi River to rise, creating the potential for flooding. According to Moody's ESG Solutions, the city has medium -to -high risk for floods. The city has been working on mitigating flooding risk with improvements to the Catfish and Bee Branch watersheds. The effort has been underway since 2001 with a projected completion of 2040. The city has received about $160 million in outside funds toward the nearly $240 million in estimated project costs. To date, the project has included the installation of culverts, inlets, large diameter storm sewers, sewer connections, removing homes in the most 5 11 July 2023 City of Dubuque, IA: Update to credit analysis following upgrade to Aa2 problematic areas and other improvements. Projects that are currently underway or planned include a flood mitigation gate and pump replacement system, additional storm sewers, protection of a city water plant and additional green alleys. The city also benefits from several levies maintained by the US Army Corps of Engineers. The city's other environmental category scores reflect neutral to low risk, including carbon transition, natural resources management and waste and pollution. Social The S issuer profile score is S-2. City demographics, educational attainment and labor market is similar to the nation. Residents have access to basic services. The city has been making investments to expand broadband access and projects that every business and resident will have access to high speed fiber broadband by the end of 2024. The city pays one-half of utility bills for low and moderate income residents, which is recorded as a transfer to the utilities. Governance The city's G issuer profile score is G-1, incorporating a strong institutional framework that provides significant revenue raising flexibility and sound budget management supported by forecasting, a five year capital plan and reasonable budgeting of revenue. While Iowa cities are subject property tax caps on general and emergency levies, cities have strong revenue -raising flexibility because of various additional levies, including an unlimited levy for employee benefits. Dubuque's transparency and disclosure practices are sound with timely audit releases. The finance team regularly monitors variances in revenue and expenditure and managements reports those findings to council. The city website includes separate monthly revenue and expenditure reports. While those reports do not include comparisons to the budget or prior year, the city has an interactive website that has comparative data relative to budget. ESG Issuer Profile Scores and Credit Impact Scores for the rated entity/transaction are available on Moodys.com. In order to view the latest scores, please click here to go to the landing page for the entity/transaction on MDC and view the ESG Scores section. 11 July 2023 City of Dubuque, IA: Update to credit analysis following upgrade to Aa2 Rating methodology and scorecard factors The US Cities and Counties Rating Methodology includes a scorecard, which summarizes the rating factors generally most important to city and county credit profiles. Because the scorecard is a summary, and may not include every consideration in the credit analysis for a specific issuer, a scorecard -indicated outcome may or may not map closely to the actual rating assigned. Exhibit 7 Dubuque (City of) IA Measure Weight Score Resident income ratio 96.7% 10.0% A Full value per capita 88,553 10.0% A Economic growth metric 1.0% 10.0% Aaa Financial Performance Available fund balance ratio 59.8% 20.0% Aaa Liquidity ratio 87.5% 10.0% Aaa Institutional Framework Institutional Framework Aa 10.0% Aa Long-term liabilities ratio 271.9% 20.0% A Fixed -costs ratio 14.7% 10.0% Aa Notching factors No notchings applied Scorecard -Indicated Outcome Aa2 Assigned Rating Aa2 The complete list of outstanding ratings assigned to the Dubuque (City of) IA is available on their issuer page. Details on the current ESG scores assigned to the Dubuque (City of) IA are avialable on their ESGView page. Sources: US Census Bureau, Dubuque (City of) Ws financial statements and Moody's Investors Service 7 11 July 2023 City of Dubuque, IA: Update to credit analysis following upgrade to Aa2 Appendix Exhibit 8 Key Indicators Glossary Definition Typical Source* Economy Resident income ratio Median Household Income (MHI) for the city or county, adjusted for MHI: US Census Bureau - American Regional Price Parity (RPP), as a % of the US MHI Community Survey 5-Year Estimates RPP: US Bureau of Economic Analysis Full value Estimated market value of taxable property in the city or county State repositories; audited financial statements; continuing disclosures Population Population of the city or county US Census Bureau - American Community Survey 5-Year Estimates Full value per capita Full value / population Economic growth metric Five year CAGR of real GDP for Metropolitan Statistical Area or Real GDP: US Bureau of Economic Analysis county minus the five-year CAGR of real GDP for the US Financial performance Revenue Sum of revenue from total governmental funds, operating and non- Audited financial statements operating revenue from total business -type activities, and non - operating revenue from internal services funds, excluding transfers and one-time revenue, e.g., bond proceeds or capital contributions Available fund balance Sum of all fund balances that are classified as unassigned, assigned orAudited financial statements committed in the total governmental funds, plus unrestricted current assets minus current liabilities from the city's or county's business - type activities and internal services funds Net unrestricted cash Sum of unrestricted cash in governmental activities, business type Audited financial statements activities and internal services fund, net of short-term debt Available fund balance ratio Available fund balance (including net current assets from business - type activities and internal services funds) / Revenue Liquidity ratio Net unrestricted cash / Revenue Leverage Debt Outstanding long-term bonds and all other forms of long-term debt Audited financial statements; official across the governmental and business -type activities, including debt statements of another entity for which it has provided a guarantee disclosed in its financial statements Adjusted net pension liabilities (ANPL) Total primary government's pension liabilities adjusted by Moody's to Audited financial statements; Moody's standardize the discount rate used to compute the present value of Investors Service accrued benefits Adjusted net OPEB liabilities (ANOL) Total primary government's net other post -employment benefit Audited financial statements; Moody's (OPEB) liabilities adjusted by Moody's to standardize the discount Investors Service rate used to compute the present value of accrued benefits Other long-term liabilities (OLTL) Miscellaneous long-term liabilities reported under the governmental Audited financial statements and business-tvDe activities entries Lone -term liabilities ratio Debt +ANPL+ANOL+OLTL / Revenue Fixed costs Implied debt service Annual cost to amortize city or county's long-term debt over 20 Audited financial statements; official with level statements; Moody's Investors Service Pension tread water contribution Pension contribution necessary to prevent reported unfunded Audited financial statements; Moody's pension liabilities from growing, year over year, in nominal dollars, if Investors Service all actuarial aSSUMDtions are met OPEB contribution City or county's actual contribution in a given period Audited financial statements Implied cost of OLTL Annual cost to amortize city or county's other long-term liabilities Audited financial statements; Moody's over 20 years with level payments Investors Service Fixed -costs ratio Implied debt service + Pension tread water+ OPEB contributions + ed cost of OLTL / Revenue *Note: If typical data source is not available then alternative sources or proxy data may be considered. For more detailed definitions of the metrics listed above please refer to the US Citv and Counties Methodoloev . Source: Moody's Investors Service 11 July 2023 City of Dubuque, IA: Update to credit analysis following upgrade to Aa2 © 2023 Moody's Corporation, Moody's Investors Service, Inc., Moody's Analytics, Inc. and/or their licensors and affiliates (collectively, "MOODY'S"). All rights reserved. CREDIT RATINGS ISSUED BY MOODY'S CREDIT RATINGS AFFILIATES ARE THEIR CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT -LIKE SECURITIES, AND MATERIALS, PRODUCTS, SERVICES AND INFORMATION PUBLISHED BY MOODY'S (COLLECTIVELY, "PUBLICATIONS") MAY INCLUDE SUCH CURRENT OPINIONS. MOODY'S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT OR IMPAIRMENT. 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REPORT NUMBER 1375014 11 July 2023 City of Dubuque, IA: Update to credit analysis following upgrade to Aa2 CLIENT SERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 E M EA 44-20-7772-5454 MOODY'S INVESTORS SERVICE 11 July 2023 City of Dubuque, IA: Update to credit analysis following upgrade to Aa2 ':t• QORSEY" always ahead July 17, 2023 Via Email Jenny Larson Chief Financial Officer/City Hall Dubuque, Iowa Re: $6,090,000 Taxable General Obligation Corporate Purpose Bonds, Series 2023A Our File No. 430411-5 Dear Jenny: We have prepared and attach the anal proceedings to be used at tonight's City Council meeting to enable the Council to adopt the resolution (the "Resolution") approving the Loan Agreement, reflecting the sale of Taxable General Obligation Corporate Purpose Bonds, Series 2023A (the "Bonds") and providing for the issuance of the Bonds. These proceedings have been updated with the sale information. The proceedings and supporting documents have been updated with the sale information. The proceedings attached include the following items: 1. Minutes of the meeting reporting the bids received for the Bonds, followed by the Resolution awarding and issuing the Bonds. The blanks in the form of Bond, the form of Certificate of Authentication and the form of Assignment included as part of the Resolution should not be completed or executed. 2. Attestation Certificate with respect to the validity of the transcript. 3. County Filing Certificate. A certified copy of the Resolution must be filed with the Dubuque County Auditor, and we have prepared a form of certificate to be signed by the Auditor relating to the filing of a certified copy of the Resolution in that office. Beginning in the 2024-2025 fiscal year, the County Auditor will have a mandatory duty to make a levy of taxes to pay principal of and interest on the Bonds unless the City's budget each year affirmatively shows that the tax should not be levied because other funds will be applied to the payment of the Bonds for that budget year. To the extent the City determines that property tax levies will be needed for payment in any year, the tax levy amounts needed must be certified for that year in the City's budget as part of the Debt Service Fund, and the funds derived from sources other than taxes must be shown on the appropriate budget document. As these proceedings are completed, please return one fully executed copy to our office. 8oi Grand Avenue I Suite 4100 1 Des Moines, IA 1 50309-8002 1 T 53-5.283.1000 1 dorsey.com Page 2 ( ))) DORSEY Also attached is a Loan Agreement for execution by the Mayor and City Clerk. Please print the Loan Agreement for execution. After it has been signed, please scan and e-mail a copy to us as soon as possible and in advance of closing. We are also attaching a Continuing Disclosure Certificate for the Mayor and City Clerk to sign. Please retain one executed copy for the City's records and e-mail a copy to us as soon as possible and in advance of closing. Finally, we are attaching a Registrar and Paying Agent Agreement for the Mayor and City Clerk to sign. Please print a copy for execution, after which it should be returned to us by email so that we may forward it to UMB BANK, N.A. for signature as soon as possible and in advance of closing. 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 Tionna Pooler Lori Meeker Robert W. Baird & Co., Inc. DORSEY B WHITNEY LLP Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA MINUTES TO AUTHORIZE SALE AND ISSUANCE OF BONDS 430411-5 Dubuque, Iowa July 17, 2023 The City Council of the City of Dubuque, Iowa, met on July 17, 2023, at 6:30 o'clock p.m., at the Second Floor Council Chambers of the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa. The meeting was called to order by the Mayor, and the roll was called showing the following Council Members present and absent: Present: Mayor Brad Cavanagh, Council Members Susan Farber, David Resnick, Laura Roussell, Danny Sprank, Katy Wethal. Absent: Council Member Ric Jones. This being the time and place fixed by the City Council for the consideration of bids for the purchase of Taxable General Obligation Corporate Purpose Bonds, Series 2023A to be issued in evidence of the City's obligation under a loan agreement, the Mayor announced that bids had been received and canvassed on behalf of the City at the time and place fixed therefor. The results of the bids were then read and the substance of such bids was noted in the minutes, as follows: Name and Address of Bidder Final Bid (interest cost) (Attached bid tabulation) After due consideration and discussion, Council Member Resnick introduced the following resolution and moved its adoption, seconded by Council Member Wethal. The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted: Ayes: Farber, Resnick, Sprank, Cavanagh, Wethal, Roussell Nays: Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out. -1- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque 1430411-5 I Sale & Iss Taxable GO CP LA At the conclusion of the meeting, and upon motion and vote, the City Couayil adjourned. mayor c a Attest: ar4 ✓n �.4m" City Clerk -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 43041 I -51 Sale & Iss Taxable GO CP LA RESOLUTION NO. 235-23 Resolution authorizing and approving a Loan Agreement, providing for the sale and issuance of $6,090,000 Taxable General Obligation Corporate Purpose Bonds, Series 2023A, and providing for the levy of taxes to pay the same 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 (the "Municipal Buildings Project"), 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 (the "Parking Ramp Facilities Project"), 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 (the "Five Flags Arena Project"), 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 Ice Center (Dubuque Ice Arena) Settling Remediation and Building Improvements Project, an authorized urban renewal project in the Dubuque Greater Downtown Urban Renewal Area (the "Urban Renewal Project" and together with the Municipal Buildings Project, the Parking Ramp Facilities Project, and the Five Flags Arena Project the "Projects"), 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 -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA 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 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 the City has made provision for the approval of the P.O.S. and has authorized its use by Independent Public Advisors, LLC, as municipal advisor to the City; and WHEREAS, pursuant to advertisement of sale, bids for the purchase of the Bonds to be issued in evidence of the City's obligation under the Loan Agreement were received and canvassed on behalf of the City at the appointed time for the payment of costs of the Projects; and WHEREAS, upon final consideration of all bids, the bid of Robert W. Baird & Co., Inc., Milwaukee, Wisconsin (the "Purchaser"), was the best, such bid proposing the lowest interest cost to the City; and WHEREAS, it is now necessary to make final provision for the approval of the Loan Agreement and to authorize the issuance of the Bonds; NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa, as follows: Section 1. The form of agreement of sale of the Bonds with the Purchaser is hereby approved, and the Mayor and City Clerk are hereby authorized to accept and execute the same for and on behalf of the City. Section 2. The City shall enter into the Loan Agreement with the Purchaser in substantially the form as has been placed on file with the City Council, providing for a loan to the City in the principal amount of $6,090,000 for the purposes set forth in the preamble hereof. The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agreement on behalf of the City, and the Loan Agreement is hereby approved. Section 3. The bid of the Purchaser referred to in the preamble hereof is hereby accepted, and the Bonds, in the aggregate principal amount of $6,090,000, are hereby authorized to be issued in evidence of the City's obligations under the Loan Agreement. The Bonds shall be dated August 1, 2023, shall be issued in the denomination of $5,000 each or any integral multiple thereof and shall mature on June 1 in each of the years, in the respective principal amounts, and bearing interest at the respective rates as follows: -4- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 2025 $200,000 5.00% 2035 $320,000 4.45% 2026 $215,000 6.00% 2036 $340,000 4.50% 2027 $220,000 6.00% 2037 $360,000 4.55% 2028 $230,000 5.00% 2038 $375,000 4.60% 2029 $245,000 5.00% 2039 $395,000 4.65% 2030 $250,000 5.00% 2040 $415,000 4.70% 2031 $265,000 5.00% 2041 $440,000 4.75% 2032 $280,000 4.30% 2042 $460,000 4.80% 2033 $290,000 4.35% 2043 $485,000 4.85% 2034 $305,000 4.40% Section 4. UMB Bank, n.a., West Des Moines, Iowa, is hereby designated as the Registrar and Paying Agent for the Bonds and may be hereinafter referred to as the "Registrar" or the "Paying Agent." The City shall enter into an agreement (the "Registrar/Paying Agent Agreement") with the Registrar, in substantially the form as has been placed on file with the Council; the Mayor and City Clerk are hereby authorized and directed to sign the Registrar/Paying Agent Agreement on behalf of the City; and the Registrar/Paying Agent Agreement is hereby approved. The City reserves the right to optionally prepay part or all of the principal of the Bonds maturing in the years 2032 to 2043, inclusive, prior to and in any order of maturity on June 1, 2031, or on any date thereafter upon terms of par and accrued interest. If less than all of the Bonds of any like maturity are to be redeemed, the particular part of those Bonds to be redeemed shall be selected by the Registrar by lot. The Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Bond in a denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the registered owner thereof, upon surrender of such original Bond, a new Bond or Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Bond. Notice of such redemption as aforesaid identifying the Bond or Bonds (or portion thereof) to be redeemed shall be sent by electronic means or by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 days prior to such redemption date. All of such Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. Accrued interest on the Bonds shall be payable semiannually on the first day of June and December in each year, commencing December 1, 2023. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the Bonds shall be made to the registered owners appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date and shall be paid to the registered owners at the addresses shown on such registration books. Principal of the -5- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA Bonds shall be payable in lawful money of the United States of America to the registered owners or their legal representatives upon presentation and surrender of the Bond or Bonds at the office of the Paying Agent. The Bonds shall be executed on behalf of the City with the official manual or facsimile signature of the Mayor and attested with the official manual or facsimile signature of the City Clerk, and shall be fully registered Bonds without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Bonds shall not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the Registrar. The Bonds shall be fully registered as to principal and interest in the names of the owners on the registration books of the City kept by the Registrar, and after such registration, payment of the principal thereof and interest thereon shall be made only to the registered owners or their legal representatives or assigns. Each Bond shall be transferable only upon the registration books of the City upon presentation to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The record and identity of the owners of the Bonds shall be kept confidential as provided by Section 22.7 of the Code of Iowa. Section 5. Notwithstanding anything above to the contrary, the Bonds shall be issued initially as Depository Bonds, with one fully registered Bond for each maturity date, in principal amounts equal to the amount of principal maturing on each such date, and registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). On original issue, the Bonds shall be deposited with DTC for the purpose of maintaining a book - entry system for recording the ownership interests of its participants and the transfer of those interests among its participants (the "Participants"). In the event that DTC determines not to continue to act as securities depository for the Bonds or the City determines not to continue the book -entry system for recording ownership interests in the Bonds with DTC, the City will discontinue the book -entry system with DTC. If the City does not select another qualified securities depository to replace DTC (or a successor depository) in order to continue a book - entry system, the City will register and deliver replacement Bonds in the form of fully registered certificates, in authorized denominations of $5,000 or integral multiples of $5,000, in accordance with instructions from Cede & Co., as nominee for DTC. In the event that the City identifies a qualified securities depository to replace DTC, the City will register and deliver replacement Bonds, fully registered in the name of such depository, or its nominee, in the denominations as set forth above, as reduced from time to time prior to maturity in connection with redemptions or retirements by call or payment, and in such event, such depository will then maintain the book - entry system for recording ownership interests in the Bonds. -6- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA Ownership interests in the Bonds may be purchased by or through Participants. Such Participants and the persons for whom they acquire interests in the Bonds as nominees will not receive certificated Bonds, but each such Participant will receive a credit balance in the records of DTC in the amount of such Participant's interest in the Bonds, which will be confirmed in accordance with DTC's standard procedures. Each such person for which a Participant has an interest in the Bonds, as nominee, may desire to make arrangements with such Participant to have all notices of redemption or other communications of the City to DTC, which may affect such person, forwarded in writing by such Participant and to have notification made of all interest payments. The City will have no responsibility or obligation to such Participants or the persons for whom they act as nominees with respect to payment to or providing of notice for such Participants or the persons for whom they act as nominees. As used herein, the term `Beneficial Owner" shall hereinafter be deemed to include the person for whom the Participant acquires an interest in the Bonds. DTC will receive payments from the City, to be remitted by DTC to the Participants for subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial Owner in the Bonds will be recorded on the records of the Participants whose ownership interest will be recorded on a computerized book -entry system kept by DTC. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the City to DTC, and DTC shall forward (or cause to be forwarded) the notices to the Participants so that the Participants can forward the same to the Beneficial Owners. Beneficial Owners will receive written confirmations of their purchases from the Participants acting on behalf of the Beneficial Owners detailing the terms of the Bonds acquired. Transfers of ownership interests in the Bonds will be accomplished by book entries made by DTC and the Participants who act on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Bonds, except as specifically provided herein. Interest and principal will be paid when due by the City to DTC, then paid by DTC to the Participants and thereafter paid by the Participants to the Beneficial Owners. Section 6. The Bonds shall be in substantially the following form: -7- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA DUBUQUE COUNTY CITY OF DUBUQUE TAXABLE GENERAL OBLIGATION CORPORATE PURPOSE BOND, SERIES 2023A No. $ RATE MATURITY DATE BOND DATE CUSIP % June 1, August 1, 2023 263868 The City of Dubuque (the "City"), in Dubuque County, State of Iowa, for value received, promises to pay on the maturity date of this Bond to Cede & Co. New York, New York or registered assigns, the principal sum of U12516IMNII 130161a 11T.y in lawful money of the United States of America upon presentation and surrender of this Bond at the office of UMB Bank, n.a., West Des Moines, Iowa (hereinafter referred to as the "Registrar" or the "Paying Agent"), with interest on said sum, until paid, at the rate per annum specified above from the date of this Bond, or from the most recent interest payment date on which interest has been paid, on June 1 and December 1 of each year, commencing December 1, 2023, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Interest on this Bond is payable to the registered owner appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date, and shall be paid to the registered owner at the address shown on such registration books. Interest shall be calculated on the basis of a 360- day year comprised of twelve 30-day months. This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Registrar. This Bond is one of a series of Taxable General Obligation Corporate Purpose Bonds, Series 2023A (the "Bonds") issued by the City to evidence its obligation under a certain loan agreement, dated as of August 1, 2023 (the "Loan Agreement'), entered into by the City for the purpose of paying the cost, to that extent, of (1) undertaking repairs and improvements for municipal buildings; (2) undertaking repairs and improvements to municipal parking ramp facilities; (3) undertaking repairs and improvements to the Five Flags Arena facilities; and (4) 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. The Bonds are issued pursuant to and in strict compliance with the provisions of Chapters 76 and 384 of the Code of Iowa, 2023, and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution (the "Resolution") of the City Council, adopted on July 17, 2023, authorizing and approving the Loan Agreement and providing for the issuance and securing the payment -8- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA of the Bonds, and reference is hereby made to the Resolution and the Loan Agreement for a more complete statement as to the source of payment of the Bonds and the rights of the owners of the Bonds. The City reserves the right to optionally prepay part or all of the principal of the Bonds maturing in the years 2032 to 2043, inclusive, prior to and in any order of maturity on June 1, 2031, or on any date thereafter upon terms of par and accrued interest. If less than all of the Bonds of any like maturity are to be redeemed, the particular part of those Bonds to be redeemed shall be selected by the Registrar by lot. The Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Bond in a denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the registered owner thereof, upon surrender of such original Bond, a new Bond or Bonds, in any authorized denomination, in a total aggregate principal amount equal to the unredeemed balance of the original Bond. Notice of such redemption as aforesaid identifying the Bond or Bonds (or portion thereof) to be redeemed shall be sent by electronic means or by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 days prior to such redemption date. All of such Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the City in the office of the Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form hereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The City, the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the Registrar and the Paying Agent shall not be affected by any notice to the contrary. And It Is Hereby Certified and Recited that all acts, conditions and things required by the laws and Constitution of the State of Iowa, to exist, to be had, to be done or to be performed precedent to and in the issue of this Bond were and have been properly existent, had, done and performed in regular and due form and time; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on this Bond as the same will respectively become due; and that the total indebtedness of the City, including this Bond, does not exceed any constitutional or statutory limitations. -9- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA IN TESTIMONY WHEREOF, the City of Dubuque, Iowa, by its City Council, has caused this Bond to be executed with the duly authorized facsimile signature of its Mayor and attested with the duly authorized facsimile signature of its City Clerk, as of August 1, 2023. CITY OF DUBUQUE, IOWA By (DO NOT SIGN) Mayor Attest: (DO NOT SIGN) City Clerk Registration Date: (Registration Date) REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within -mentioned Resolution. UMB BANK, N.A. West Des Moines, Iowa Registrar By (Authorized Signature) Authorized Officer /_1:: � :lL/_rI1612 .y The following abbreviations, when used in this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN - as tenants in common UTMA - as tenants by the entireties - as joint tenants with right of survivorship and not as tenants in common (Custodian) As Custodian for (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. -10- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA :1i11 no ASSIGNMENT For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this (Please print or type name and address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE and does hereby irrevocably appoint , Attorney, to transfer this Bond on the books kept for registration thereof with full power of substitution. Dated: Signature guaranteed: (Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signatures to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program.) NOTICE: The signature to this Assignment must correspond with the name of the registered owner as it appears on this Bond in every particular, without alteration or enlargement or any change whatever. -11- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA Section 7. The Bonds shall be executed as herein provided as soon after the adoption of this resolution as may be possible, and thereupon they shall be delivered to the Registrar for registration, authentication and delivery to or on behalf of the Purchaser, upon receipt of the loan proceeds ($6,116,090.05), including original issue premium ($64,696.30), and minus the original issue discount ($38,606.25) (the "Loan Proceeds"), and all action heretofore taken in connection with the Loan Agreement is hereby ratified and confirmed in all respects. A portion of the Loan Proceeds ($86,990.05) shall be retained by the Purchaser as the underwriter's discount. A portion of the Loan Proceeds ($5,731,916.67) (the "Project Proceeds") received from the sale of the Bonds shall be deposited in a dedicated fund (the "Project Fund"), which is hereby created, to be used for the payment of costs of the Projects and to the extent that Project Proceeds remain after the full payment of the costs of the Projects, such Proceeds, shall be transferred to the Debt Service Fund for the payment of interest on the Bonds. The Loan Proceeds received as capitalized interest proceeds ($242,683.33) shall be deposited into the Debt Service Fund for payment of interest on the Bonds as the same becomes due. The remainder of the Loan Proceeds ($54,500) (the "Cost of Issuance Proceeds"), received from the sale of the Bonds shall be deposited in the Project Fund, and shall be used for the payment of costs of issuance of the Bonds, and to the extent that Cost of Issuance Proceeds remain after the full payment of the costs of issuance of the Bonds, such Cost of Issuance Proceeds shall be transferred to the Debt Service Fund for the payment of interest on the Bonds. The City shall keep a detailed and segregated accounting of the expenditure of, and investment earnings on, the Loan Proceeds to ensure compliance with the requirements of the Internal Revenue Code, as hereinafter defined. Section 8. 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, there is hereby ordered levied on all the taxable property in the City the following direct annual tax for collection in each of the following fiscal years: For collection in the fiscal year beginning July 1, 2024, sufficient to produce the net annual sum of $491,220; For collection in the fiscal year beginning July 1, 2025, sufficient to produce the net annual sum of $496,220; For collection in the fiscal year beginning July 1, 2026, sufficient to produce the net annual sum of $488,320; For collection in the fiscal year beginning July 1, 2027, sufficient to produce the net annual sum of $485,120; -12- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA For collection in the fiscal year beginning July 1, 2028, sufficient to produce the net annual sum of $488,620; For collection in the fiscal year beginning July 1, 2029, sufficient to produce the net annual sum of $481,370; For collection in the fiscal year beginning July 1, 2030, sufficient to produce the net annual sum of $483,870; For collection in the fiscal year beginning July 1, 2031, sufficient to produce the net annual sum of $485,620; For collection in the fiscal year beginning July 1, 2032, sufficient to produce the net annual sum of $483,580; For collection in the fiscal year beginning July 1, 2033, sufficient to produce the net annual sum of $485,965; For collection in the fiscal year beginning July 1, 2034, sufficient to produce the net annual sum of $487,545; For collection in the fiscal year beginning July 1, 2035, sufficient to produce the net annual sum of $493,305; For collection in the fiscal year beginning July 1, 2036, sufficient to produce the net annual sum of $498,005; For collection in the fiscal year beginning July 1, 2037, sufficient to produce the net annual sum of $496,625; For collection in the fiscal year beginning July 1, 2038, sufficient to produce the net annual sum of $499,375; For collection in the fiscal year beginning July 1, 2039, sufficient to produce the net annual sum of $501,008; For collection in the fiscal year beginning July 1, 2040, sufficient to produce the net annual sum of $506,503; For collection in the fiscal year beginning July 1, 2041, sufficient to produce the net annual sum of $505,603; and For collection in the fiscal year beginning July 1, 2042, sufficient to produce the net annual sum of $508,523. -13- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA Section 9. A certified copy of this resolution shall be filed with the County Auditor of Dubuque County, and the County Auditor is hereby instructed to enter for collection and assess the tax hereby 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 City and when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the City 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 hereby authorized and for no other purpose whatsoever. Pursuant to the provisions of Section 76.4 of the Code of Iowa, each year while the Bonds remain outstanding and unpaid, any funds of the City which may lawfully be applied for such purpose, including incremental property tax revenues as provided for in Section 403.19 of the Code of Iowa, 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 Section 8 of this Resolution, shall be reduced by the amount of such alternate funds as have been appropriated for said purpose and evidenced in the City's budget. The City hereby reaffirms its intent to budget and appropriate incremental property tax revenues for the payment of some or all of the portion of principal of and interest on the Bonds attributable to the Urban Renewal Project identified in the preamble hereof. Section 10. The interest or principal and both of them falling due in any year or years shall, if necessary, be paid promptly from current funds on hand in advance of taxes levied and when the taxes shall have been collected, reimbursement shall be made to such current funds in the sum thus advanced. Section 11. The Securities and Exchange Commission (the "SEC") has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (the "Rule") that make it unlawful for an underwriter to participate in the primary offering of municipal securities in a principal amount of $1,000,000 or more unless, before submitting a bid or entering into a purchase contract for the bonds, an underwriter has reasonably determined that the issuer or an obligated person has undertaken in writing for the benefit of the bondholders to provide certain disclosure information to prescribed information repositories on a continuing basis or unless and to the extent the offering is exempt from the requirements of the Rule. On the date of issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Certificate pursuant to which the City will undertake to comply with the Rule. The City covenants and agrees that it will comply with and carry out the provisions of the Continuing Disclosure Certificate. Any and all of the officers of the City are hereby authorized and directed to take any and all actions as may be necessary to comply with the Rule and the Continuing Disclosure Certificate. Section 12. The Mayor and the City Clerk are authorized to execute and deliver any and all documents required by bond counsel to effectuate the purposes of this resolution and to issue the Bonds, including without limitation purchase agreements and closing certificates. -14- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-5 / Sale & Iss Taxable GO CP LA Section 13. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 14. This resolution shall be in full force and effect immediately upon its approval and adoption, as provided by law. Passed and approved July 17, 2023. Attest: City Clerk -15- DORSEY & WH VNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-51 Sale & Iss Taxable GO CP LA ATTESTATION CERTIFICATE STATE OF IOWA COUNTY OF DUBUQUE SS: CITY OF DUBUQUE I, the undersigned, City Clerk of the City of Dubuque, do hereby certify that as such City Clerk I have in my possession or have access to the complete corporate records of the City and of its City Council and officers and that I have carefully compared the transcript hereto attached with those corporate records and that the transcript hereto attached is a true, correct and complete copy of all the corporate records in relation to the adoption of a resolution authorizing a Loan Agreement and providing for the sale and issuance of $6,090,000 Taxable General Obligation Corporate Purpose Bonds, Series 2023A of the City evidencing the City's obligation under the Loan Agreement and that the transcript hereto attached contains a true, correct and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time with respect thereto. I further certify that no appeal has been taken to the District Court from the decision of the City Council to enter into the Loan Agreement, to issue the Bonds or to levy taxes to pay the principal of and interest on the Bonds. WITNESS MY HAND this 13 day of TUJy , 2023. City Clerk -16- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 43041 1-5 / Sale & Iss Taxable GO CP LA COUNTY FILING CERTIFICATE STATE OF IOWA SS: DUBUQUECOUNTY I, the undersipCounty Auditor of Dubuque County, in the State of Iowa, do hereby certify that on the k day of 2023, the City Clerk of the City of Dubuque filed in my office a certified copp of a resolution of such City shown to have been adopted by the City Council and approved by the Mayor thereof on July 17, 2023, entitled: "Resolution authorizing and approving a Loan Agreement, providing for the sale and issuance of $6,090,000 Taxable General Obligation Corporate Purpose Bonds, Series 2023A, and providing for the levy of taxes to pay the same," and that I have duly placed a copy of the resolution on file in my records. I further certify that the taxes provided for in that resolution will in due time, manner and season be entered on the State and County tax lists of this County for collection in the fiscal year beginning July 1, 2024, and subsequent yews as provided in the resolution. WITNESS MY IIANll this _ 1fZ day of -17- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque/430411-5/ CDC over $10 Million 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. -1- Dubuque/430411-5/ CDC over $10 Million "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. 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 -2- Dubuque/430411-5/ CDC over $10 Million 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 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 Other Debt Water Revenue Debt Sewer Revenue Debt Stormwater Revenue Debt Other Obligations Debt Ratios Direct General Obligation Debt Levies and Collections Tax Rates City of Dubuque 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. 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- Dubuque/430411-5/ CDC over $10 Million (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 of proposed 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 (IQ: 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. -4- Dubuque/430411-5/ CDC over $10 Million (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. (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 ag 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 -5- Dubuque/430411-5/ CDC over $10 Million 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. 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. -6- Dubuque143041 L-5/ CDC over $10 Million 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 CITY OF DUBUQUE, IOWA B yor Attest: By City Clerk LOAN AGREEMENT This Loan Agreement is entered into as of August 1, 2023, by and between the City of Dubuque, Iowa (the "City") and Robert W. Baird & Co., Inc., Milwaukee, Wisconsin (the "Purchaser"). The parties agree as follows: 1. The Purchaser shall loan to the City the sum of $6,090,000 and the City's obligation to repay hereunder shall be evidenced by the issuance of Taxable General Obligation Corporate Purpose Bonds, Series 2023A in the aggregate principal amount of $6,090,000 (the "Bonds"). 2. The City has adopted a resolution on July 17, 2023 (the "Resolution") authorizing and approving this Loan Agreement and providing for the issuance of the Bonds and the levy of taxes to pay the principal of and interest on the Bonds for the purpose or purposes set forth in the Resolution. The Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. In and by the Resolution, provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on the Bonds as the same will respectively become due. 3. The Bonds, in substantially the form set forth in the Resolution, shall be executed and delivered to or on behalf of the Purchaser to evidence the City's obligation to repay the amount payable hereunder. The Bonds shall be dated August 1, 2023, shall bear interest, shall be payable as to principal on the dates and in the amounts, shall be subject to prepayment prior to maturity and shall contain such other terms and provisions as provided therein and in the Resolution. 4. This Loan Agreement is executed pursuant to the provisions of Section 3$4.24A of the Code of Iowa and shall be read and construed as conforming to all provisions and requirements of the statute. IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written. Attest: City Clerk CITY OF DUBUQUE, IOWA e may/ ROBERT W. BAIRD & CO., INC. Milwaukee, Wisconsin M. (Signature) (Print Name and Title) REGISTRAR / PAYING AGENT AGREEMENT THIS AGREEMENT is made and entered into this August 1, 2023 (the "Dated Date") by and between the City of Dubuque, Iowa hereinafter called "ISSUER", and UMB Bank, n.a., a national banking association with its principal payment office in Kansas City, Missouri, in its capacity as paying agent and registrar, hereinafter called the "AGENT". WHEREAS, the ISSUER has issued, or is currently in the process of issuing, pursuant to an ordinance, resolution, order, final terms certificate, notice of sale or other authorizing instrument of the governing body of the ISSUER, hereinafter collectively called the "Bond Document" certain bonds, certificates, notes and/or other debt instruments, more particularly described as $6,090,000 Taxable General Obligation Corporate Purpose Bonds, Series 2023A hereinafter called the "Bonds"; and WHEREAS, pursuant to the Bond Document, the ISSUER has designated and appointed the AGENT as agent to perform registrar and paying agent services, to wit: establishing and maintaining a record of the owners of the Bonds, effecting the transfer of ownership of the Bonds in an orderly and efficient manner, making payments of principal and interest when due pursuant to the terms and conditions of the Bonds, and for other related purposes; and WHEREAS, the AGENT has represented that it possesses the necessary qualifications and maintains the necessary facilities to properly perform the required services as such registrar and paying agent and is willing to serve in such capacities for the ISSUER; NOW THEREFORE, in consideration of mutual promises and covenants herein contained the parties agree as follows: 1. The ISSUER has designated and appointed the AGENT as registrar and paying agent of the Bonds pursuant to the Bond Document, and the AGENT has accepted such appointment and agrees to provide the services set forth therein and herein. 2. The ISSUER agrees to deliver or cause to be delivered to the AGENT a transcript of the proceedings related to the Bonds to contain the following documents: a) A copy of the Bond Document, and the consent or approval of any other governmental or regulatory authority, required by law to approve or authorize the issuance of the Bonds; b) A written opinion by an attorney or by a firm of attorneys with a nationally recognized standing in the field of municipal bond financing, and any supporting or supplemental opinions, to the effect that the Bonds and the Bond Document have been duly authorized and issued by, are legally binding upon and are enforceable against the ISSUER; c) A closing certificate of the ISSUER, a closing certificate and/or receipt of the purchaser(s) of the Bonds, and such other documents related to the issuance of the Bonds as the Agent reasonably deems necessary or appropriate; and d) Unless Paragraph 20 hereof is applicable, in addition to the transcript of proceedings a reasonable supply of blank Bond certificates bearing the manual or facsimile signatures of officials of the ISSUER authorized to sign certificates and, if required by the Bond Document, impressed with the ISSUER's seal or facsimile thereof, to enable the AGENT to provide Bond Certificates to the holders of the Bonds upon original issuance or the transfer thereof. The foregoing documents may be subject to the review and approval of legal counsel for the AGENT. Furthermore, the ISSUER shall provide to the AGENT prompt written notification of any future amendment or change in respect of any of the foregoing, together with such documentation as the AGENT reasonably deems necessary or appropriate. 3. Unless Paragraph 20 hereof is applicable, Bond certificates provided by the ISSUER shall be printed in a manner to minimize the possibility of counterfeiting. This requirement shall be deemed satisfied by use of a certificate format meeting the standard developed by the American National Standards Committee or in such other format as the AGENT may accept by its authentication thereof. The AGENT shall have no responsibility for the form or contents of any such certificates. The ISSUER shall, while any of the Bonds are outstanding, provide a reasonable supply of additional blank certificates at any time upon request of the AGENT. All such certificates shall satisfy the requirements set forth in Paragraphs 2(d) and 3. 4. The AGENT shall initially register and authenticate, pursuant to instructions from the ISSUER and/or the initial purchaser(s) of the Bonds, one or more Bonds and shall enter into a Bond registry record the certificate number of the Bond and the name and address of the owner. The AGENT shall maintain such registry of owners of the Bonds until all the Bonds have been fully paid and surrendered. The initial owner of each Bond as reflected in the registry of owners shall not be changed except upon transfers of ownership and in accordance with procedures set forth in the Bond Document or this Agreement. 5. Transfers of ownership of the Bonds shall be made by the AGENT as set forth in the Bond Document. Absent specific guidelines in the Bond Document, transfers of ownership of the Bonds shall be made by the AGENT only upon delivery to the AGENT of a properly endorsed Bond or of a Bond accompanied by a properly endorsed transfer instrument, accompanied by such documents as the AGENT may deem necessary to evidence the authority of the person making the transfer, and satisfactory evidence of compliance with all applicable laws relating to the collection of taxes. The AGENT reserves the right to refuse to transfer any Bond until it is satisfied that each necessary endorsement is genuine and effective, and for that purpose it may require guarantees of signatures in accordance with applicable rules of the Securities and Exchange Commission and the standards and procedures of the AGENT, together with such other assurances as the AGENT shall deem necessary or appropriate. The AGENT shall incur no liability for delays in registering transfers as a result of inquiries into adverse claims or for the refusal in good faith to make transfers which it, in its judgment, deems improper or unauthorized. Upon presentation and surrender of any duly registered Bond and satisfaction of the transferability requirements, the AGENT shall (a) cancel the surrendered Bond; (b) register a new Bond(s) as directed in the same aggregate principal amount and maturity; (c) authenticate the new Bond(s); and (d) enter the transferee's name and address, together with the certificate number of the new Bond(s), in its registry of owners. 6. The AGENT may deliver Bonds by first class, certified, or registered mail, or by courier. 2 7. Ownership of, payment of the principal amount of, redemption premium, if any, and interest due on the Bonds and delivery of notices shall be subject to the provisions of the Bond Document, and for all other purposes. The AGENT shall have no responsibility to determine the beneficial owners of any Bonds and shall owe no duties to any such beneficial owners. Upon written request and reasonable notice from the ISSUER, the AGENT will mail, at the ISSUER's expense, notices or other communications from the ISSUER to the holders of the Bonds as recorded in the registry maintained by the AGENT. 8. Unless the Bond Document provides otherwise, the ISSUER shall, without notice from or demand of the AGENT, provide to the AGENT funds that are immediately available at least one business day prior to the relevant interest and/or principal payment date, sufficient to pay on each interest payment date and each principal payment date, all interest and principal then payable under the terms and provisions of the Bond Document and the Bonds. The AGENT shall have no responsibility to make any such payments to the extent ISSUER has not provided sufficient immediately available funds to AGENT on the relevant payment date. Unless the Bond Document provides otherwise, in the event that an interest and/or principal payment date shall be a date that is not a business day, payment may be made on the next succeeding business day and no interest shall accrue. The term "business day" shall include all days except Saturdays, Sundays and legal holidays recognized by the Federal Reserve Bank of Kansas City, Missouri. 9. Unless otherwise provided in the Bond Document and subject to the provisions of Paragraph 12 hereof, to the extent that the ISSUER has made sufficient funds available to it, the AGENT will pay to the record owners of the Bonds as of any record date (as specified in the Bond certificate or Bond Document) the interest due thereon as of the related interest payment date or any redemption date and, will pay upon presentation and surrender of such Bond at maturity or earlier date of redemption to the owner of any Bond, the principal or redemption amount of such Bond. 10. The AGENT may make a charge against any Bond owner sufficient for the reimbursement of any governmental tax or other charge required to be paid for any reason, including, but not limited to, failure of such owner to provide a correct taxpayer identification number to the AGENT. Such charge may be deducted from an interest or principal payment due to such owner. 11. Unless payment of interest, principal, and redemption premium, if any, is made by electronic transfer all payments will be made by check or draft and mailed to the last address of the owner as reflected on the registry of owners, or to such other address as directed in writing by the owner. In the event of payment of interest, the principal amount of and redemption premium, if any, by electronic transfer, the AGENT shall make payment by such means, at the expense of the ISSUER, pursuant to written instructions from the owner. 12. Subject to the provisions of the Bond Document, the AGENT may pay at maturity or redemption or issue new certificates to replace certificates represented to the AGENT to have been lost, destroyed, stolen or otherwise wrongfully taken, but first may require the Bond owner to pay a replacement fee, to furnish an affidavit of loss, and/or furnish either an indemnity bond or other indemnification satisfactory to the AGENT indemnifying the ISSUER and the AGENT. 3 13. The AGENT shall comply with the provisions, if any, of the Bond Document and the rules of the Securities and Exchange Commission pertaining to the cancellation and retention of Bond certificates and the periodic certification to the Issuer of the cancellation of such Bond certificates. In the event that the ISSUER requests in writing that the AGENT forward to the ISSUER the cancelled Bond certificates, the ISSUER agrees to comply with the foregoing described rules. The AGENT shall have no duty to retain any documents or records pertaining to this Agreement, the Bond Document or the Bonds any longer than eleven years after final payment on the Bonds, unless otherwise required by the rules of the Securities and Exchange Commission or other applicable law. 14. In case of any request or demand for inspection of the registry of owners or other related records maintained by the AGENT, the AGENT may be entitled to receive appropriate instructions from the ISSUER before permitting or refusing such inspection. The AGENT reserves the right, however, to only permit such inspection at a location and at such reasonable time or times designated by the Agent. 15. The AGENT is authorized to act on the order, directions or instructions of such officials as the governing body of ISSUER as the ISSUER by resolution or other proper action shall designate. The AGENT shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by the proper official(s), and the ISSUER shall promptly notify AGENT in writing of any change in the identity or authority of officials authorized to sign Bond certificates, written instructions or requests. If not so provided in the Bond Document, if any official whose manual or facsimile signature appears on blank Bond certificates shall die, resign or be removed from office or authority before the authentication of such certificates by the Agent, the AGENT may nevertheless issue such certificates until specifically directed to the contrary in writing by the ISSUER. 16. The AGENT shall provide notice(s) to the owners of the Bonds and such depositories, banks, brokers, rating agencies, information services, repositories, or publications as required by the terms of the Bond Document and to any other entities that request such notice(s) and, if so directed in such other manner and to such other parties as the Issuer shall so direct in writing and at the expense of the ISSUER. 17. The ISSUER shall compensate the AGENT for the AGENT's ordinary services as paying agent and registrar and shall reimburse the AGENT for all ordinary out-of-pocket expenses, charges, advances, counsel fees and other costs incurred in connection with the Bonds, the Bond Document and this Agreement as set forth in the Exhibit A or as otherwise agreed to by the Issuer and Agent in writing. In addition, should it become necessary for the AGENT to perform extraordinary services, the AGENT shall be entitled to extra compensation therefor and reimbursement for any out-of-pocket extraordinary costs and expenses, including, but not limited to, attorneys' fees. 18. The AGENT may resign, or be removed by the ISSUER, as provided in the Bond Document, or, if not so provided in the Bond Document, upon thirty days written notice to the other. Upon the effective date of resignation or removal, all obligations of the AGENT hereunder shall cease and terminate. In the event of resignation or removal, the AGENT shall deliver the registry of owners and all related books and records in accordance with the written instructions of the ISSUER or any successor agent designated in writing by the Issuer within a reasonable period following the effective date of its removal or resignation. 2 19. Whenever in the performance of its duties as Agent hereunder, the Bond Document or under the Bonds the AGENT shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, under the Bond Document or under the Bonds, the AGENT may consult with legal counsel, including, but not limited to, legal counsel for the ISSUER, with respect to any matter in connection with this Agreement and it shall not be liable for any action taken or omitted by it in good faith in reliance upon the advice or opinion of such counsel. 20. In the event that the Bond Document provides that the initial registered owner of all of the Bond certificates is or may be the Depository Trust Company, or any other securities depository or registered clearing agency qualified under the Securities and Exchange Act of 1934, as amended (a "Securities Depository"), none of the beneficial owners will receive certificates representing their respective interest in the Bonds. Except to the extent provided otherwise in the Bond Document, the following provisions shall apply: a) The registry of owners maintained by the AGENT will reflect as owner of the Bonds only the Securities Depository or its nominee, until and unless the ISSUER authorizes the delivery of Bond certificates to the beneficial owners as described in subsection (d) below. b) It is anticipated that during the term of the Bonds, the Securities Depository will make book - entry transfers among its participants and receive and transmit payments of principal and interest on the Bonds to the participants, unless and until the ISSUER authorizes the delivery of Bonds to the beneficial owners as described in subsection (d) below. c) The ISSUER may at any time, in accordance with the Bond Document, select and appoint a successor Securities Depository and shall notify the Agent of such selection and appointment in writing. d) If the ISSUER determines that the holding of the Bonds by the Securities Depository is no longer in the best interests of the beneficial owners of the Bonds, then the AGENT, at the written instruction and expense of the ISSUER, shall notify the beneficial owners of the Bonds by first class mail of such determination and of the availability of certificates to owners requesting the same. The AGENT shall register in the names of and authenticate and deliver certificates representing their respective interests in the Bonds to the beneficial owners or their nominees, in principal amounts and maturities representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption. In such event, all references to the Securities Depository herein shall relate to the period of time when at least one Bond is registered in the name of the Securities Depository or its nominee. For the purposes of this paragraph, the AGENT may conclusively rely on information provided by the Securities Depository and its participants as to principal amounts held by and the names and mailing addresses of the beneficial owners of the Bonds, and shall not be responsible for any investigation to determine the beneficial owners. The cost of printing certificates for the Bonds and expenses of the AGENT shall be paid by the ISSUER. 21. The AGENT shall incur no liability whatsoever in taking or failing to take any action in accordance with the Bond Document, and shall not be liable for any error in judgment made in good faith by an officer or employee of the AGENT unless it shall be proved the AGENT was negligent in ascertaining the pertinent facts or acted intentionally in bad faith. The AGENT shall not be under any 5 obligation to prosecute or defend any action or suit in connection with its duties under the Bond Document or this Agreement or in respect of the Bonds, which, in its opinion, may involve it in expense or liability, unless satisfactory security and indemnity is furnished to the Agent (except as may result from the AGENT's own negligence or willful misconduct). To the extent permitted by law, the ISSUER agrees to indemnify the AGENT for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. To the extent that the ISSUER may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the ISSUER irrevocably agrees not to claim, and it hereby waives, such immunity in connection with any suit or other action brought by the AGENT to enforce the terms of the Bond Document or this Agreement. The AGENT shall only be responsible for performing such duties as are set forth herein, required by the Bond Document, or otherwise agreed to in writing by the AGENT. 22. It is mutually understood and agreed that, unless otherwise provided in the Bonds or Bond Document, this Agreement shall be governed by the laws of the State of Iowa, both as to interpretation and performance. 23. It is understood and agreed by the parties that if any part, term, or provision of this Agreement is held by the courts to be illegal or in conflict with any applicable law, regulation or rule, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid. 24. The name "UMB Bank, n.a." shall include its successor or successors, any surviving corporation into which it may be merged, any new corporation resulting from its consolidation with any other corporation or corporations, the successor or successors of any such surviving or new corporation, and any corporation to which the corporate trust business of said Bank may at any time be transferred. 25. All notices, demands, and request required or permitted to be given to the ISSUER or AGENT under the provisions hereof must be in writing and shall be deemed to have been sufficiently given, upon receipt if (i) personally delivered, (ii) sent by email or electronic means and confirmed by phone or (iii) mailed by registered or certified mail, with return receipt requested, delivered as follows: If to AGENT: UMB Bank, n.a. Attn: Corporate Trust & Escrow Services 7155 Lake Drive, Suite 120 West Des Moines, Iowa 50266 If to ISSUER: City of Dubuque, Iowa Attn: City Clerk City Hall 50 W 13th Street Dubuque, Iowa 52001 no 26. The parties hereto agree that the transactions described herein may be conducted and related documents may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 27. In order to comply with provisions of the USA PATRIOT Act of 2001, as amended from time to time, and the Bank Secrecy Act, as amended from time to time, the AGENT may request certain information and/or documentation to verify confirm and record identification of persons or entities who are parties to this Agreement. 28. If the Bonds are eligible for receipt of any U.S. Treasury Interest Subsidy and if so directed by the Bond Document or, as agreed to in writing between the Issuer and the Paying Agent, the Paying Agent shall comply with the provisions, if any, relating to it as described in the Bond Document or as otherwise agreed upon in writing between the Issuer and the Paying Agent. The Paying Agent shall not be responsible for completion of or the actual filing of Form 8038-CP (or any successor form) with the IRS or any payment from the United States Treasury in accordance with §§ 54AA and 6431 of the Code. IN WITNESS WHEREOF, the parties hereto have, by their duly authorized signatories, set their respective hands on the Dated Date. Attest: City Clerk CITY OF DUBUQUE, IOWA ayor UMB BANK, N.A., as PAYING AGENTIREGISTRAR By: Authorized Signatory 7 ] 0ORSEY" always ahead July 31, 2023 Via Email Jenny Larson Chief Financial Officer/City Hall Dubuque, Iowa Re: $6,090,000 Taxable General Obligation Corporate Purpose Bonds, Series 2023A Our File No. 430411-5 Dear Jenny: We have prepared and attach the Closing Certificate related to the issuance of the City's Taxable General Obligation Corporate Purpose Bonds, Series 2023A. Please review the facts contained in the Certificate. and advise us of any inaccuracies. Please print two copies, have. the Certificate signed as indicated and email one fully executed copy to our office. If you have any questions, please contact Cheryl Ritter or me. Best regards, J;Da s Attachments cc: Crenna Brumwell Adrienne Breitfelder Boa Grand Avenue I Suite 4100 1 Des Moines, IA 15o3og-800z I T 515. z83.1ooa I dorsey.com Dubuque 1430411-5 1 Closing Cert Taxable GO CP CLOSING CERTIFICATE We, the undersigned Mayor and City Clerk of the City of Dubuque (the "City"), in Dubuque County, State of Iowa, do hereby certify that we are now and were at the time of the execution of the City's $6,090,000 Taxable General Obligation Corporate Purpose Bonds, Series 2023A, dated August 1, 2023 (the "Bonds"), the officers respectively above indicated; and that in pursuance of Chapter 384 of the Code of Iowa, a resolution adopted by the City Council on July 17, 2023 (the "Resolution"), and a loan agreement dated as of August 1, 2023 (the "Loan Agreement"), by and between the City and Robert W. Baird Co., Inc., Milwaukee, Wisconsin (the "Underwriter"), the Bonds have been heretofore lawfully authorized and this day by us lawfully issued and delivered to or upon the direction of the Underwriter and pursuant to the Loan Agreement, the City has received $6,029,100, receipt of which is hereby acknowledged, which represents the par amount of the Bonds ($6,090,000), plus the net reoffering premium ($26,090.05), and minus the underwriter's discount ($86,990.05). Principal of the Bonds is payable on the dates, in the respective principal amounts and bears interest payable semiannually, commencing December 1, 2023, as set forth in the Resolution. Each of the Bonds has been executed with the facsimile signatures of these officers; and the City has authorized and directed that the Bonds be authenticated by UMB Bank, n.a., West Des Moines, Iowa, as the Registrar and Paying Agent (the "Registrar"), and registered in the names of the owners on the City's registration records maintained by the Registrar. We further certify that the Bonds are being issued to evidence the City's obligatiop under the Loan Agreetent entered into by the Cityfor the purpose of paying the cast, to that extent, of (1) undertaking repairs and improvements for municipal buildings; (2) undertaking repairs and improvements to municipal parking ramp facilities; (3) undertaking repairs and improvements to the Five Flags Arena facilities; and (4) 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. We further certify that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City, or the titles of the aforesaid officers to their respective positions, or the validity of the Bonds, or the power and duty of the City to provide and apply adequate taxes for the full and prompt payment of the principal of and interest on the Bonds, and that none of the proceedings incident to the authorization and issuance of the Bonds has been repealed or rescinded. We further certify that no appeal of the decision of the City Council to enter into the Loan Agreement or to issue the Bonds has been taken to the district court. We further certify that all meetings held in connection with the Bonds were open to the public at a place reasonably accessible to the public and that notice was given at least 24 hours prior to the commencement of all meetings by advising the news media who requested notice of the time, date, place and the tentative agenda and by posting such notice and agenda at the City Hall or principal office of the City on a bulletin board or other prominent place which is easily 8oi Grand Avenue I Suite 4100 1 Des Moines, IA 150309-8002 1 T 515,283.1000 1 dorsey.corn Page 2 accessible to the public and is the place designated for the purpose of posting notices of meetings. We further certify that due provision has been made for the collection of taxes sufficient to pay the principal of and interest on the Bonds when due. All payments corning due before the collection of any such taxes will be paid promptly when due from legally available funds. IN WITNESS WHEREOF, we have hereunto affixed our hands, as of August 1, 2023. CITY OF DUBUQUE, IOWA By Mayor Attest: aa�Ile City Clerk mno PAYING AGENT, BOND REGISTRAR AND TRANSFER AGENT FEE SCHEDULE ADMINISTRATION FEE • Book Entry Bonds • Registered/Private Placement Bonds Initial Fees charged at Closing *Annual Fees charged in arrears month of closing ADDITIONAL SERVICES • Placement of CDs or Sinking Funds • Late Payments • Optional or Partial Redemption • Mandatory Redemption • Early Termination/Full Call • Paying Costs of Issuance SERVICES AVAILABLE UPON REQUEST • Dissemination Agent CHANGES IN FEE SCHEDULE $300 initial/$600 annual $500 initial/$600 annual $500 per set up/outside UMB $100 $300 $100 $500 $500 one-time fee $1,000 annual UMB Bank, N.A. reserves the right to renegotiate this fee schedule Reasonable charges will be made for additional services or reports not contemplated at the time of execution of the Agreement or not covered specifically elsewhere in this schedule. Extraordinary out-of-pocket expenses will be charged at cost. However, this does not include ordinary out-of-pocket expenses such as normal postage and supplies, which are included in the annual fees quoted above. CITY OF DUBUQUE, IOWA TABULATION OF BIDS Ti If. CITY Of DUB E master piece (w the missrssippi $6)090,000 Taxable General Obligation Bonds, Series 2023A Robert W, Baird & Co,. Inc Milwaukee, WI C.L. King Hoboken, NJ Collier Securities Minneapolis, MN FHN Fin Cap Mkts Memphis, TN Edward Jones St. Louis, MO Crews & Associates Little Rock, AR Oppenheimer New York, NY UMB Bank Kansas City, MO Northland Securities Minneapolis, MN Country Club Bank Leawood, KS Duncan -Williams Memphis, TN D.A. Davidson Denver, CO FMS Bonds Boca Raton, FL StoneX Financial Inc. Winter Park, FL Carty& Company, Inc. Memphis, TN Alliance Global Partners Westport, CT Seaport Global Boston, MA Hilltop Securities Dallas, TX BOK Financial Securities, Inc Dallas, TX Stifel Nicolous St. Louis, MO KeyBanc Capital Markets Cleveland, OH P Independent Public Advisors, LLC $6,029,100.00 Sierra Pacific Secs Celodon Fin Group Midland Securities $3,579,978.33 4.820393% United Banker's Bank Commerce Bank, N.A. Isaak Bond Investments First Southern LLC Dinosaur Sec First Bankers' Banc Mountainside Sec Valdes & Moreno, Inc Win trust Investments Central States Cap Mkts Middlegate Securities Bernardi Securities Los Angeles, CA Morristown, NJ Montclair, NJ Bloomington, MN Kansas City, MO Denver, CO Alphretta, GA New York, NY St. Louis, MO Summit, NJ Kansas City, MO Chicago, IL Prairie Village, KS New York, NY Northfield, IL 6,055,087.65 3,689,562.98 4.942871% 6,040,373.70 3,798,434.22 5.089322% 6,037,542.65 3,870,206.10 5.194930% Page 11of1 PARITY Bid Form &P Parity AA Wire Inbox Parity Calendar Deal List Upcoming Calendar Overview Result Excel Print Robert W. Baird & Co., Inc. - Milwaukee, WI's Bid Dubuque $6,090,000 Taxable General Obligation Corporate Purpose Bonds, Series 2023A For the aggregate principal amount of $6,090,000.00, we will pay you $6,029,100.00, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): Maturity Date Amount $ Coupon %Yield % Dollar Price 06/01/2025 F 200M 5.0000 14.8000 1 100.340 06/01/2026 215M 6.0000 14,3500f 104.346 06/01/2027 220M 6.0000 14.25001 106.123 06/01/2028 230M F5,0000 14.2000 1 103.460 06/01/2029 245M 1 5.0000 14.2000 1 104,095 06/01/2030 250M 5.0000 14.25001 104.401 06/01/2031 265M 5.0000 14,3000 F104.607 06/01/2032 280M 4.3000 4.3500 99.631 06/01/2033 1 290M 1 4.3500 4.4000 99.599 06/01/2034 F305M 1 4.4000 14A5001 99.568 06/01/2035 F320M 4.4500 F4.5GOOF 99.539 06/01/2036 340M 1 4.5000 14.55001 99.512 06/01/2037 360M 4.5500 14.620OF 99. 884 06/01/2038 375M 1 4,6000 14.6800 99.145 06/01/2039 395M 4.6500 4.7500 98,889 06/01/2040 415M 4.7000 4.8000 98.848 06/01/2041 440 1 4.7500 14.85001 98.809 06/01/2042 460M 1 4.8000 4.9000 98.772 06/01 /2043 1 485M 4.8500 4.9500 98.739 Total Interest Cost: $3,519,078,33 Discount: $60,900.00 Net Interest Cost: $3,579,978.33 TIC: 4.820393 Time Last Bid Received On:07/17/2023 9:58:07 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: Robert W. Baird & Co., Inc., Milwaukee, WI Contact: Geoff Kuczmarski Title: TelephoneA 14-765-7331 Fax: I of I