Proceedings to Complete Action on the Issuance of $2,536,000 Sewer Revenue Bonds, Series 2024 Granger Creek Sanitary Sewer ImprovementsCity of Dubuque
City Council Meeting
ITEM TITLE:
SUMMARY:
Copyrighted
September 3, 2024
Consent Items # 07.
Proceedings to Complete Action on the Issuance of $2,536,000 Sewer
Revenue Bonds, Series 2024 (State Revolving Loan Fund Program)
Granger Creek Sanitary Sewer Improvement Projects
City Manager recommending City Council approval of the suggested
proceedings to complete action required on the $2,536,000 Sewer
Revenue Bonds prepared by Bond Counsel and to present a resolution
for City Council to adopt entitled "Series Resolution authorizing and
approving a Loan and Disbursement Agreement and providing for the
issuance of $2,536,000 Sewer Revenue Bonds, Series 2024 and other
documents related to the Series 2024 Bonds."
RESOLUTION Series Resolution authorizing and approving a Loan and
Disbursement Agreement and providing for the issuance of $2,536,000
Sewer Revenue Bonds, Series 2024 and other documents related to the
Series 2024 Bonds
SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
MVM Memo City Manager Memo
Staff Memo Staff Memo
Resolution Resolutions
Sewer Revenue Loan Disbursement Agreement Supporting Documentation
Closing and Tax Final Delivery Certificate Supporting Documentation
Bond Supporting Documentation
Repayment Schedule Supporting Documentation
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
Dubuque
krerld
All -America City
11111,
2007 • 2012 • 2013
SUBJECT: Proceedings to Complete Action on the Issuance of
$2,536,000 Sewer Revenue Bonds, Series 2024 (State Revolving Loan
Fund Program) Granger Creek Sanitary Sewer Improvement Projects
DATE: August 27, 2024
Chief Financial Officer Jennifer Larson is recommending City Council approval of the
suggested proceedings to complete action required on the $2,536,000 Sewer Revenue
Bonds prepared by Bond Counsel and to present a resolution for City Council to adopt
entitled "Series Resolution authorizing and approving a Loan and Disbursement
Agreement and providing for the issuance of $2,536,000 Sewer Revenue Bonds, Series
2024 and other documents related to the Series 2024 Bonds."
The Granger Creek Lift Station Improvements Project will increase the firm pumping
capacity of the existing Granger Creek Lift Station from 0.5 MGD to 2.9 MDG which will
provide the needed capacity to serve existing and proposed developments within sewer
shed 4. The installation of the new Granger Creek Lift Station control equipment, within
the Catfish Creek Lift Station Building, will require some minor modifications to electrical
fixtures, replacement of the existing HVAC and roofing system, to be code compliant.
The Twin Ridge Sanitary Sewer Extension and Lagoon Abandonment Project will extend
the sanitary sewer gravity system and connect into the existing Twin Ridge Subdivision
gravity sewer system along with abandoning the existing lagoon system. With the
completion of this project the City will no longer need to permit, operate and maintain the
lagoon system and the parcel, currently occupied by the lagoon system, would then be
available for redevelopment.
The Tamarack Sanitary Sewer Extension Project will extend sanitary sewer service to the
existing unsewered commercial development, Tamarack Business Park, and provide
future sanitary sewer service opportunities for the Crossroads Industrial Park area along
with adjacent developed and undeveloped areas to the west.
All three of the projects identified in the facility plan are utilizing State Revolving Fund
(SRF) loan proceeds for design and construction and will be included in a single State
Revolving Loan Fund (SRF) loan.
The construction of the Granger Creek Lift Station Improvements Project is partially being
funded utilizing a State Revolving Fund (SRF) loan as a 20% match toward a $1,000,000
grant through the EPA Community Grants Program. Both the Twin Ridge Sanitary Sewer
Extension and Lagoon Abandonment Project and the Tamarack Sanitary Sewer
Extension Project are being funded utilizing 100% SRF loan proceeds. The total SRF
loan amount for all three projects is $2,536,000.
The State Revolving Fund loan will have an interest rate of 2.61 %, a maturity date of June
1, 2045, and will be abated from the sanitary sewer fund.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Michael C. Van Milligen
MCVM/jml
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jennifer Larson, Chief Financial Officer
Brian DeMoss, Finance Manager
Gus Psihoyos, City Engineer
Masterpiece on the Mississippi
TO: Michael C. Van Milligen, City Manager
FROM: Jennifer Larson, Chief Financial Officer
Dubuque
ACity
h II -America l!
2007 • 2012 • 2013
SUBJECT: Proceedings to Complete Action on the Issuance of
$2,536,000 Sewer Revenue Bonds, Series 2024 (State Revolving Loan Fund
Program) Granger Creek Sanitary Sewer Improvement Projects
DATE: August 27, 2024
INTRODUCTION
The purpose of this memorandum is to provide suggested proceedings to complete action
required on the $2,536,000 Sewer Revenue Bonds, Series 2024 (State Revolving Loan
Fund Program). The proceeds of which will be used to pay the costs for the Granger
Creek Sanitary Sewer Improvement Projects.
BACKGROUND
In 1998 the City began to extend sanitary sewer along Granger Creek, for the Dubuque
Technology Park development. The Granger Creek Interceptor Sewer (GCIS) extension
consisted of the Granger Creek Pump Station and approximately 17,600 LF of both 20 inch
and 18" diameter pipe. In 2015, the City extended the interceptor sewer, continuing along
Granger Creek and U.S. Highway 151/61, to the Dubuque Regional Airport. The GCIS
extension increased the sanitary Sewer Shed 4 to approximately 6,300 acres.
Since the GCIS and the extension to the Dubuque Regional Airport has been completed,
several adjacent areas in or near Key West have connected to the City's sewer system,
such as Table Mound Mobile Home Park, Kerrigan Heights Subdivision, Truck Country, a
portion of Twin Ridge Subdivision, and Silver Oaks Subdivision. Tamarack Business Park
and the City's Crossroads Industrial Park, along with other adjacent parcels, are also able
to be served by GCIS.
The City of Dubuque submitted a facility plan, based on the results of an intensive evaluation
of the existing interceptor collection and pumping systems that convey sewage to the Water
Resource Recovery Center (WRRC), to Iowa Department of Natural Resources (IDNR), in
September of 2021. The facility plan identified three improvement projects related to the
Granger Creek Interceptor Sewer System: Granger Creek Lift Station Capacity
Improvements, Twin Ridge Sanitary Sewer Extension and lagoon abandonment and the
Tamarack Sanitary Sewer Extension.
The Granger Creek Lift Station Improvements Project will increase the firm pumping
capacity of the existing Granger Creek Lift Station from 0.5 MGD to 2.9 MDG which will
provide the needed capacity to serve existing and proposed developments within sewer
shed 4. The installation of the new Granger Creek Lift Station control equipment, within the
Catfish Creek Lift Station Building, will require some minor modifications to electrical
fixtures, replacement of the existing HVAC and roofing system, to be code compliant.
The Twin Ridge Sanitary Sewer Extension and Lagoon Abandonment Project will extend
the sanitary sewer gravity system and connect into the existing Twin Ridge Subdivision
gravity sewer system along with abandoning the existing lagoon system. With the
completion of this project the City will no longer need to permit, operate and maintain the
lagoon system and the parcel, currently occupied by the lagoon system, would then be
available for redevelopment.
The Tamarack Sanitary Sewer Extension Project will extend sanitary sewer service to the
existing unsewered commercial development, Tamarack Business Park, and provide future
sanitary sewer service opportunities for the Crossroads Industrial Park area along with
adjacent developed and undeveloped areas to the west.
DISCUSSION
All three of the projects identified in the facility plan are utilizing State Revolving Fund (SRF)
loan proceeds for design and construction and will be included in a single State Revolving
Loan Fund (SRF) loan.
The construction of the Granger Creek Lift Station Improvements Project is partially being
funded utilizing a State Revolving Fund (SRF) loan as a 20% match toward a $1,000,000
grant through the EPA Community Grants Program. Both the Twin Ridge Sanitary Sewer
Extension and Lagoon Abandonment Project and the Tamarack Sanitary Sewer Extension
Project are being funded utilizing 100% SRF loan proceeds. The total SRF loan amount for
all three projects is $2,536,000.
The State Revolving Fund loan will have an interest rate of 2.61 %, a maturity date of June
1, 2045, and will be abated from the sanitary sewer fund.
ACTION TO BE TAKEN
I respectfully recommend the adoption of the enclosed resolution to complete the action
required on the $2,536,000 Sewer Revenue Bonds, Series 2024 (State Revolving Loan
Fund Program) Granger Creek Sanitary Sewer Improvement Projects.
Attachments
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Brian DeMoss, Finance Manager
Dubuque / 430411-9 / Series Res (2024 Bonds)4866-5899-5410\4
MINUTES OF MEETING TO APPROVE SERIES
RESOLUTION FOR SERIES 2024 BONDS
430411-9
Dubuque, Iowa
September 3, 2024
The City Council of the City of Dubuque, Iowa, met on September 3, 2024, at 6:30 p.m.,
at the Historic Federal Building, 350 W. 6fib St, Second Floor Council Chambers, 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 Cavanagh., Council Members Farber, Jones, Resnick, Roussell,
Sprank, Wethal
Absent:
Council Member Resnick introduced the resolution next hereinafter set out and moved its
adoption, seconded by Council Member Wethal; and after due consideration thereof by the City
Council, the Mayor put the question upon the adoption of the resolution, and the roll being called,
the following named Council Members voted:
Ayes: Farber, Resnick, Cavanagh, Wethal, Sprank, Jones, Roussell
Nays:
Whereupon, the Mayor declared said resolution duly adopted, as follows:
On motion and vote, the meeting adjourned.
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DORSEY & WHITNEY, LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-9 / Series Res (2024 Bonds)4866-5899-5410\4
RESOLUTION NO. 266-24
Series Resolution authorizing and approving a Loan and Disbursement Agreement
and providing for the issuance of $2,536,000 Sewer Revenue Bonds, Series 2024
and other documents related to the Series 2024 Bonds
WHEREAS, the City of Dubuque (the "City" and sometimes hereinafter referred to as the
"Issuer"), in Dubuque County, State of Iowa, did heretofore establish a Municipal Sanitary Sewer
System (the "System") in and for the City which has continuously supplied sanitary sewer service
in and to the City and its inhabitants since its establishment; and
WHEREAS, the management and control of the System are vested in the City Council (the
"Council") and no board of trustees exists for this purpose; and
WHEREAS, the City heretofore proposed to contract indebtedness and enter into a certain
Sewer Revenue Loan and Disbursement Agreement (the "Agreement") and to borrow money
thereunder in a principal amount not to exceed $3,200,000, pursuant to the provisions of Section
384.24A of the Code of Iowa, for the purpose of paying the cost, to that extent, of planning,
designing, and constructing improvements and extensions to the System (the "Project"), and has
published notice of the proposed action and has held a hearing thereon on July 16, 2024; and
WHEREAS, the City proposes to issue Sewer Revenue Bonds, Series 2024 (the "Series
2024 Bonds") to the Iowa Finance Authority, an agency and public instrumentality of the State of
Iowa, as lender (the "Lender"), in order to pay the costs of the Project; and
WHEREAS, the City is authorized and empowered by Chapter 384 of the Code of Iowa
(the "Act") to borrow money for the System, and the City Council has adopted a master resolution
(the "Master Resolution") on December 15, 2008, authorizing the issuance from time to time of
Senior Bonds, including Senior SRF Bonds (each as defined in the Master Resolution); and
WHEREAS, Section 8.3 of the Master Resolution authorizes the Council to adopt a Series
Resolution (as defined in the Master Resolution) to provide for the issuance of Senior Bonds, and
this Series Resolution constitutes a Series Resolution under the Master Resolution; and
WHEREAS, for the purposes of this issuance, the Series 2024 Bonds shall be deemed to
be Senior SRF Bonds; and
WHEREAS, the obligations of the Issuer under the Series 2024 Bonds and the Agreement
shall be payable solely and only from the Net Revenues of the System and certain funds and
accounts created and pledged under this Series Resolution and the Master Resolution; and
WHEREAS, it is necessary at this time for the City Council to approve the Agreement with
the Lender and to issue the Series 2024 Bonds in evidence thereof in the principal amount of
$2,536,000;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa,
as follows:
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DORSEY & WHITNEY, LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-9 / Series Res (2024 Bonds)4866-5899-5410\4
Section 1. Definitions. Terms used herein and not defined herein shall have the
meaning given to them in this Series Resolution and the Master Resolution unless the text
expressly or by necessary implication requires otherwise:
"Bonds" or "Series 2024 Bonds" means the $2,536,000 Sewer Revenue Bonds, Series
2024, in one or more series.
"Closing Date" shall mean the date of delivery of the Series 2024 Bonds, anticipated to be
September 20, 2024, with any final changes to such date set forth in the Agreement.
"Loan" shall mean the loan made pursuant to the Agreement and evidenced by the Series
2024 Bonds.
"Agreement" means the Loan and Disbursement Agreement between the Issuer and the
Lender related to the Series 2024 Bonds.
"Senior Bond Issuance Documents" means a Supplemental Resolution, Obligation
Issuance Documents, indenture or other document, as the case may be, authorizing and issuing a
series of Senior Bonds, including Senior SRF Bonds.
"Paying Agent" shall mean the City Treasurer, or such successor as may be approved by
the Issuer as provided herein and who shall carry out the duties prescribed herein with respect to
maintaining a register of the owners of the Series 2024 Bonds. Unless otherwise specified, the
Registrar shall also act as the Paying Agent for the Series 2024 Bonds.
hereof.
"Series 2024 Sinking Fund" means the fund by that name created pursuant to Section 14
"Series Resolution" or "Resolution" means this resolution.
Section 2. Loan Authorization., Authorization for Execution and Delivery of
Documents. Following the adoption of this Series Resolution and pursuant to Chapter 384 of the
Code of Iowa, the City Council is hereby authorized to execute and deliver the Agreement with
the Lender in the form which has been placed on file with the Council providing for a Loan in the
aggregate principal amount of $2,536,000 for the purpose or purposes set forth in the preamble
hereof. The Mayor and City Clerk are hereby authorized to execute and deliver the Agreement on
behalf of the Issuer in the form presented to the Council, with final terms as determined by the
Council and the Lender.
The Mayor, City Clerk and City Treasurer are each authorized to execute and deliver the
Series 2024 Bonds, any and all agreements, documents and instruments required related to the
issuance of the Series 2024 Bonds and to carry out the purposes set forth in this Series Resolution,
including but not limited to any tax certificates, closing certificates and purchase agreements.
Section 3. Appointment of Registrar/Paying Agent. The City Treasurer is hereby
designated as the Registrar and Paying Agent for the Series 2024 Bonds and may be hereinafter
referred to as the "Registrar" or the "Paying Agent" in such capacities.
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DORSEY & WHITNEY, LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-9 / Series Res (2024 Bonds)4866-5899-5410\4
Section 4. Source of Payment of the Series 2024 Bonds. The Series 2024 Bonds, when
issued, will be Senior SRF Bonds under the Master Resolution and shall be payable solely from
the Net Revenues of the System, and certain funds and accounts created and pledged under this
Series Resolution and the Master Resolution.
Section 5. Series 2024 Bonds Details; Form of Series 2024 Bonds. The Series 2024
Bonds are hereby authorized to be issued in evidence of the obligation of the City under the
Agreement, in the aggregate principal amount of $2,536,000, to be dated the Closing Date, and
bearing interest from the date of each advancement made at the rate of 2.61 % per annum pursuant
to the Agreement, until payment thereof, as set forth in Exhibit A attached to the Agreement.
The Series 2024 Bonds maybe in the denominations of $1,000 each or any integral multiple
thereof and, at the request of the Lender, shall be initially issued as a single bond in the
denomination of $2,536,000 and numbered R-1.
The Series 2024 Bonds are subject to optional redemption by the City at a price of par plus
accrued interest (i) on any date with the prior written consent of the Lender, or (ii) in the event that
all or substantially all of the Project is damaged or destroyed. Any optional redemption of the
Series 2024 Bonds by the City may be made from any funds regardless of source, in whole or from
time to time in part, in inverse order of maturity upon not less than thirty (30) days' notice of
redemption by facsimile, e-mail, certified or registered mail to the Lender (or any other registered
owner of the Series 2024 Bonds). The Series 2024 Bonds are also subject to mandatory redemption
as set forth in Section 5 of the Agreement.
Accrued interest on the Series 2024 Bonds shall be payable semiannually on the first day
of June and December in each year, commencing December 1, 2024. Interest shall be calculated
on the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the
Series 2024 Bonds shall be made to the registered owners appearing on the registration books of
the Issuer 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 Series 2024 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 Series 2024 Bonds shall be executed on behalf of the Issuer with the official manual
or facsimile signature of the Mayor and attested by the official manual or facsimile signature of
the City Clerk, and shall be fully registered bonds without interest coupons. The issuance of the
Series 2024 Bonds shall be recorded in the office of the City Treasurer, and the certificate on the
back of each Series 2024 Bond shall be executed with the official manual or facsimile signature of
the City Treasurer. In case any officer whose signature or the facsimile of whose signature appears
on the Series 2024 Bonds shall cease to be such officer before the delivery of such 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.
If applicable pursuant to the Agreement, in addition to the payment of principal of and
interest on the Series 2024 Bonds, the City also agrees to pay the Initiation Fee and the Servicing
Fee (defined in the Agreement) in accordance with the terms of the Agreement.
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DORSEY & WHITNEY, LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-9 / Series Res (2024 Bonds)4866-5899-5410\4
The Series 2024 Bonds shall be in substantially the form attached as Exhibit A hereto.
Section 6. Registration of Series 2024 Bonds; Designation of Registrar Transfer;
Ownership; Delivery; and Cancellation. The provisions of Section 2.4 of the Master Resolution,
which contains covenants relating to the registration, transfer, delivery, and cancellation of Bonds,
are hereby ratified and confirmed with respect to the Series 2024 Bonds.
Section 7. Reissuance of Mutilated, Destroyed, Stolen or Lost Bond. The provisions
of Section 2.5 of the Master Resolution, contains covenants relating to the reissuance of mutilated,
destroyed, stolen, or lost Bonds, are hereby ratified and confirmed with respect to the Series 2024
Bonds. .
Section 8. Application of Loan Proceeds. The loan proceeds to be received under the
Agreement (the "Loan Proceeds") shall be held by the Lender and disbursed for costs of the
Project, as referred to in the preamble hereof. 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 Code (as defined in the Master Resolution).
Section 9. Ratification of Master Resolution. All provisions of the Master Resolution
are hereby ratified and confirmed, and are incorporated herein and certain provisions thereof are
modified as applicable to the Series 2024 Bonds as provided herein.
Section 10. Rates and Charges; Independent Consultant. There have heretofore been
established as required by law, just and equitable fees, rates and charges for the use of the services
rendered by the System. As provided in Section 7.1 of the Master Resolution, so long as the Series
2024 Bonds are outstanding and unpaid, the Net Revenues of the System shall be sufficient in each
Fiscal Year to (i) provide for 100% of the Maintenance Expenses of the System, (ii) equal at least
110% of the Debt Service Requirement, (iii) enable the City to make all required payments, if any,
into the Debt Service Reserve Fund, the Subordinate Bond Fund (if any), and the Rebate Fund,
(iv) enable the City to accumulate an amount which, in the judgement of the Council, is adequate
to meet the costs of major renewals, replacements, repairs, additions, betterments, and
improvements to the System, necessary to keep the same in good operating condition or as required
by any governmental agency having jurisdiction over the System, and (v) remedy all deficiencies
in required payments into any of the funds and accounts established under the Master Resolution
or any Series Resolution.
Section 11. Equality of Lien on Net Revenues. As provided in the Master Resolution,
the timely payment of principal of and interest on the outstanding Series 2024 Bonds shall be
secured equally and ratably with other Senior Bonds by the Net Revenues of the System without
priority by reason of number or time of sale or delivery.
Section 12. Establishment of Funds; Series 2024 Bond Sinking Fund; Debt Service
Reserve Fund. The provisions of Article 6 of the Master Resolution, which provide for the
establishment of the Revenue Fund, the Operation and Maintenance Fund, the Bond Principal and
Interest Fund (the "Sinking Fund"), the Debt Service Reserve Fund, the Subordinate Bond Fund,
the Surplus Fund, and the Rebate Fund, are hereby ratified and confirmed.
Series 2024 Bond Sinking Fund. From and after the issuance of the Series 2024 Bonds and
as long as the Series 2024 Bonds are outstanding, the Issuer shall establish and maintain a separate
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DORSEY & WHITNEY, LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-9 / Series Res (2024 Bonds)4866-5899-5410\4
fund to be known as the Series 2024 Bond Sinking Fund. The Issuer shall transfer amounts on
deposit in the Revenue Fund into the Series 2024 Bond Sinking Fund for the payment of interest
and principal of the Series 2024 Bonds, on the 1st day of each month commencing on the 1st day
of the month immediately succeeding the date of issuance and delivery of any of the Series 2024
Bonds in equal monthly amounts which, together with other monthly amounts made pursuant
hereto, will be sufficient to pay principal of and interest on the Series 2024 Bonds due on the next
succeeding date which principal of and/or interest on such Series 2024 Bonds are due and payable.
If for any reason the amount on deposit in the Series 2024 Bond Sinking Fund exceeds the required
amount, the excess shall be forthwith withdrawn therefrom by the Issuer and deposited into the
Revenue Fund. If for any reason the amount on deposit in the Series 2024 Bond Sinking Fund is
less than the required amount, the deficit shall forthwith be made up by the Issuer from available
funds on deposit in the Revenue Fund as provided in Section 6.5 of the Master Resolution.
Money in the Series 2024 Bond Sinking Fund shall be used solely for the purpose of paying
principal of and interest on the Series 2024 Bonds as the same may become due and payable.
Debt Service Reserve Fund. The provisions of Section 6.6 of the Master Resolution with
respect to the Debt Service Reserve Fund are hereby recognized. The Series 2024 Bonds shall be
issued as Senior SRF Bonds, and the City shall not be required to make any payments into the
Debt Service Reserve Fund under the provisions of this Resolution. The Series 2024 Bonds shall
not be secured by or payable from amounts held in the Debt Service Reserve Fund, and the holders
of the Series 2024 Bonds shall have no rights against the Debt Service Reserve Fund so long as
any Senior Bonds secured by the Debt Service Reserve Fund remain outstanding.
Section 13. Investment of Funds. Section 6.11 of the Master Resolution contains
covenants relating to the investment of funds.
All income derived from such investments shall be credited to the fund from which such
investments were made. Such investments shall at any time necessary be liquidated and the
proceeds thereof applied to the purpose for which the respective fund was created.
Section 14. Restrictions on the Incurrence of Senior Bonds and Subordinate Bonds. As
provided in the Master Resolution, the Issuer shall comply with Article 8 of the Master Resolution
regarding the incurrence of Senior Bonds and Subordinate Bonds. The Series 2024 Bonds are
being issued as Senior SRF Bonds under Section 8.3 of the Master Resolution, and therefore, the
provisions of Section 8.3(a), (b), and (c) do not apply with respect to the issuance of the Series
2024 Bonds. It is hereby found, determined, and declared that the City has complied in all respects
with the provisions of Article 8 of the Master Resolution.
The provisions of the Section 21 of the resolutions authorizing the issuance of the City's
outstanding Sewer Revenue Capital Loan Notes, Series 2013, dated April 19, 2013 and Sewer
Revenue Capital Loan Notes, Series 2013B, dated May 20, 2013 (together, the "Series 2013
Notes") with respect to the issuance of obligations issued on a parity with the Series 2013 Notes
are hereby recognized, and it is hereby found, determined and declared that there has been procured
and filed with the City Clerk a waiver from the Iowa Finance Authority, the sole owner and holder
of the Series 2013 Notes, waiving any and all requirements and conditions that must be met prior
to the issuance of obligations issued on a parity with the Series 2013 Notes.
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DORSEY & WHITNEY, LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-9 / Series Res (2024 Bonds)4866-5899-5410\4
Section 15. Covenants Regarding Operation of the System. Section 7.2 of the Master
Resolution contains covenants relating to operation of the System.
Section 16. Events of Default; Remedies The provisions of Article 10 of the Master
Resolution, which contain covenants relating to events of default and remedies, are hereby ratified
and confirmed with respect to the Series 2024 Bonds.
Section 17. Additional Covenants, Representations and Warranties of the Issuer;
Disposition of Proceeds. The Issuer certifies and covenants that the Issuer through its officers,
will (a) make such further specific covenants, representations and assurances as may be necessary
or advisable; (b) file such forms, statements and supporting documents as may be required and in
a timely manner; (c) if deemed necessary or advisable by its officers, employ and pay fiscal agents,
financial advisors, attorneys and other persons to assist the Issuer in such compliance; and (d) it is
the intention of the City that interest on the Series 2024 Bonds be and remain excluded from gross
income for federal income tax purposes pursuant to the appropriate provisions of the Code. In
furtherance thereof the City covenants to comply with the provisions of the Code as they may from
time to time be in effect or amended and further covenants to comply with applicable future laws,
regulations, published rulings and court decisions as may be necessary to insure that the interest
on the Series 2024 Bonds will remain excluded from gross income for federal income tax
purposes. Any and all of the officers of the City and the System are hereby authorized and directed
to take any and all actions as may be necessary to comply with the covenants herein contained.
Section 18. Discharge and Satisfaction of Series 2024 Bonds. The provisions of Section
9.1 of the Master Resolution, which contains covenants relating to the discharge and satisfaction
of Bonds, are hereby ratified and confirmed with respect to the Series 2024 Bonds.
Section 19. Resolution a Contract. The provisions of this Series Resolution shall
constitute a contract among the Issuer and the owners of the Series 2024 Bonds, and after the
issuance of the Series 2024 Bonds, no change, variation or alteration of any kind in the provisions
of this Series Resolution shall be made in any manner, except as provided in Section 22 or Section
23 hereof, until such time as the Series 2024 Bonds, and interest due thereon, shall have been
satisfied and discharged as provided in this Series Resolution.
Section 20. Modification of Resolution Not Requiring the Consent of Owners of Series
2024 Bonds. The provisions of Section 7.2 of the Master Resolution, which contains covenants
relating to amendment of the Resolution without consent of the holders of the Series 2024 Bonds,
are hereby ratified and confirmed with respect to the Series 2024 Bonds.
Section 21. Modification of Series Resolution Requiring Consent of Owners of Series
2024 Bonds. The provisions of Section 7.3 of the Master Resolution, which contains covenants
relating to amendment of the Resolution with the consent of the holders of the Series 2024 Bonds,
are hereby ratified and confirmed with respect to the Series 2024 Bonds.
Section 22. Conflicting Provisions. All resolutions and orders or parts thereof in
conflict with the provisions of this resolution are, to the extent of such conflict, hereby repealed.
Section 23. Effective Date. This Series Resolution shall be in full force and effect
immediately upon its adoption and approval, as provided by law.
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DORSEY & WHITNEY, LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-9 / Series Res (2024 Bonds)4866-5899-5410\4
Section 24. Severability. If any section, paragraph, or provision of this Series
Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the remaining
provisions.
Adopted and approved this September 3, 2024.
Attest:
City Clerk
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DORSEY & WHITNEY, LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-9 / Series Res (2024 Bonds)4866-5899-5410\4
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SS:
I, the undersigned, do hereby certify that 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 the aforesaid corporate records and that the transcript
hereto attached is a true, correct and complete copy of all the corporate records in relation to the
authorization and approval of a certain Agreement and the issuance of $2,536,000 Sewer Revenue
Bonds, Series 2024 of the City evidencing the City's obligation under the 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 Agreement or to issue the Series 2024 Bonds.
WITNESS MY HAND this / day of I K�r p �e (n , , 2024.
1�.1L
City Clerk
9
DORSEY & WHITNEY, LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-9 / Series Res (2024 Bonds)4866-5899-5410\4
STATE OF IOWA
COUNTY OF DUBUQUE
CITY OF DUBUQUE
SS:
I, the undersigned, City Clerk of the City of Dubuque, Iowa, do hereby certify that the City
did heretofore establish a Municipal Sanitary Sewer System (hereinafter referred to as the
"System"), that the management and control of the System are vested in the City Council of the
City, and that no board of trustees exists which has any part of the control and management of
such System.
I further certify that there is not pending or threatened any question or litigation whatsoever
touching the establishment, improvement or operation of such System and that there are no bonds
or other obligations of any kind now outstanding which are payable from or constitute a lien upon
the revenues derived from the operation of such System, except for the Series 2024 Bonds currently
being issued by the City.
WITNESS MY HAND this I day of SepEcf4 , 2024.
CW--iceifrAe ,1f4J2/-
do6,
City Clerk
10
DORSEY & WHITNEY, LLP, ATTORNEYS, DES MOINES, IOWA
EXHIBIT A
Form of Series 2024 Bond
UNITED STATES OF AMERICA
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SEWER REVENUE BOND, SERIES 2024
No. R-1 $2,536,000
RATE MATURITY DATE BOND DATE
2.61% June 1, 2045 September 20, 2024
The City of Dubuque (the "City"), in Dubuque County, State of Iowa, for value received,
promises to pay from the source and as hereinafter provided, on the maturity date of this Bond to
IOWA FINANCE AUTHORITY
or registered assigns, the principal sum of
TWO MILLION FIVE HUNDRED THIRTY-SIX THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and December 1 of
each year, commencing December 1, 2024, and principal shall be due and payable in installments in
the amounts shown on the Principal Payment Schedule, attached hereto as Exhibit A, on June 1, 2026,
and annually thereafter on June 1 in each year until the principal and interest are fully paid, except that
the final installments of the entire balance of principal and interest, if not sooner paid, shall become
due and payable on June 1, 2045. Interest shall be computed on the basis of a 360-day year of twelve
30-day months.
The City Clerk shall act as Registrar and Paying Agent and may be hereinafter referred to as
the "Registrar" or the "Paying Agent."
Payment of the principal of and interest on this Bond and premium, if any, shall be payable at
the office of the Paying Agent to the registered owners thereof appearing on the registration books of
the City at the addresses shown on such registration books. All such payments, except full redemption,
shall be made to the registered owners appearing on the registration books at the close of business on
the fifteenth day of the month next preceding the payment date. Final payment of principal shall only
be made upon surrender of this Bond to the Paying Agent.
This Bond is one of a series of bonds (the "Bonds") issued by the City to evidence its obligation
under a certain Loan and Disbursement Agreement, dated the date hereof (the "Agreement") entered
into by the City for the purpose of providing funds to pay a portion of the cost of planning, designing
and constructing improvements and extensions (the "Project") to the Municipal Sanitary Sewer System
of the City (the "System").
A-1
The Bonds are issued pursuant to and in strict compliance with the provisions of
Sections 384.24A and 384.83 of the Code of Iowa, 2023, and all other laws amendatory thereof and
supplemental thereto, and in conformity with a certain master resolution, adopted on December 15,
2008, and a certain series resolution, adopted on September 3, 2024, authorizing and approving the
Agreement and providing for the issuance and securing the payment of the Bonds (together, the
"Resolutions"), and reference is hereby made to the Resolutions and the 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 Bonds shall be subject to optional redemption by the City at a price of par plus accrued
interest (i) on any date with the prior written consent of the Iowa Finance Authority, or (ii) in the event
that all or substantially all of the Project is damaged or destroyed. Any optional redemption of the
Bonds by the City may be made from any funds regardless of source, in whole or from time to time in
part, in inverse order of maturity upon not less than thirty (30) days' notice of redemption by e-mail,
facsimile, certified or registered mail to the Iowa Finance Authority (or any other registered owner of
the Bonds). The Bonds are also subject to mandatory redemption as set forth in Section 5 of the
Agreement.
The Bonds are not general obligations of the City but, together with the City's outstanding
Sewer Revenue Capital Loan Notes, Series 2009A, dated January 14, 2009; Sewer Revenue Capital
Loan Notes, Series 2010A, dated January 13, 2010; Sewer Revenue Capital Loan Notes, Series 2010E,
dated August 18, 2010; Sewer Revenue Capital Loan Notes, Series 2013, dated April 19, 2013; Sewer
Revenue Capital Loan Notes, Series 2013B, dated May 20, 2013; Sewer Revenue Capital Loan Notes,
Series 2019, dated March 18, 2019; Sewer Revenue Capital Loan Notes, Series 2023A, dated March
3, 2023; and any additional obligations as may be hereafter issued and outstanding from time to time
ranking on a parity therewith under the conditions set forth in the Resolutions, are payable solely and
only out of the future Net Revenues (as defined in the Resolutions) of the System of the City, a
sufficient portion of which has been ordered set aside and pledged for that purpose. This Bond is not
payable in any manner by taxation, and under no circumstances shall the City be in any manner liable
by reason of the failure of the said Net Revenues to be sufficient for the payment of this Bond and the
interest thereon.
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, Recited and Declared that all acts, conditions and things required
to exist, happen and be performed precedent to and in the issuance of the Bonds have existed, have
happened and have been performed in due time, form and manner, as required by law, and that the
issuance of the Bonds does not exceed or violate any constitutional or statutory limitation or provision.
A-2
IN TESTIMONY WHEREOF, the City of Dubuque, Iowa, has caused this Bond to be executed
by its Mayor and attested by its City Clerk, all as of the Bond Date.
CITY OF DUBUQUE, IOWA
By (Do Not Sign)
Mayor
Attest:
(Do Not Sign)
City Clerk
(On the back of each Bond the following certificate shall be executed with the duly
authorized signature of the City Treasurer)
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SS: CITY TREASURER'S CERTIFICATE
The original issuance of the Bonds, of which this Bond is a part, was duly and properly
recorded in my office as of the Bond Date.
(Do Not Sign)
City Treasurer
A-3
ABBREVIATIONS
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
TEN
as tenants in common
as tenants by the entireties
as joint tenants with
right of survivorship and
not as tenants in common
UTMA
As Custodian for
(Custodian)
(Minor)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns
this Bond to
(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(s) must be guaranteed by an eligible
guarantor institution which is a member of 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.
A-4
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due Due
June 1 Amount June 1 Amount
2026 $ 97,000 2036 $127,000
2027 $ 98,000 2037 $131,000
2028 $101,000 2038 $134,000
2029 $104,000 2039 $138,000
2030 $107,000 2040 $142,000
2031 $110,000 2041 $146,000
2032 $113,000 2042 $150,000
2033 $117,000 2043 $155,000
2034 $120,000 2044 $159,000
2035 $123,000 2045 $164,000
A-5
LOAN AND DISBURSEMENT AGREEMENT
$2,536,000 SEWER REVENUE BONDS
This Loan and Disbursement Agreement (the "Agreement") is made and entered into as
of September 20, 2024, by and between the City of Dubuque, Iowa (the "Participant") and the
Iowa Finance Authority, an agency and public instrumentality of the State of Iowa (the "Issuer").
WHEREAS, the Issuer, in cooperation with the Iowa Department of Natural Resources
(the "Department"), is authorized to undertake the creation, administration and financing of the
Iowa Water Pollution Control Works Financing Program (the "Program") established in the
Code of Iowa, Sections 16.131 through 16.135 and Sections 455B.291 through 455B.299,
including, among other things, the making of loans to Iowa municipalities for purposes of the
Program; and
WHEREAS, the Participant desires to participate in the Program as a means of financing
all or part of the construction of certain wastewater treatment facilities serving the Participant
and its residents; and
WHEREAS, to assist in financing the Project (defined herein), the Issuer desires to make
a loan to the Participant in the amount set forth in Section 2 hereof;
NOW, THEREFORE, the parties agree as follows:
Section 1. Definitions. In addition to other definitions set forth herein, the following
terms as used in this Agreement shall, unless the context clearly requires otherwise, have the
following meanings:
(a) "Bonds" shall mean any State Revolving Fund Revenue Bonds that were
or in the future are issued by the Issuer for the purpose of providing moneys to finance
the Loan to the Participant.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
all lawfully promulgated regulations thereunder.
(c) "Project" shall mean the particular construction activities approved by the
Department and being undertaken by the Participant with respect to its Wastewater
Treatment System, as described in the Resolution.
(d) "Regulations" shall mean the administrative rules of the Department
relating to the Program, set forth in Title 567, Chapter 92 of the Iowa Administrative
Code, and the administrative rules of the Issuer relating to the Program set forth in Title
265, Chapter 26 of the Iowa Administrative Code.
(e) "Resolution" shall mean the certain master resolution of the City Council
of the Participant, adopted on December 15, 2008, and the certain series resolution of the
1
City Council of the Participant providing for the authorization and issuance of the
Revenue Bond, attached hereto as Exhibit B, adopted on September 3, 2024, approving
and authorizing the execution of this Agreement and the issuance of the Revenue Bond
(as defined herein).
(f) "Wastewater Treatment System" shall mean the wastewater treatment
system of the Participant, all facilities being used in conjunction therewith and all
appurtenances and extensions thereto, including but not limited to the wastewater
treatment system project which the Participant is financing under this Agreement.
Section 2. Loan; Purchase of Revenue Bond. The Issuer agrees to purchase a duly
authorized and issued sewer revenue bond or capital loan note of the Participant (the "Revenue
Bond") in order to make a loan to the Participant, and will disburse proceeds as set forth herein.
The Participant agrees to borrow and accept from the Issuer, a loan in the principal amount of
$2,536,000 (the "Loan").
The Participant shall use the proceeds of the Loan strictly (a) to finance a portion of the
costs of construction of the Project and (b), where applicable, to reimburse the Participant for a
portion of the costs of the Project, which portion was paid or incurred in anticipation of
reimbursement through the Program and which is eligible for such reimbursement under and
pursuant to the Regulations and the Code.
Section 3. Disbursements. Proceeds of the Loan shall be made available to the
Participant in the form of one or more periodic disbursements as provided in this Section. The
Issuer thereafter shall make disbursements of a portion of the Loan for payment of costs of the
Project upon receipt of the following:
(a) a completed payment request on a form acceptable to and available from
the Issuer;
(b) current construction payment estimates;
(c) engineering service statements;
(d) purchase orders or invoices for items not included within other contracts;
and
(e) evidence that the costs for which the disbursement is requested have been
incurred.
Solely with respect to the request for the final disbursement of proceeds of the Loan, the
Participant shall submit to the Issuer (via the Department), in addition to items (a) through (e)
above, a certification of completion and acceptance of the Project by the Participant or evidence
of an acceptable settlement if the Project is subject to a dispute between the Participant and any
contractor.
2
Disbursements shall be made in a timely fashion following the receipt of the information
as set forth above. Unless otherwise agreed to in writing by the Issuer, funds shall be payable to
the Participant via automated clearinghouse system transfer to the account specified by the
Participant.
Section 4. Completion of Project. The Participant covenants and agrees (i) to
exercise its best efforts in accordance with prudent wastewater treatment utility practices to
complete the Project; and (ii) to provide from its own fiscal resources all monies, in excess of the
total amount of Loan proceeds it receives under the Agreement, required to complete the Project.
Section 5. Repayment of Loan; Issuance of Revenue Bonds. The Participant's
obligation to repay the Loan and interest thereon shall be evidenced by the Revenue Bond in the
principal amount of the Loan, complying in all material respects with the Regulations and being
in substantially the form set forth in the Resolution, which Resolution is attached hereto as
Exhibit B. The Revenue Bond shall be delivered to the Issuer as the original purchaser and
registered holder thereof at the closing of the Loan. The Revenue Bond shall be accompanied by
a legal opinion of bond counsel, in form satisfactory to the Issuer, to evidence the legality,
security position and tax-exempt status of interest on the Revenue Bond. The parties agree that a
payment of principal of or interest on the Revenue Bond shall be deemed to be a payment of the
same on the Loan and a payment of principal of or interest on the Loan shall be deemed to be a
payment of the same on the Revenue Bond. Unless otherwise agreed to in writing by the Issuer,
all payments of principal and interest due under the Loan shall be made via automated
clearinghouse transfer, from an account specified by the Participant.
The Revenue Bond shall be dated the date of delivery to the Issuer, with interest and the
Servicing Fee (together, the "Interest Rate" as set forth in Section 6 hereof) payable
semiannually on June 1 and December 1 of each year (unless the resolution authorizing a
previous series of outstanding bonds on a parity with the Revenue Bond requires interest to be
paid on other interest payment dates, in which case such other dates shall apply) from the date of
each disbursement of a part of the Loan from the Issuer to the Participant (which are initially
expected to be on approximately the dates set forth on Exhibit A attached hereto and
incorporated herein). The first repayment of principal of the Loan shall be due and payable not
later than one year after substantial completion of the Project and payments of principal, interest
and the Servicing Fee shall continue thereafter until the Loan is paid in full. Following the final
disbursement of Loan proceeds to the Participant, Exhibit A shall be adjusted by the Issuer, with
the approval of the Participant, based upon actual disbursements to the Participant under the
Agreement. Such revised Exhibit A thereafter shall be deemed to be incorporated herein by
reference and made a part hereof and shall supersede and replace that initially attached hereto
and to the Revenue Bond.
The Revenue Bond shall be subject to optional redemption by the Participant at a price of
par plus accrued interest (i) on any date upon receipt of written consent by the Issuer, or (ii) in
the event that all or substantially all of the Project is damaged or destroyed. Any such optional
redemption of the Revenue Bond by the Participant may be made from any funds regardless of
source, in whole or from time to time in part, upon not less than thirty (30) days' notice of
3
redemption by e-mail, facsimile, certified or registered mail to the Issuer (or any other registered
owner of the Revenue Bond). The Revenue Bond is also subject to mandatory redemption in the
event the costs of the Project are less than initially projected, in which case the amount of the
Loan shall be reduced to an amount equal to the actual Project costs disbursed. The Participant
and the Issuer agree that following such adjustment, the principal amount due under the Revenue
Bond shall be automatically reduced to equal the principal amount of the adjusted Loan.
The Revenue Bond and the interest thereon and any additional obligations as may be
hereafter issued and outstanding from time to time under the conditions set forth in the
Resolution shall be payable solely and only from the Net Revenues (as defined in the Resolution)
of the Wastewater Treatment System of the Participant, a sufficient portion of which has been
and shall be ordered set aside and pledged for such purpose under the provisions of the
Resolution. Neither this Agreement nor the Revenue Bond is a general obligation of the
Participant, and under no circumstance shall the Participant be in any manner liable by reason of
the failure of the aforesaid Net Revenues to be sufficient to pay the Revenue Bond and the
interest thereon or to otherwise discharge the Participant's obligation hereunder.
Section 6. Interest Rate, Initiation Fee and Servicing Fees. (a) The Participant agrees
to pay to the Issuer, as additional consideration for the Loan, a loan initiation fee (the "Initiation
Fee") equal to one-half of one percent (0.50%) of the amount of the Loan (but not to exceed
$100,000.00) ($12,680), which shall be due and payable on the date of this Agreement. Unless
the Issuer shall be otherwise notified by the Participant that the Participant intends to pay such
Initiation Fee from other funds, and has received such other funds from the Participant on the
date hereof, the Issuer shall be authorized to deduct the full amount of the Initiation Fee from the
proceeds of the Loan being made hereunder, and such deduction by the Issuer shall be deemed to
be an expenditure by the Participant of the Loan proceeds.
(b) The Participant agrees to pay a Loan servicing fee (the "Servicing Fee") to the Issuer
in an amount equal to 0.25% per annum of the principal amount of the Loan outstanding. The
Servicing Fee shall be paid as described in Section 5 and Section 6(c) hereof.
(c) The Loan shall bear interest at 2.61 per annum (the "Rate"). As described in Section
5, payments hereunder shall be calculated based on the Rate plus the Servicing Fee (such 2.86%,
the "Interest Rate").
Section 7. Compliance with Applicable Laws, Performance Under Loan Agreement;
Rates. The Participant covenants and agrees (i) to comply with all applicable State of Iowa and
federal laws, rules and regulations (including but not limited to the Regulations), judicial
decisions, and executive orders in the performance of the Agreement and in the financing,
construction, operation, maintenance and use of the Project and the Wastewater Treatment
System; (ii) to maintain its Wastewater Treatment System in good repair, working order and
operating condition; (iii) to cooperate with the Issuer in the observance and performance of their
respective duties, covenants, obligations and agreements under the Agreement; (iv) to comply
with all terms and conditions of the Resolution; and (v) to establish, levy and collect rents, rates
and other charges for the products and services provided by its Wastewater Treatment System,
4
which rents, rates and other charges shall be at least sufficient (A) to meet the operation and
maintenance expenses of such Wastewater Treatment System, (B) to produce and maintain Net
Revenues at a level not less than 110% of the amount of principal and interest on the Revenue
Bond and any other obligations secured by a pledge of the Net Revenues falling due in the same
year, (C) to comply with all covenants pertaining thereto contained in, and all other provisions
of, any bond resolution, trust indenture or other security agreement, if any, relating to any bonds
or other evidences of indebtedness issued or to be issued by the Participant, (D) to pay the debt
service requirements on any bonds, notes or other evidences of indebtedness, whether now
outstanding or incurred in the future, secured by such revenues or other receipts and issued to
finance improvements to the Wastewater Treatment System and to make any other payments
required by the laws of the State of Iowa, (E) to generate funds sufficient to fulfill the terms of
all other contracts and agreements made by the Participant, including, without limitation, the
Agreement and the Revenue Bond and (F) to pay all other amounts payable from or constituting
a lien or charge on the operating revenues of its Wastewater Treatment System.
Section 8. Exclusion of Interest from Gross Income. Unless otherwise agreed to by
the Issuer in writing, the Participant covenants and agrees as follows:
(a) The Participant shall not take any action or omit to take any action which
would result in a loss of the exclusion of the interest on the Bonds from gross income for
federal income taxation as that status is governed by Section 103(a) of the Code.
(b) The Participant shall not take any action or omit to take any action, which
action or omission would cause its Revenue Bond or the Bonds (assuming solely for this
purpose that the proceeds of the Bonds loaned to the Participant represent all of the
proceeds of the Bonds) to be "private activity bonds" within the meaning of Section
141(a) of the Code. Accordingly, unless the Participant receives the prior written
approval of the Issuer, the Participant shall not (A) permit any of the proceeds of the
Bonds loaned to the Participant or the Project financed with such proceeds to be used,
either directly or indirectly, in any manner that would constitute "private business use"
within the meaning of Section 141(b)(6) of the Code, taking into account for this purpose
all such use by persons other than governmental units on an aggregate basis, (B) use,
either directly or indirectly, any of the proceeds of the Bonds loaned to the Participant to
make or finance loans to persons other than governmental units (as such term is used in
Section 141(c) of the Code) or (C) use, either directly or indirectly, any of the proceeds of
the Bonds loaned to the Participant to acquire any "non -governmental output property"
within the meaning of Section 141(d)(2) of the Code.
(c) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds (or amounts replaced with such proceeds) or any other funds or
take any action or omit to take any action, which use or action or omission would
(assuming solely for this purpose that the proceeds of the Bonds loaned to the Participant
represent all of the proceeds of the Bonds) cause the Bonds to be "arbitrage bonds"
within the meaning of Section 148(a) of the Code.
5
(d) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to pay the principal of or interest on any issue of State or local
governmental obligations ("refinancing of indebtedness") unless the Participant shall
establish to the satisfaction of the Issuer that such refinancing of indebtedness will not
adversely affect the exclusion from gross income of interest on the Bonds for federal
income tax purposes and the Participant delivers an opinion to such effect of bond
counsel acceptable to the Issuer.
(e) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to reimburse the Participant for any portion of the cost of the
Project unless such cost was paid or incurred by the Participant in anticipation of
reimbursement from the proceeds of the Bonds or other State or local governmental
borrowing in accordance with the Code, published rulings of the Internal Revenue
Service and the Regulations.
(f) The Participant shall not use the proceeds of the Bonds (assuming solely
for this purpose that the proceeds of the Bonds loaned to the Participant represent all of
the proceeds of the Bonds) in any manner which would cause the Bonds to be "federally
guaranteed" within the meaning of Section 149(b) of the Code or "hedge bonds" within
the meaning of Section 149(g) of the Code.
(g) The Participant shall comply with all provisions of the Code relating to the
rebate of any profits from arbitrage attributable to the Participant, and shall indemnify
and hold the Issuer harmless therefrom.
Section 9. Insurance; Audits; Disposal of Property. The Participant covenants and
agrees (a) to maintain insurance on, or to self -insure, the insurable portions of the Wastewater
Treatment System of a kind and in an amount which normally would be carried by private
companies engaged in a similar type of business, (b) to keep proper books and accounts adapted
to the Wastewater Treatment System, showing the complete and correct entry of all transactions
relating thereto, and to cause said books and accounts to be audited or examined by an
independent auditor or the State Auditor (i) at such times and for such periods as may be
required by the federal Single Audit Act of 1984, OMB Circular A-133 or State law, and (ii) at
such other times and for such other periods as may be requested at any time and from time to
time by the Issuer (which requests may require an audit to be performed for a period that would
not otherwise be required to be audited under State law), and (c) unless the Participant has
received a waiver and consent from the Issuer, it shall not sell, lease or in any manner dispose of
the Wastewater Treatment System, or any capital part thereof, including any and all extensions
and additions which may be made thereto, until the Revenue Bond shall have been paid in full or
otherwise discharged as provided in the Resolution; provided, however, that the Participant may
dispose of any property which in the judgment of its governing body is no longer useful or
profitable to use in connection with the operation of the Wastewater Treatment System or
essential to the continued operation thereof.
6
Section 10. Maintenance of Documents; Access. The Participant agrees to maintain
its project accounts in accordance with generally accepted accounting principles ("GAAP") as
issued by the Governmental Accounting Standards Board, including GAAP requirements
relating to the reporting of infrastructure assets.
The Participant agrees to permit the Issuer or its duly authorized representative access to
all files and documents relating to the Project for purposes of conducting audits and reviews in
accordance with any of the Regulations.
Section 11. Continuing Disclosure. As a means of enabling the Issuer to comply with
the "continuing disclosure" requirements set forth in Rule 15c2-12 (the "Rule") of the Securities
and Exchange Commission, the Participant agrees, during the term of the Loan, but only upon
written notification from the Issuer to the Participant that this Section 11 applies to such
Participant for a particular fiscal year, to provide the Issuer with (i) the comprehensive audit
report of the Participant, prepared and certified by an independent auditor or the State Auditor, or
unaudited financial information if the audit is not available, not later than 180 days after the end
of each fiscal year for which this section applies and (ii) such other information and operating
data as the Issuer may reasonably request from time to time with respect to the Wastewater
Treatment System, the Project or the Participant.
The Participant hereby consents to the inclusion of all or any portion of the foregoing
information and materials in a public filing made by the Issuer under the Rule. The Participant
agrees to indemnify and hold harmless the Issuer, and its officers, directors, employees and
agents from and against any and all claims, damages, losses, liabilities, reasonable costs and
expenses whatsoever (including attorney fees) which such indemnified party may incur by
reason of or in connection with the disclosure of information permitted under this Section;
provided that no such indemnification shall be required for any claims, damages, losses,
liabilities, costs or expenses to the extent, but only to the extent, caused by the willful
misconduct or gross negligence of the Issuer in the disclosure of such information.
Section 12. Events of Default. If any one or more of the following events occur, it is
hereby defined as and declared to constitute an "Event of Default" under this Agreement:
(a) Failure by the Participant to pay, or cause to be paid, any Loan repayment
(including the Servicing Fee) required to be paid under this Agreement when due, which
failure shall continue for a period of fifteen (15) days.
(b) Failure by the Participant to make, or cause to be made, any required
payments of principal, redemption premium, if any, and interest on any bonds, notes or
other obligations of the Participant (other than the Loan and the Revenue Bond), the
payment of which are secured by operating revenues of the Wastewater Treatment
System.
(c) Failure by the Participant to observe and perform any duty, covenant,
obligation or agreement on its part to be observed or performed under the Agreement or
7
the Resolution, other than the obligation to make Loan repayments, which failure shall
continue for a period of thirty (30) days after written notice, specifying such failure and
requesting that it be remedied, is given to the Participant by the Issuer, unless the Issuer
shall agree in writing to an extension of such time prior to its expiration or the failure
stated in such notice is correctable but cannot be corrected in the applicable period, in
which case the Issuer may not unreasonably withhold its consent to an extension of such
time up to one hundred twenty (120) days from the delivery of the written notice referred
to above if corrective action is commenced by the Participant within the applicable period
and diligently pursued until the Event of Default is corrected.
Section 13. Remedies on Default. Whenever an Event of Default shall have occurred
and be continuing, the Issuer shall have the right to take any action authorized under the
Regulations, the Revenue Bond or this Agreement and to take whatever other action at law or
equity may appear necessary or desirable to collect the amounts then due and thereafter to
become due under the Agreement or to enforce the performance and observance of any duty,
covenant, obligation or agreement of the Participant under the Agreement or the Resolution.
Section 14. Amendments. This Agreement may not be amended, supplemented or
modified except by a writing executed by all of the parties hereto.
Section 15. Termination. The Participant understands and agrees that the Loan may
be terminated at the option of the Issuer if construction of the Project has not commenced within
one year of the date of execution of this Agreement, all as set forth in the Regulations.
Section 16. Rule of Construction. This 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 that statute.
In the event of any inconsistency or conflict between the terms and conditions of the
Revenue Bond and this Agreement or the Regulations, the parties acknowledge and agree that
the terms of this Agreement or the Regulations, as the case may be, shall take precedence over
any such terms of the Revenue Bond and shall be controlling, and that the payment of principal
and interest on the Loan shall at all times conform to the schedule set forth on Exhibit A, as
adjusted, and the Regulations.
Section 17. Federal Requirements. The Participant agrees to comply with all
applicable federal requirements including, but not limited to, Davis -Bacon wage requirements
and the requirements relating to the use of American iron and steel products.
Section 18. Application of Uniform Electronic Transactions Act.
The Issuer and the Participant agree this Agreement and all documents related thereto
and referenced herein may be entered into and provided for pursuant to and in accordance with
Chapter 554D of the Code of Iowa.
8
Section 19. Repayment of Planning and Design Loan. The Participant entered into an
Interim Loan and Disbursement Agreement with the Issuer to provide funds to pay the costs of
planning and designing the Project. The Participant agrees to repay the Interim Loan and
Disbursement Agreement on the date of this Agreement. Unless the Participant notifies the
Issuer that the Participant intends to repay the Interim Loan and Disbursement Agreement from
other funds, and the Issuer has received such other funds from the Participant on the date hereof,
the Issuer shall be authorized to deduct the full amount due under the Interim Loan and
Disbursement Agreement from the proceeds of the Loan being made hereunder, and such
deduction by the Issuer shall be deemed to be an expenditure by the Participant of the Loan
proceeds.
9
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
Attest:
City Clerk
CITY OF DUBUQUE, IOWA
By.
[Participant Signature Page to LDA]
IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first
above written.
IOWA FINANCE AUTHORITY
By:
Its:
[IFA Signature Page to LDA]
EXHIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
EXHIBIT B
AUTHORIZATION/ISSUANCE RESOLUTION OF PARTICIPANT
CLOSING CERTIFICATE
We, the undersigned, Mayor and City Clerk of the City of Dubuque, Iowa (the "City"), do
hereby certify as of September 20, 2024 (the "Dated Date"), that we are now and were at the time
of the execution of the City's $2,536,000 Sewer Revenue Bonds, Series 2024 (the "Series 2024
Bond"), the officers respectively above indicated of the City; that in pursuance of Chapter 384 of
the Code of Iowa, a certain master resolution (the "Master Resolution") adopted by the City
Council on December 15, 2008, and a certain series resolution (the "Series Resolution" and,
together with the Master Resolution, the "Resolutions") adopted by the City Council on September
3, 2024, and a certain Loan and Disbursement Agreement (the "Agreement"), by and between the
City and the Iowa Finance Authority, Des Moines, Iowa, as lender (the "Lender"), the Series 2024
Bond has been heretofore lawfully authorized and this day by us lawfully issued and delivered to
the Lender and pursuant to the Agreement, the Lender shall loan to the City the maximum sum of
$2,536,000. Terms not otherwise defined herein shall have the meaning given such terms in the
Resolutions and the Agreement.
The Series 2024 Bond has been executed by the aforesaid officers; the certificate on the
back of the Series 2024 Bond has been executed by the City Treasurer; and the Series 2024 Bond
has been fully registered as to principal and interest in the name of the Lender on the registration
books of the City.
We further certify that the Series 2024 Bond is being issued to evidence the City's
obligation under the Agreement entered into by the City for the purpose of providing funds to pay
a portion of the cost of planning, designing and constructing improvements and extensions (the
"Project") to the Municipal Sanitary Sewer System of the City (the "System").
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 proceedings incident to the authorization of
the Series 2024 Bond or in any way concerning the validity of the Series 2024 Bond or the power
and duty of the City to appropriate and apply the Net Revenues from the operation of the System
to the full and prompt payment of the principal of and interest on the Series 2024 Bond, and that
none of the proceedings incident to the authorization and issuance of the Series 2024 Bond has
been repealed or rescinded.
We further certify that the City has no other bonds or obligations of any kind now
outstanding secured by or payable from the revenues to be derived from the operation of the
System, except for the City's outstanding Sewer Revenue Capital Loan Notes, Series 2009A, dated
January 14, 2009; Sewer Revenue Capital Loan Notes, Series 2010A, dated January 13, 2010;
Sewer Revenue Capital Loan Notes, Series 2010E, dated August 18, 2010; Sewer Revenue Capital
Loan Notes, Series 2013, dated April 19, 2013; Sewer Revenue Capital Loan Notes, Series 2013B,
dated May 20, 2013; Sewer Revenue Capital Loan Notes, Series 2019, dated March 18, 2019; and
Sewer Revenue Capital Loan Notes, Series 2023A, dated March 3, 2023.
We further certify that no board of trustees has been created for the management and
control of the System and such management and control are vested in the Council of the City.
1
We further certify that no appeal of the decision of the City Council to enter into the
Agreement and to issue the Series 2024 Bond has been taken to the district court.
We further certify that all meetings held in connection with the Series 2024 Bond 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 accessible to the public and is the place designated for the purpose of posting notices of
meetings.
We further certify as follows:
1. The total costs of the Project (the "Total Project Costs"), including engineering
fees, are currently estimated to be at least $3,536,000.
2. The net sales proceeds of the Series 2024 Bond are $2,536,000 (the "Net Sales
Proceeds"), the same being the Issue Price thereof.
3. The Net Sales Proceeds, including investment earnings thereon, will be invested by
the City without restriction as to yield for a period not to exceed three years from the date hereof
(the "Three Year Temporary Period"), the following three tests being reasonably expected to be
satisfied by the City:
a. Time Test: The City has entered into or, within six months of the date
hereof, will enter into binding contracts for the Project with third parties (e.g. engineers or
contractors);
(i) which are not subject to contingencies directly or indirectly within
the City's control;
(ii) which provide for the payment by the City to such third parties of
an amount equal to at least 5% of the Net Sales Proceeds;
b. Expenditure Test: At least 85% of Net Sales Proceeds will be applied to the
payment of Total Project Costs within the Three -Year Temporary Period; and
c. Due Diligence Test: Acquisition and construction of the Project to
completion and application of the Net Sales Proceeds to the payment of Total Project Costs
will proceed with due diligence.
6. It is anticipated that the Net Sales Proceeds will be used to finance the costs of the
Project and pay costs of issuance. The estimated completion date of the Project is October 3, 2025.
7. The Series 2024 Bond is payable from Net Revenues of the System which will be
collected in a Sinking Fund and applied to the payment of interest on the Series 2024 Bond on
each June 1 and December 1 and principal of the Series 2024 Bond on each June 1 (the 12-month
period ending on each June 1 being herein referred to as a "Bond Year"); the Sinking Fund is used
2
primarily to achieve a proper matching of revenues with principal and interest payments within
each Bond Year; the Sinking Fund will be depleted at least once each Bond Year except for a
reasonable carryover amount not to exceed the greater of (i) the earnings on the fund for the
immediately preceding Bond Year; or (ii) 1/12 of the principal and interest payments on the Series
2024 Bond for the immediately preceding Bond Year; amounts on deposit in the Sinking Fund
will be invested by the City without restriction as to yield for a period of 13 months after their date
of deposit.
8. The City Council adopted a resolution on January 3, 2024, declaring its official
intent to acquire and construct the Project and finance the same with bonds or other obligations
(the "Intent Resolution").
The City certifies that none of the costs of the Project to be paid for from the Net Sales
Proceeds are for expenditures made more than 60 days prior to the date of adoption of the Intent
Resolution, except for (i) costs of issuance of the Series 2024 Bond; (ii) costs aggregating an
amount not in excess of the lesser of $100,000 or 5% of the Net Sales Proceeds; (iii) costs for
preliminary expenditures (including architectural, engineering, surveying, soil testing, and similar
costs incurred prior to commencement of acquisition or construction of the Project, other than land
acquisition, site preparation and similar costs) not in excess of 20% of the Net Sales Proceeds of
the Series 2024 Bond; the City will allocate Net Sales Proceeds to reimbursement of such
expenditures no later than 3 years after the later of (i) the date any such expenditure was originally
paid or (ii) the date the Project is placed in service (or abandoned); and such allocations will be
made by the City in writing.
The City will seek reimbursement of prior expenditures already paid by the City from the
proceeds of the Series 2024 Bond in the amount of $ 33 7 Ti 35 , as set forth in Exhibit A, such
amounts having been expended to pay the costs of the Project, and use such amounts to reimburse
the City for those expenditures.
9. Not more than 50% of the Net Sales Proceeds will be invested in nonpurpose
investments (as defined in Section 148(f)(6)(A) of the Internal Revenue Code of 1986, as amended
(the "Code")) having a substantially guaranteed yield for four years or more (e.g., a four-year
guaranteed investment contract or a Treasury Obligation that does not mature for four years).
10. The proceeds of the Series 2024 Bond will be advanced by the Lender from time to
time to pay or reimburse the City for costs of the Project. Accordingly, the City does not expect
to invest the proceeds of the Series 2024 Bond prior to payment or reimbursement of the costs of
the Project, and therefore no arbitrage earnings are expected to be realized.
If the City does invest the proceeds of the Series 2024 Bond prior to the payment or
reimbursement of the costs of the Project, the City covenants and agrees to invest the proceeds of
the Series 2024 Bond in investments purchased at their fair market value in a manner that satisfies
the safe harbors provided by the Internal Revenue Service, Iowa law governing investments by the
City and the City's investment policy. Additionally, if the City does not spend the Net Sales
Proceeds in accordance with the time periods set forth in the next paragraph (or another applicable
rebate exception), rebate payments to the United States regarding investment proceeds may be
required to be made by the City.
3
18-Month Exception: The Series 2024 Bond will qualify for the 18-Month Exception set
forth in Section 1.148-7(d) of the United States Treasury Regulations (the "Regulations").
Accordingly, if all Net Sales Proceeds of the Series 2024 Bond, are expended at least as quickly
as 15% within 6 months from the date of issuance of the Bonds, 60% within 12 months and 100%
within 18 months, then rebate will be required only with respect to a reasonably required reserve
or replacement fund, if any. In addition, a reasonable retainage of up to five percent of the proceeds
as of the end of the 18-month period may be allocated to expenditures within 30 months of the
Dated Date.
11. The City shall make a final allocation of the proceeds of the Series 2024 Bond to
capital expenditures not later than 18 months after the in-service date of the Project and in any
event not later than five years and 60 days after the issuance of the Series 2024 Bond or not later
than 60 days after retirement of the Series 2024 Bond.
12. The weighted average maturity of the Series 2024 Bond does not exceed the
reasonably expected economic life of the Project.
13. The City intends that it will be the owner of the Project and agrees that it will not
use, or suffer or permit to be used by any natural person, firm, joint venture, association,
partnership, business trust, corporation, public body, agency or political subdivision thereof or any
other similar entity ("Person") by lease or other use agreement, the Project by any Person who is
not a "governmental person" as defined in Section 1.141-1 of the Regulations ("governmental
person" does not include the federal government), or if such Person is a not a "governmental
person" such use meets the requirements set out in Section 1.141-3 of the Regulations, Internal
Revenue Service Revenue Procedure 17-13, as amended, and Internal Revenue Service Revenue
Procedure 2001-39 (or any applicable successor procedures, rulings or regulations) or is allowable
private activity pursuant to Section 1.141 of the Regulations and Section 141 of the Code (or any
applicable successor procedures, rulings or regulations). The City agrees that it will not allow any
other user to use or occupy the Project for any purposes which would cause interest on the Series
2024 Bond to be includable in gross income under Section 103 of the Code.
14. There are no other governmental obligations of the City: (i) sold at substantially the
same time as the Series 2024 Bond, (ii) sold pursuant to the same plan of financing with the Series
2024 Bond, and (iii) reasonably expected to be paid from substantially the same source of funds
as will be used to pay the Series 2024 Bond.
15. The City has not received notice that its certifications may not be relied upon with
respect to its own issues, nor has it been advised that the Commissioner of Internal Revenue is
contemplating listing the City as a governmental unit whose certifications may not be relied upon
with respect to its issues of governmental obligations. The City will maintain detailed records of
the expenditure of the proceeds of the Series 2024 Bond and comply with its Post Issuance
Compliance Policy.
16. The City covenants and agrees to take such action to make, or cause to be made, all
calculations, transfers and payments that may be necessary to comply with the rebate requirements
contained in Section 148(f) of the Code with respect to the Series 2024 Bond, including any rebate
payments. The City agrees to consult with the appropriate auditors or rebate specialists with regard
4
to arbitrage and rebate issues and compliance, including but not limited to determination of rebate
liability.
17. On the basis of the foregoing, it is not expected that the Net Sales Proceeds will be
used in a manner that would cause the Series 2024 Bond to be an "arbitrage bond" under
Section 148 of the Code and the regulations prescribed under that section. The City has not been
notified of any listing or proposed listing of it by the Internal Revenue Service as a bond issuer
whose arbitrage certifications may not be relied upon.
18. This certification is made in compliance with the Code and the Regulations and is
delivered as part of the transcript of proceedings and accompanying certificates with respect to the
Series 2024 Bond.
19. To our best knowledge and belief, there are no facts, estimates or circumstances
which would materially change the foregoing conclusions.
5
IN WITNESS WHEREOF, we have hereunto affixed our hands as of the Dated Date.
Attest:
n £e44
City Clerk
CITY OF DUBUQUE, IOWA
[Signature Page to Closing Certificate (Series 2024 Bond)]
EXHIBIT A
EXPENDITURES REIMBURSED
UNITED STATES OF AMERICA
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SEWER REVENUE BOND, SERIES 2024
No. R-1 $2,536,000
RATE
MATURITY DATE BOND DATE
2.61% June 1, 2045 September 20, 2024
The City of Dubuque (the "City"), in Dubuque County, State of Iowa, for value received, promises to pay from the source and as hereinafter
provided, on the maturity date of this Bond to
IOWA FINANCE AUTHORITY
or registered assigns, the principal sum of
TWO MILLION FIVE HUNDRED THIRTY-SIX THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and December 1 of each year, commencing December 1, 2024,
and principal shall be due and payable in installments in the amounts shown on the Principal Payment Schedule, attached hereto as Exhibit A, on June
1, 2026, and annually thereafter on June 1 in each year until the principal and interest are fully paid, except that the final installments of the entire
balance of principal and interest, if not sooner paid, shall become due and payable on June 1, 2045. Interest shall be computed on the basis of a 360-
day year of twelve 30-day months.
The City Clerk shall act as Registrar and Paying Agent and may be hereinafter referred to as the "Registrar" or the "Paying Agent."
Payment of the principal of and interest on this Bond and premium, if any, shall be payable at the office of the Paying Agent to the registered
owners thereof appearing on the registration books of the City at the addresses shown on such registration books. All such payments, except full
redemption, shall be made to the registered owners appearing on the registration books at the close of business on the fifteenth day of the month next
preceding the payment date. Final payment of principal shall only be made upon surrender of this Bond to the Paying Agent.
This Bond is one of a series of bonds (the "Bonds") issued by the City to evidence its obligation under a certain Loan and Disbursement
Agreement, dated the date hereof (the "Agreement") entered into by the City for the purpose of providing funds to pay a portion of the cost of planning,
designing and constructing improvements and extensions (the "Project") to the Municipal Sanitary Sewer System of the City (the "System").
The Bonds are issued pursuant to and in strict compliance with the provisions of Sections 384.24A and 384.83 of the Code of Iowa, 2023,
and all other laws amendatory thereof and supplemental thereto, and in conformity with a certain master resolution, adopted on December 15, 2008,
and a certain series resolution, adopted on September 3, 2024, authorizing and approving the Agreement and providing for the issuance and securing
the payment of the Bonds (together, the "Resolutions"), and reference is hereby made to the Resolutions and the 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 Bonds shall be subject to optional redemption by the City at a price of par plus accrued interest (i) on any date with the prior written
consent of the Iowa Finance Authority, or (ii) in the event that all or substantially all of the Project is damaged or destroyed. Any optional redemption
of the Bonds by the City may be made from any funds regardless of source, in whole or from time to time in part, in inverse order of maturity upon not
less than thirty (30) days' notice of redemption by e-mail, facsimile, certified or registered mail to the Iowa Finance Authority (or any other registered
owner of the Bonds). The Bonds are also subject to mandatory redemption as set forth in Section 5 of the Agreement.
The Bonds are not general obligations of the City but, together with the City's outstanding Sewer Revenue Capital Loan Notes, Series 2009A,
dated January 14, 2009; Sewer Revenue Capital Loan Notes, Series 2010A, dated January 13, 2010; Sewer Revenue Capital Loan Notes, Series 2010E,
dated August 18, 2010; Sewer Revenue Capital Loan Notes, Series 2013, dated April 19, 2013; Sewer Revenue Capital Loan Notes, Series 2013B,
dated May 20, 2013; Sewer Revenue Capital Loan Notes, Series 2019, dated March 18, 2019; Sewer Revenue Capital Loan Notes, Series 2023A, dated
March 3, 2023; and any additional obligations as may be hereafter issued and outstanding from time to time ranking on a parity therewith under the
conditions set forth in the Resolutions, are payable solely and only out of the future Net Revenues (as defined in the Resolutions) of the System of the
City, a sufficient portion of which has been ordered set aside and pledged for that purpose. This Bond is not payable in any manner by taxation, and
under no circumstances shall the City be in any manner liable by reason of the failure of the said Net Revenues to be sufficient for the payment of this
Bond and the interest thereon.
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, Recited and Declared that all acts, conditions and things required to exist, happen and be performed precedent to
and in the issuance of the Bonds have existed, have happened and have been performed in due time, form and manner, as required by law, and that the
issuance of the Bonds does not exceed or violate any constitutional or statutory limitation or provision.
IN TESTIMONY WHEREOF, the City of Dubuque, Iowa, has caused this Bond to be executed by its Mayor and attested by its City Clerk,
all as of the Bond Date.
Attest:
0/Le/A/".e,
City Clerk
4124 re/A/a/b11.1
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
CITY OF DUBU
SS: CITY TREASURER'S CERTIFICATE
The original issuance of the Bonds, of which this Bond is a part, was duly and properly record my office as of the Bond Date.
Treasur
ABBREVIATIONS
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 as tenants in common
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of
survivorship and not as tenants in
common
UTMA
As Custodian for
(Custodian)
(Minor)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this Bond to
(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:
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.
Due
June 1
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Amount
Due
June 1
Amount
2026 $ 97,000 2036 $127,000
2027 $ 98,000 2037 $131,000
2028 $101,000 2038 $134,000
2029 $104,000 2039 $138,000
2030 $107,000 2040 $142,000
2031 $110,000 2041 $146,000
2032 $113,000 2042 $150,000
2033 $117,000 2043 $155,000
2034 $120,000 2044 $159,000
2035 $123,000 2045 $164,000
Loan summa
ry
Estimated Amortization Schedule
City of Dubuque
Sewer Revenue Bond
CS-1921049-01
Loan Closing Date
Final Disbursement Date
Final Maturity Date
Loan Period in Years
Total Loaned Amount
0.5% Initiation Fee
Net Proceeds to Borrower
Annual Interest Rate
Total Interest
Servicing Fee Rate
Total Servicing Fees
Total Loan Costs
Sep 20, 2024
Jan 2,2026
Jun 1, 2045
20
$ 2,536,000.00
12,680.00
$ 2,523,320.00
2.61%
$ 767,900.16
0.25%
$ 73,553.66
$ 854,133.82
Initiation Fee -
P & D Payoff -
Estimated Drow # 1-
Estimated Draw#2-
Estimated Draw #3-
Estimated Draw #4-
Estimated Drow #5-
Estimated Draw #6-
Estimated Drow #7-
Estimated Draw #8-
Estimated Drow #9-
Estimated Draw # 10-
Held for Final Docs -
Estimated Draw Schedule
Sep 20, 2024
Sep 20, 2024
Sep 20, 2024
Nov 8, 2024
Dec 27, 2024
Feb 14. 2025
Apr 4, 2025
May 23, 2025
Jul 11, 2025
Aug 29, 2025
Oct 17, 2025
Dec 5, 2025
Jon 2, 2026
Total Loaned Amount
12,680.00
312,903.02
220,541.70
220,541.70
220,541.70
220,541.70
220,541.70
220,541.70
220,541.70
220,541.70
220,541.70
220,541.70
5,000.00
2,536,000.00
SRF
STATE
REVOLVING FUND
Payment Beginning
Date Balance
Principal
Interest
Servicing
Fee
Total Loan Total Annual Debt Ending
Payment Service Balance
Dec 1, 2024
Jun 1, 2025
Dec 1, 2025
Jun 1, 2026
Dec 1, 2026
Jun 1, 2027
Dec 1, 2027
Jun 1, 2028
Dec 1, 2028
Jun 1, 2029
Dec 1, 2029
Jun 1, 2030
Dec 1, 2030
Jun 1, 2031
Dec 1, 2031
Jun 1,2032
Dec 1, 2032
Jun 1, 2033
Dec 1, 2033
Jun 1, 2034
Dec 1, 2034
Jun 1, 2035
Dec 1, 2035
Jun 1, 2036
Dec 1, 2036
Jun 1, 2037
Dec 1, 2037
Jun 1, 2038
Dec 1, 2038
Jun 1,2039
Dec 1, 2039
Jun 1, 2040
Dec 1,2040
Jun 1, 2041
Dec 1, 2041
Jun 1, 2042
Dec 1, 2042
Jun 1,2043
Dec 1, 2043
Jun 1,2044
Dec 1, 2044
Jun 1, 2045
546,124.72
1,428,291.51
2,310,458.30
2,536,000.00
2,439,000.00
2,439,000.00
2,341,000.00
2,341,000.00
2,240,000.00
2,240,000.00
2,136,000.00
2,136, 000.00
2,029,000.00
2,029,000.00
1,919,000.00
1,919,000.00
1,806,000.00
1,806,000.00
1,689,000.00
1,689,000.00
1,569,000.00
1, 569, 000.00
1,446,000.00
1,446, 000.00
1,319,000.00
1,319, 000.00
1,188,000.00
1,188, 000.00
1,054,000.00
1,054,000.00
916,000.00
916,000.00
774,000.00
774,000.00
628,000.00
628,000.00
478,000.00
478,000.00
323,000.00
323,000.00
164,000.00
164,000.00
97,000.00
98,000.00
101,000.00
104,000.00
107,000.00
110,000.00
113,000.00
117,000.00
120,000.00
123,000.00
127,000.00
131,000.00
134,000.00
138,000.00
142,000.00
146,000.00
150,000.00
155,000.00
159,000.00
164,000.00
2,811.18
15,457.34
26,058.23
33,019.61
31,828.95
31,828.95
30,550.05
30,550.05
29,232.00
29,232.00
27,874.80
27,874,80
26,478.45
26,478.45
25,042.95
25,042.95
23,568.30
23,568.30
22, 041.45
22,041.45
20,475.45
20,475.45
18,870.30
18,870.30
17,212.95
17,212.95
15,503.40
15,503.40
13,754.70
13,754.70
11,953.80
11, 953.80
10,100.70
10,100.70
8,195.40
8,195.40
6,237.90
6,237.90
4,215.15
4,215.15
2,140.20
2,140.20
269.27
1,480.59
2,496.00
3,162.80
3,048.75
3,048.75
2,926.25
2,926.25
2,800.00
2,800.00
2,670.00
2,670.00
2,536.25
2,536.25
2,398.75
2,398.75
2,257.50
2,257.50
2,111.25
2,111.25
1,961.25
1,961.25
1,807.50
1,807.50
1,648.75
1,648.75
1,485.00
1,485.00
1,317.50
1,317.50
1,145.00
1,145.00
967.50
967.50
785.00
785.00
597.50
597.50
403.75
403.75
205.00
205.00
3,080.45
16,937.93
28,554.23
133,182.41
34,877.70
132,877.70
33,476.30
134,476.30
32,032.00
136,032.00
30,544.80
137,544.80
29,014.70
139,014.70
27,441,70
140,441.70
25,825.80
142,825.80
24,152.70
144,152.70
22,436.70
145,436.70
20,677.80
147,677.80
18, 861.70
149,861.70
16,988.40
150,988.40
15,072.20
153,072.20
13,098.80
155,098.80
11,068.20
157,068.20
8,980.40
158,980.40
6,835.40
161,835.40
4,618.90
163,618.90
2,345.20
166,345.20
20,018.38
161,736.64
167,755.40
167,952.60
168,064.00
168,089.60
168,029.40
167,883.40
168,651.60
168,305.40
167,873.40
168,355.60
168,723.40
167,976.80
168,144.40
168,197, 60
168,136.40
167,960.80
168,670.80
168,237.80
168,690.40
546,124.72
1,428,291.51
2,310,458.30
2,439,000.00
2,439,000.00
2,341,000.00
2,341,000.00
2,240,000.00
2,240,000.00
2,136,000.00
2,136,000.00
2,029,000.00
2,029,000.00
1,919,000.00
1,919,000.00
1,806,000.00
1,806,000.00
1,689,000.00
1,689,000.00
1,569,000.00
1,569,000.00
1,446,000.00
1,446, 000.00
1,319, 000.00
1,319,000.00
1,188,000.00
1,188,000.00
1,054,000.00
1,054,000.00
916,000.00
916,000.00
774,000.00
774,000.00
628,000.00
628,000.00
478,000.00
478,000.00
323,000.00
323,000.00
164,000.00
164,000.00
0.00
As of 8/26/2024
INVESTING IN IOWA'S WATER
www.iowasrf.com
801 Grand Avenue | Suite 4100 | Des Moines, IA | 50309-2790 | T 515.283.1000 | dorsey.com
INDEX OF BOND TRANSCRIPT
$2,536,000 Sewer Revenue Bond, Series 2024
Closing Date: September 20, 2024
City of Dubuque, Iowa
1. SRF Construction Loan Application
2. Set Date Resolution (January 3, 2024), Affidavit of Publication
3. Hearing Resolution (January 16, 2024)
4. Issuance Resolution (September 3, 2024)
5. Waiver and Consent
6. Closing Certificate
7. Loan and Disbursement Agreement
8. Specimen Bond
9. 8038-G
10. Bond Counsel Opinion
9/13/22
Iowa Finance Authority, 1963 Bell Ave, Suite 200, Des Moines, IA 50315
Construction Loan Application
Applicant Information
Applicant:
Tax ID Number:
Contact Person and Title:
Street Address: State:
City: Zip Code:
Telephone Number: County:
E-Mail:
Project Information
Clean Water SRF NPDES Number:
Drinking Water SRF PWSID Number:
Please write a brief description of the proposed project:
Have construction contracts been awarded? Yes No
If Yes, provide the actual contract dates. If No, provide the expected dates:
Construction Start Date:
Substantial Completion Date:
Final Completion Date:
Funding Information
Yes
Yes
Tax Exempt Taxable Combination
No
No
Does this project have other funding? Check all that apply:
CDBG USDA-RD WTFAP
Are you interested in an extended term loan (up to 30 years)?
If yes, has the extended term worksheet been submitted to DNR?
Date submitted or expected date of submission:
Type of Debt Requested:
Revenue G.O Combination
City of Dubuque
42-600-4596
Jenny Larson, Director of Finance
50 W. 13th St.IA
Dubuque 52001
563-589-4322 DBQ
jlarson@cityofdubuque.org
4 3126001
The project provides for extending gravity sewer across highway 151/61 in two separate locations. The Tamarac location will provide
the opportunity for the owner to eliminate existing septic systems. The Twin Ridge location will connect the City owned collection
system and allow the City to decommission and exiting two cell lagoon. Modifications to the existing Granger Creek lift station will increase the firm capacity of the lift
station tobetter serve the sewer shed.
4
July 10, 2024
October 31, 2025
December 19, 2025
4
4
06/19/2024
4
9/2/22
Iowa Finance Authority, 1963 Bell Ave, Suite 200, Des Moines, IA 50315
Project Cost Breakdown
Administrative, Financial & Legal expenses $
Planning & Design expenses $
Engineering construction expenses $
Construction $
Equipment $
$
$
$
$
Contingency $
Total Project Cost $
Minus Funds from other sources $
SRF Loan Subtotal $
1/2% loan origination fee (.005 x SRF amount) $
Total SRF Loan (round to nearest $1,000) $
Sources of Funds
Total SRF Loan $
$
$
$
Total Source of Funds $
The application must include the following documentation with the completed application.
A pro-forma prepared by a registered Municipal Advisor showing detail of the revenues, expenses,
outstanding debt and debt coverage ratios for the system. At a minimum, the pro-forma should show
financial information based on actuals for the past two-years, the current year and projections for the next
two years.
Documentation that demonstrates the appropriate action has been taken to implement the utility rate
recommendation of the Municipal Advisor set forth in the 5-year pro-forma cash flow analysis.
The undersigned is duly authorized to request this loan on behalf of the Borrower. The Borrower declares
under penalty of law that all facts given, and information attached are true and correct. The Borrower
authorizes IFA to verify all information.
Authorized Signature Date
Typed Name and Title
Submit Completed Application and Pro-Forma to SRF Program Staff at:
waterquality@iowafinance.com
515 452-0400
10,000
332,928.02
369,000
2,521,295.20
other expenses
other expenses
other expenses
other expenses
290,029.52
3,523,252.74
1,000,000
2,523,252.74
12,616.26
2,536,000
2,536,000
EPA Community Grant 1,000,000
other funding sources
other funding sources
3,536,000
n
n
June 18, 2024
Michael C. Van Milligen, City Manager
Dubuque/ 430411-9/1s"/z - Sewer Rev
MINUTES TO SET DATE FOR HEARING
ON ENTERING INTO A LOAN AND
DISBURSEMENT AGREEMENT
430411-9 (N/I)
Dubuque, Iowa
January 3, 2024
The City Council of the City of Dubuque, Iowa, met on January 3, 2024, at 6:30 p.m., at
the Historic Federal Building, 350 W. 6th St, Second Floor Council Chambers, Dubuque, Iowa.
The Mayor presided and the roll was called showing the following members of the Council
present and absent:
Present: Mayor Cavanagh; Council Members Farber, Jones, Resnick, Roussell, Sprank,
Wethal.
Absent: None.
Council Member Roussell introduced the resolution hereinafter next set out and moved its
adoption, seconded by Council Member Wethal; and after due consideration thereof by the
Council, the Mayor put the question upon the adoption of the said resolution and the roll being
called, the following named Council Members voted:
Ayes: Jones, Cavanagh, Farber, Wethal, Roussell, Sprank, Resnick
Nays: None.
Whereupon, the Mayor declared the resolution duly adopted as follows:
1-
DORSEY & WHITNEY LLP, ATTORNEYS, DUBUQUE, IOWA
Dubuque/ 430411-9/1s"/z - Sewer Rev
RESOLUTION NO.4-24
Resolution to fix a date for a public hearing on proposal to enter into a Sewer
Revenue Loan and Disbursement Agreement and to borrow money thereunder in a
principal amount not to exceed $3,200,000
WHEREAS, the City of Dubuque (the "City"), in Dubuque County, State of Iowa, did
heretofore establish a Municipal Sanitary Sewer System (the "Utility") in and for the City which
has continuously supplied sanitary sewer service in and to the City and its inhabitants since its
establishment; and
WHEREAS, the management and control of the Utility are vested in the City Council (the
Council") and no board of trustees exists for this purpose; and
WHEREAS, pursuant to prior resolutions of the Council, the City has heretofore issued
sewer revenue bonds or notes as set forth on attached outstanding debt certificate, and a portion of
such prior sewer revenue debt remains outstanding (the "Outstanding Indebtedness"); and
WHEREAS, pursuant to the resolutions relating to and authorizing the Outstanding
Indebtedness (the "Outstanding Bond Resolutions") the City reserved the right to issue additional
obligations payable from the net revenues of the Utility and ranking on a parity with the
Outstanding Indebtedness under the terms and conditions set forth in the Outstanding Bond
Resolutions; and
WHEREAS, the City now proposes to enter into a Sewer Revenue Loan and Disbursement
Agreement (the "Agreement") and to borrow money thereunder in a principal amount not to exceed
3,200,000, pursuant to the provisions of Section 384.24A of the Code of Iowa, for the purpose of
paying the cost, to that extent, of planning, designing and constructing improvements and
extensions to the Utility (the "Project"), and it is necessary to fix a date of meeting of the Council
at which it is proposed to take action to enter into the Agreement and to give notice thereof as
required by such law;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa,
as follows:
Section 1. This City Council shall meet on January 16, 2024, at 6:30 p.m., at the
Historic Federal Building, 350 W. 6th St, Second Floor Council Chambers, at which time and place
a hearing will be held and proceedings will be instituted and action taken to enter into the
Agreement.
Section 2. The City Clerk is hereby directed to give notice of the proposed action on
the Agreement setting forth the amount and purpose thereof, the time when and place where the
said meeting will be held, by publication at least once, not less than four (4) and not more than
twenty (20) days before the meeting, in a legal newspaper which has a general circulation in the
City. The notice shall be in substantially the following form:
2-
DORSEY & WHITNEY LLP, ATTORNEYS, DUBUQUE, IOWA
Dubuque/ 430411-9/1s"/z - Sewer Rev
NOTICE OF PROPOSED ACTION TO INSTITUTE
PROCEEDINGS TO ENTER INTO A LOAN AND DISBURSEMENT AGREEMENT
IN A PRINCIPAL AMOUNT NOT TO EXCEED $3,200,000
SEWER REVENUE)
The City Council of the City of Dubuque, Iowa, will meet on January 16, 2024, at 6:30
p.m., at the Historic Federal Building, 350 W. 6th St, Second Floor Council Chambers, for the
purpose of instituting proceedings and taking action to enter into a loan and disbursement
agreement (the "Agreement") and to borrow money thereunder in a principal amount not to exceed
3,200,000 for the purpose of paying the cost, to that extent, of planning, designing and
constructing improvements and extensions to the Municipal Sanitary Sewer System (the "Utility")
of the City.
The Agreement will not constitute a general obligation of the City, nor will it be payable
in any manner by taxation but, together with the City's outstanding Sewer Revenue Indebtedness
and any additional obligations of the City as may be hereafter issued and outstanding from time to
time ranking on a parity therewith, will be payable solely and only from the Net Revenues of the
Utility.
At that time and place, oral or written objections may be filed or made to the proposal to
enter into the Agreement. After receiving objections, the City may determine to enter into the
Agreement, in which case, the decision will be final unless appealed to the District Court within
fifteen (15) days thereafter.
By order of the City Council of the City of Dubuque, Iowa.
Adrienne Breitfelder
City Clerk
3-
DORSEY & WHITNEY LLP, ATTORNEYS, DUBUQUE, IOWA
Dubuque/ 430411-9/ I" % - sewer Rev
Section 3. Pursuant to Section 1.150-2 of the Income Tax Regulations (the
Regulations") of the Internal Revenue Service, the City declares (a) that it intends to undertake
the Project which is reasonably estimated to cost approximately $3,200,000, (b) that other than (i)
expenditures to be paid or reimbursed from sources other than the issuance of bonds, notes or other
obligations (the "Bonds"), or (ii) expenditures made not earlier than 60 days prior to the date of
this Resolution or a previous intent resolution of the City, or (ill) expenditures amounting to the
lesser of $100,000 or 5% of the proceeds of the Bonds, or (iv) expenditures constituting
preliminary expenditures as defined in Section 1. 1 50-2(f)(2) of the Regulations, no expenditures
for the Project have heretofore been made by the City and no expenditures will be made by the
City until after the date of this Resolution or a prior intent resolution of the City, and (c) that the
City reasonably expects to reimburse the expenditures made for costs of the City out of the
proceeds of the Bonds. This declaration is a declaration of official intent adopted pursuant to
Section 1.150-2 of the Regulations.
Section 4. All resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
Section 5. This resolution shall be in full force and effect immediately upon its
adoption and approval, as provided by law.
Passed and approved January 3, 2024.
Attest:
Mayor
City Clerk
On motion and vote, the meeting adjourned.
ivlayor
Attest:
City Clerk
4-
DORSEY & WHITNEY LLP, ATTORNEYS, DUBUQUE, IOWA
Dubuque/ 430411-911" /z - Sewer Rev ATTESTATION CERTIFICATE:
STATE OF
IOWA COUNTY OF
DUBUQUE SS: CITY OF
DUBUQUE I, the
undersigned, City Clerk of the City of Dubuque, Iowa, do hereby certify that attached hereto is
a true and correct copy of the proceedings of the City Council relating to fixing a date for hearing on
the City Council's proposal to take action in connection with a Sewer Revenue Loan and Disbursement
Agreement. WITNESS MY
HAND this r ` day
of
3o,0+Ua(,y , 2024. City Clerk
5- DORSEY &
WHITNEY
LLP, ATTORNEYS, DUBUQUE, IOWA
Dubuque/ 430411-9/1s"/z - Sewer Rev
ORGANIZATION AND ESTABLISHMENT CERTIFICATE:
STATE OF IOWA
COUNTY OF DUBUQUE SS:
CITY OF DUBUQUE
I, the undersigned City Clerk, do hereby certify that the aforementioned City is organized
and operating under the provisions of Title IX of the Code of Iowa and not under any special
charter and that such City is operating under the Council -manager -ward form of government and
that there is not pending or threatened any question or litigation whatsoever touching the
incorporation of the City, the inclusion of any territory within its limits or the incumbency in office
of any of the officials hereinafter named.
And I do further certify that the following named parties are officials of the City as
indicated:
Brad Cavanagh, Mayor
Michael Van Milligen, City Manager
Jennifer Larson, Chief Financial Officer
Adrienne Breitfelder, City Clerk
Jennifer Larson, City Treasurer
Ric Jones, Council Member/Mayor Pro Tern
David Resnick, Council Member
Susan Farber, Council Member
Laura Roussell, Council Member
Danny Sprank, Council Member
Katy Wethal, Council Member
And I do further certify that the City has provided for the office of Treasurer, and the
Council has selected the Treasurer.
I further certify that the City established the Municipal Sanitary Sewer System (the
Utility") and that the Utility has been in continuous operation by the City since its establishment
as aforesaid in supplying sanitary sewer service to the City and its inhabitants.
6-
DORSEY & WHITNEY LLP, ATTORNEYS, DUBUQUE, IOWA
Dubuque/ 430411-91151 '/2 - Sewer Rev
I further certify that the management and control of the Utility are vested in the City
Council of the City, and that no board of trustees exists which has any part of the control and
management of such Utility.
WITNESS MY HAND this day of J- MUCX/'y , 2024.
A-Z-6,&
City Clerk
7-
DORSEY & WHITNEY LLP, ATTORNEYS, DUBUQUE, IOWA
Dubuque/ 430411-9/1s"/z - Sewer Rev
OUTSTANDING DEBT CERTIFICATE:
STATE OF IOWA
COUNTY OF DUBUQUE SS:
CITY OF DUBUQUE
I, the undersigned, City Clerk of the City of Dubuque, Iowa (the "City"), do hereby certify
that the City has no bonds or other obligations of any kind now outstanding which are secured by
and payable from the revenues derived from the operation of the Municipal Sanitary Sewer System
the "Utility"), except as follows:
Date Tyne
Principal Amount
Outstanding Maturity
Attach here a separate sheet listing any outstanding obligations of the City
secured by and payable from the revenues of the Utility, excluding the
proposed issue.)
WITNESS MY HAND this day of 52024.
City Clerk
8-
DORSEY & WHITNEY LLP, ATTORNEYS, DUBUQUE, IOWA
From:Tionna Pooler
To:Hammond, Emily
Cc:Grossklaus, David
Subject:RE: Touching base re: Dubuque outstanding debt
Date:Tuesday, December 19, 2023 12:59:53 PM
Attachments:image001.png
City of Dubuque Series 2023A Appendix A Post Sale Clean 20230720.docx
EXTERNAL FROM OUTSIDE DORSEY. BE CAUTIOUS OF LINKS AND ATTACHMENTS.
Hello—
This is from the 2023 OS. You can find it on page 8 of the attached is you would prefer a digital copy. To
my knowledge, there have been no additional SRF loans. Thanks.
Date
of Issue
Original
Amount
Purpose
Final
Maturity
Principal
Outstanding
As of 07/01/23
01/09 $1,847,000 Sewer & Storm
Improvements
06/28 $573,000
01/10 $912,000 Sewer Improvements (SRF) 06/30 387,000
08/10 74,285,000 Sewer Improvements (SRF) 06/29 50,195,000
04/13 3,048,000 Sewer Improvements (SRF) 06/33 1,675,000
05/13 3,058,000 Sewer Improvements (SRF) 06/31 1,515,000
03/19 2,763,000 Sewer Improvements (SRF) 06/38 2,171,000
06/23 1,950,000 Sewer Improvements (SRF) 06/43 1,950,000
Total $58,466,000
From: hammond.emily@dorsey.com <hammond.emily@dorsey.com>
Sent: Tuesday, December 19, 2023 11:31 AM
To: tionna@ipamuni.com
Cc: Grossklaus.David@dorsey.com
Subject: Touching base re: Dubuque outstanding debt
Hi Tionna,
I hope your week is going well! We are working on the materials for the City of Dubuque’s ~$3.2M SRF
Loan. When you have a moment, could you please send us a list of the City’s outstanding Sewer
Revenue Debt? We just want to make sure to review the covenants as we proceed toward issuance.
Thanks!
Emily C. Hammond
Senior Attorney
(She/Her/Hers)
Dubuque/ 430411-9/1"'h - Sewer Rev
PUBLICATION CERTIFICATE:
STATE OF IOWA
COUNTY OF DUBUQUE SS:
CITY OF DUBUQUE
I, the undersigned, City Clerk of the City of Dubuque, Iowa, do hereby certify that pursuant
to the resolution of its City Council fixing a date of meeting at which it is proposed to take action
to enter into a loan and disbursement agreement, the notice, of which the printed slip attached to
the publisher's affidavit hereto attached is a true and complete copy, was published on the date
and in the newspaper specified in such affidavit, which newspaper has a general circulation in the
City.
WITNESS MY HAND this day of 7m(jary , 2024.
A" A44&
City Clerk
Attach here the publisher's original affidavit with clipping of the notice, as published.)
9-
DORSEY & WHITNEY LLY, ATTORNEYS, DUBUQUE, IOWA
STATE OF IOWA SS:
DUBUQUE COUNTY
CERTIFICATE OF PUBLICATION
I, Kathy Goetzinger, a Billing Clerk for Woodward
Communications, Inc., an Iowa corporation, publisher
of the Telegraph Herald, a newspaper of general
circulation published in the City of Dubuque, County
of Dubuque and State of Iowa; hereby certify that the
attached notice was published in said newspaper on the
following dates:
01/05/2024
and for which the charge is 29.26
Sub cribed to be re me, a Notary Public i and for
Dubuque County, Iowa,
this 5th day of January, 2024
No*yblic in and for Dub que County, Iowa.
L-0
JANET K. PAPE
Y Commission um4er 199859
My Commission expires
12111112025
LB-OK-11 Days
Ad text : NOTICE OF PROPOSED ACTION TO INSTITUTE
PROCEEDINGS TO ENTER INTO A LOAN AND DISBURSEMENT AGREEMENTINAPRINCIPALAMOUNTNOTTOEXCEED $3,200,000SEWERREVENUE)
The City Council of the City of Dubuque, Iowa, will meet on
January 16, 2024, at 6:30 p.m., at the Historic Federal
Building, 350 W. 6th St, Second Floor Council Chambers, for
the purpose of instituting proceedings and taking action to
enter into a loan and disbursement agreement (the "Agreement")
and to borrow money thereunder in a principal amount not to
exceed $3,200,000 for the purpose of paying the cost, to that
extent, of planning, designing and constructing improvements
and extensions to the Municipal Sanitary Sewer System (the
Utility") of the City.
The Agreement will not constitute a general obligation of
the City, nor will it be payable in any manner by taxation
but, together with the City's outstanding Sewer Revenue
Indebtedness and any additional obligations of the City as maybehereafterissuedandoutstandingfromtimetotimeranking
on a parity therewith, will be payable solely and only from
the Net Revenues of the Utility.
At that time and place, oral or written objections may befiledormadetotheproposaltoenterintotheAgreement.
After receiving objections, the City may determine to enter
into the Agreement, in which case, the decision will be final
unless appealed to the District Court within fifteen (15) daysthereafter.
By order of the City Council of the City of Dubuque, Iowa. Adrienne Breitfelder
City Clerk
It 115
Dubuque /430411-9// 2nd ½ Hrg Only Sewer Rev.
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Hearing – Sewer Revenue)
430411-9
Dubuque, Iowa
January 16, 2024
The City Council of the City of Dubuque, Iowa, met on January 16, 2024, at 6:30 p.m., at
the Historic Federal Building, 350 W. 6th St, Second Floor Council Chambers, Dubuque, Iowa.
The meeting was called to order by the Mayor, and the roll was called showing the following
members of the Council present and absent:
Present: Mayor Brad Cavanagh; Council Members Susan Farber, Ric Jones, David
Resnick, Laura Roussell, Danny Sprank, and Katy Wethal.
Absent: None.
This being the time and place specified for holding the public hearing and taking action on
the proposal to enter into a Sewer Revenue Loan and Disbursement Agreement, the City Clerk
announced that no written objections had been placed on file. Whereupon, the Mayor called for
any written or oral objections, and there being none, the Mayor declared the public hearing closed.
After due consideration and discussion, Council Member Roussell 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: Roussell, Jones, Sprank, Resnick, Farber, Wethal, Cavanagh.
Nays: None.
Whereupon, the Mayor declared the resolution duly adopted, as follows:
Dubuque / 430411-9 / 2nd ½ Hrg Only Sewer Rev.
2-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
RESOLUTION NO. 15-24
Resolution taking additional action on proposal to enter into a Sewer Revenue Loan
and Disbursement Agreement
WHEREAS, the City of Dubuque (the “City”), in Dubuque County, State of Iowa, did
heretofore establish a Municipal Sanitary Sewer System (the “Utility”) in and for the City which
has continuously supplied sanitary sewer service in and to the City and its inhabitants since its
establishment; and
WHEREAS, the management and control of the Utility are vested in the City Council (the
Council”) and no board of trustees exists for this purpose; and
WHEREAS, pursuant to prior resolutions of the Council, the City has heretofore issued
sewer revenue bonds or notes as set forth in prior proceedings of the Council, and a portion of such
prior sewer revenue debt remains outstanding (the “Outstanding Indebtedness”); and
WHEREAS, pursuant to the resolutions relating to and authorizing the Outstanding
Indebtedness (the “Outstanding Bond Resolutions”) the City reserved the right to issue additional
obligations payable from the net revenues of the Utility and ranking on a parity with the
Outstanding Indebtedness under the terms and conditions set forth in the Outstanding Bond
Resolutions; and
WHEREAS, the City has heretofore proposed to contract indebtedness and enter into a
certain Sewer Revenue Loan and Disbursement Agreement (the “Agreement”) and to borrow
money thereunder in a principal amount not to exceed $3,200,000, pursuant to the provisions of
Section 384.24A of the Code of Iowa, for the purpose of paying the cost, to that extent, of planning,
designing and constructing improvements and extensions to the Utility, and has published notice
of the proposed action and has held a hearing thereon on January 16, 2024;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa,
as follows:
Section 1. The City Council hereby determines to enter into the Agreement in the
future and orders that Sewer Revenue Bonds be issued at such time in evidence thereof. The City
Council further declares that this resolution constitutes the “additional action” required by
Section 384.24A of the Code of Iowa.
Section 2. All resolutions or parts thereof in conflict herewith are hereby repealed, to
the extent of such conflict.
Dubuque / 430411-912nd'/2 Hrg Only Sewer Rev. Section 3. This resolution
shall be in full force and effect immediately upon its adoption and approval, as
provided by law. Passed and approved January
16, 2024, Attest: City Clerk On
motion
and vote,
the meeting adjourned. Attest: City Clerk a
or
3- DORSEY &
WHITNEY LLP,
ATTORNEYS,
DES MOINES, IOWA
Dubuque / 430411-9 / 2nd %: Hrg Only Sewer Rev,
ATTESTATION CERTIFICATE:
STATE OF IOWA
DUBUQUE COUNTY SS:
CITY OF DUBUQUE
1, the undersigned, City Clerk of the City of Dubuque, do hereby certify that attached hereto
is a true and correct copy of the proceedings of the City Council relating to the hearing on the City
Council's intention to enter into a Sewer Revenue Loan and Disbursement Agreement in a
principal amount not to exceed $3,200,000.
C
n
WITNESS MY HAND this LE day of J-' ' y , 2024,
City Clerk
4-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-9 / Waiver & Consent
WAIVER AND CONSENT
I, the undersigned, on behalf of the Iowa Finance Authority, an agency and public
instrumentality of the State of Iowa (“IFA”), do hereby certify, as follows:
1. IFA is the sole owner and holder of the sewer revenue bonds or notes set forth on
Exhibit A hereto (collectively, the “Outstanding Notes”), which were issued by the City of
Dubuque, Iowa (the “City”), pursuant to certain resolutions adopted by the City Council (the
“Outstanding Note Resolutions”).
2. The City has proposed to issue to IFA its $2,536,000 Sewer Revenue Bond, Series
2024, dated as of the date of its delivery (the “Series 2024 Bond”) secured by the same source as,
and ranking on a parity with, the Outstanding Notes.
3. With respect to the issuance of the Series 2024 Bond, IFA hereby (a) waives any
and all provisions of the Outstanding Note Resolutions with respect to certain requirements and
conditions that must be met prior to the issuance of additional sewer revenue obligations ranking
on a parity with the Outstanding Notes; and (b) consents to the issuance of the Series 2024 Bond
as an obligation payable from the same source as, and ranking on a par with, the Outstanding
Notes.
IN WITNESS WHEREOF, I have caused this Waiver and Consent to be executed as of
August 26, 2024.
IOWA FINANCE AUTHORITY
By: _________________________________
Its: Chief Bond Programs Director
2
EXHIBIT A
CITY OF DUBUQUE, IOWA
OUTSTANDING SEWER REVENUE INDEBTEDNESS
• Sewer Revenue Capital Loan Notes, Series 2009A, dated January 14, 2009
• Sewer Revenue Capital Loan Notes, Series 2010A, dated January 13, 2010
• Sewer Revenue Capital Loan Notes, Series 2010E, dated August 18, 2010
• Sewer Revenue Capital Loan Notes, Series 2013, dated April 19, 2013
• Sewer Revenue Capital Loan Notes, Series 2013B, dated May 20, 2013
• Sewer Revenue Capital Loan Notes, Series 2019, dated March 18, 2019
• Sewer Revenue Capital Loan Notes, Series 2023A, dated March 3, 2023
Chief Bond Programs Director
2
Loan Closing Date Sep 20, 2024 Initiation Fee - Sep 20, 2024 12,680.00
Final Disbursement Date Jan 2, 2026 P & D Payoff - Sep 20, 2024 312,903.02
Final Maturity Date Jun 1, 2045 Estimated Draw #1- Sep 20, 2024 220,541.70
Loan Period in Years 20 Estimated Draw #2- Nov 8, 2024 220,541.70
Total Loaned Amount 2,536,000.00$ Estimated Draw #3- Dec 27, 2024 220,541.70
0.5% Initiation Fee 12,680.00 Estimated Draw #4- Feb 14, 2025 220,541.70
Net Proceeds to Borrower 2,523,320.00$ Estimated Draw #5- Apr 4, 2025 220,541.70
Annual Interest Rate 2.61%Estimated Draw #6- May 23, 2025 220,541.70
Total Interest 767,900.16$ Estimated Draw #7- Jul 11, 2025 220,541.70
Servicing Fee Rate 0.25%Estimated Draw #8- Aug 29, 2025 220,541.70
Total Servicing Fees 73,553.66$ Estimated Draw #9- Oct 17, 2025 220,541.70
Total Loan Costs 854,133.82$ Estimated Draw #10- Dec 5, 2025 220,541.70
Held for Final Docs - Jan 2, 2026 5,000.00
Total Loaned Amount 2,536,000.00
Payment
Date
Beginning
Balance Principal Interest
Servicing
Fee
Total Loan
Payment
Total Annual Debt
Service
Ending
Balance
Dec 1, 2024 546,124.72 2,811.18 269.27 3,080.45 546,124.72
Jun 1, 2025 1,428,291.51 15,457.34 1,480.59 16,937.93 20,018.38 1,428,291.51
Dec 1, 2025 2,310,458.30 26,058.23 2,496.00 28,554.23 2,310,458.30
Jun 1, 2026 2,536,000.00 97,000.00 33,019.61 3,162.80 133,182.41 161,736.64 2,439,000.00
Dec 1, 2026 2,439,000.00 31,828.95 3,048.75 34,877.70 2,439,000.00
Jun 1, 2027 2,439,000.00 98,000.00 31,828.95 3,048.75 132,877.70 167,755.40 2,341,000.00
Dec 1, 2027 2,341,000.00 30,550.05 2,926.25 33,476.30 2,341,000.00
Jun 1, 2028 2,341,000.00 101,000.00 30,550.05 2,926.25 134,476.30 167,952.60 2,240,000.00
Dec 1, 2028 2,240,000.00 29,232.00 2,800.00 32,032.00 2,240,000.00
Jun 1, 2029 2,240,000.00 104,000.00 29,232.00 2,800.00 136,032.00 168,064.00 2,136,000.00
Dec 1, 2029 2,136,000.00 27,874.80 2,670.00 30,544.80 2,136,000.00
Jun 1, 2030 2,136,000.00 107,000.00 27,874.80 2,670.00 137,544.80 168,089.60 2,029,000.00
Dec 1, 2030 2,029,000.00 26,478.45 2,536.25 29,014.70 2,029,000.00
Jun 1, 2031 2,029,000.00 110,000.00 26,478.45 2,536.25 139,014.70 168,029.40 1,919,000.00
Dec 1, 2031 1,919,000.00 25,042.95 2,398.75 27,441.70 1,919,000.00
Jun 1, 2032 1,919,000.00 113,000.00 25,042.95 2,398.75 140,441.70 167,883.40 1,806,000.00
Dec 1, 2032 1,806,000.00 23,568.30 2,257.50 25,825.80 1,806,000.00
Jun 1, 2033 1,806,000.00 117,000.00 23,568.30 2,257.50 142,825.80 168,651.60 1,689,000.00
Dec 1, 2033 1,689,000.00 22,041.45 2,111.25 24,152.70 1,689,000.00
Jun 1, 2034 1,689,000.00 120,000.00 22,041.45 2,111.25 144,152.70 168,305.40 1,569,000.00
Dec 1, 2034 1,569,000.00 20,475.45 1,961.25 22,436.70 1,569,000.00
Jun 1, 2035 1,569,000.00 123,000.00 20,475.45 1,961.25 145,436.70 167,873.40 1,446,000.00
Dec 1, 2035 1,446,000.00 18,870.30 1,807.50 20,677.80 1,446,000.00
Jun 1, 2036 1,446,000.00 127,000.00 18,870.30 1,807.50 147,677.80 168,355.60 1,319,000.00
Dec 1, 2036 1,319,000.00 17,212.95 1,648.75 18,861.70 1,319,000.00
Jun 1, 2037 1,319,000.00 131,000.00 17,212.95 1,648.75 149,861.70 168,723.40 1,188,000.00
Dec 1, 2037 1,188,000.00 15,503.40 1,485.00 16,988.40 1,188,000.00
Jun 1, 2038 1,188,000.00 134,000.00 15,503.40 1,485.00 150,988.40 167,976.80 1,054,000.00
Dec 1, 2038 1,054,000.00 13,754.70 1,317.50 15,072.20 1,054,000.00
Jun 1, 2039 1,054,000.00 138,000.00 13,754.70 1,317.50 153,072.20 168,144.40 916,000.00
Dec 1, 2039 916,000.00 11,953.80 1,145.00 13,098.80 916,000.00
Jun 1, 2040 916,000.00 142,000.00 11,953.80 1,145.00 155,098.80 168,197.60 774,000.00
Dec 1, 2040 774,000.00 10,100.70 967.50 11,068.20 774,000.00
Jun 1, 2041 774,000.00 146,000.00 10,100.70 967.50 157,068.20 168,136.40 628,000.00
Dec 1, 2041 628,000.00 8,195.40 785.00 8,980.40 628,000.00
Jun 1, 2042 628,000.00 150,000.00 8,195.40 785.00 158,980.40 167,960.80 478,000.00
Dec 1, 2042 478,000.00 6,237.90 597.50 6,835.40 478,000.00
Jun 1, 2043 478,000.00 155,000.00 6,237.90 597.50 161,835.40 168,670.80 323,000.00
Dec 1, 2043 323,000.00 4,215.15 403.75 4,618.90 323,000.00
Jun 1, 2044 323,000.00 159,000.00 4,215.15 403.75 163,618.90 168,237.80 164,000.00
Dec 1, 2044 164,000.00 2,140.20 205.00 2,345.20 164,000.00
Jun 1, 2045 164,000.00 164,000.00 2,140.20 205.00 166,345.20 168,690.40 0.00
Estimated Amortization Schedule
City of Dubuque
Sewer Revenue Bond
CS-1921049-01
Loan summary Estimated Draw Schedule
As of 8/26/2024
INVESTING IN IOWA'S WATER
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