Proceedings to Complete Action on the Issuance of $26,221,000 Sewer Revenue Capital Loan Notes Old Mill Rd. Lift Station and Force Main Project - Phase 1City of Dubuque
City Council
ACTION ITEMS # 2.
Copyrighted
January 21, 2025
ITEM TITLE: Proceedings to Complete Action on the Issuance of
$26,221,000 Sewer Revenue Capital Loan Notes (State
Revolving Loan Fund Program) Old Mill Rd. Lift Station and
Force Main Project — Phase I
SUMMARY: City Manager recommending City Council approval of the
suggested proceedings to complete action required on the
$26,221,000 Sewer Revenue Capital Loan Notes (State
Revolving Loan Fund Program) Old Mill Rd. Lift Station and
Force Main Project — Phase I 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
$26,221,000 Sewer Revenue Bonds, Series 2025 Bonds, and
amending certain provisions."
RESOLUTION Series Resolution authorizing and approving a
Loan and Disbursement Agreement and providing for the
issuance of $26,221,000 Sewer Revenue Bonds, Series 2025
and other documents related to the Series 2025 Bonds, and
amending certain provisions
SUGGUESTED Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
1. MVM Memo Old MITI Rd LS SRF Complete Action_MVM Memo_2025_01_14
2. Old MITI Rd LS SRF Complete Action —Staff memo_2025_01_14
3. Proc Series Iss Res (Old Mill) (Dubuque #9 2024)-v3
4. Sewer Revenue LDA (Old Mill) (Dubuque #9 2025)-v1
5. Bond (Old Mill) (Dubuque #9 2025)-v1
6. Closing and Tax Final Delivery Certificate (Old Mill) (Dubuque #9 2025)-v1
7. Repayment Schedule (Old Mill) (Dubuque #9 2025)-v1
Page 502 of 740
THE C
DUUB--'*--TE
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
Dubuque
All-Anerin City
I
II
2007.2012.2013
2017*2019
SUBJECT: Proceedings to Complete Action on the Issuance of $26,221,000 Sewer
Revenue Capital Loan Notes (State Revolving Loan Fund Program) Old
Mill Rd. Lift Station and Force Main Project — Phase I
DATE: January 14, 2025
Chief Financial Officer Jennifer Larson recommends City Council approval of the
suggested proceedings to complete action required on the $26,221,000 Sewer Revenue
Capital Loan Notes (State Revolving Loan Fund Program) Old Mill Rd. Lift Station and
Force Main Project — Phase I 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 $26,221,000 Sewer
Revenue Bonds, Series 2025 Bonds, and amending certain provisions."
The Old Mill Road Lift Station and Force Main Project is the first of several
improvements that are needed, within the Catfish Creek Interceptor Sewer system, to
provide adequate capacity to serve existing development within the City, and to allow
for additional flow from future developments and the growth of the City.
The Old Mill Road Lift Station and Force Main Project is being funded utilizing American
Rescue Plan Act funding for the design portion of both phases I and II. The
construction and construction engineering, for phase I & 11, will be funded utilizing State
Revolving Fund (SRF) loan proceeds
The State Revolving Fund loan will have an interest rate of 2.54%, a maturity date of June
1, 2046, 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
Page 503 of 740
MCVM/jml
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jennifer Larson, Chief Financial Officer
Gus Psihoyos, City Engineer
Brian DeMoss, Finance Manager
2
Page 504 of 740
THE CITY OF
DUB E
Masterpiece on the Mississippi
TO: Michael C. Van Milligen, City Manager
FROM: Jennifer Larson, Chief Financial Officer
Dubuque
All -America City
II
2007 • 2012 • 2013
SUBJECT: Proceedings to Complete Action on the Issuance of $26,221,000 Sewer
Revenue Capital Loan Notes (State Revolving Loan Fund Program) Old Mill
Rd. Lift Station and Force Main Project — Phase I
DATE: January 14, 2025
INTRODUCTION
The purpose of this memorandum is to provide suggested proceedings to complete action
required on the $26,221,000 Sewer Revenue Capital Loan Notes (State Revolving Loan
Fund Program) Old Mill Rd. Lift Station and Force Main Project — Phase I.
BACKGROUND
The older sections of the Catfish Creek Sanitary Sewer (CCSS) that deliver wastewater to
the Catfish Creek Pump Station (CCPS) were constructed circa late 1960s. It is common for
sanitary sewer pipes to remain in service for 60 years or longer. However, when sizing an
interceptor sewer, it is not common to design it to handle predicted flows more than 50 years
into the future, most often a 25-year timespan is considered. The CCPS was last upgraded
in 1995 based on predicting growth over the next 20-30 years, consistent with a 25-year life
for a lift station.
Despite challenges due to terrain (i.e. steep slopes, bluffs, shallow rock, etc.), the City has
experienced significant growth within the Catfish Creek sewer shed in the last 20 years.
Based on land use mapping in GIS, and only considering development that has occurred
over the last twenty years, within the tributary area, the design flow to the CCSS and the
CCPS has grown by 6.5 MGD (million gallons per day) since the pump station was last
upgraded in 1995 to a capacity of 8.0 MGD.
Due to potential development area within the CCSS tributary area, the City hired Strand
Associates, Inc. (Strand) in late 2018 to develop a better understanding of the hydraulic
capacity of the Catfish Creek Sanitary Sewer collection system. The analysis of the CCSS
and the CCPS involved the implementation of a flow metering program and the development
of a sanitary sewer model. One of the things that the computer model revealed is that some
Page 505 of 740
wet weather events will result in the flow rising above the top of the pipe, at certain locations,
such that the sanitary system becomes pressurized which is an indicator of possible SSO's
In late December of 2020, Strand provided the City with final drafts of both the study, for
Catfish Creek Sanitary Sewer collection system, and a more focused technical memo which
evaluated the effect of adding new industrial flow to the existing system.
On January 4, 2021, a State Revolving Fund (SRF) Planning and Design Loan Intended
Use Plan (IUP) application in the amount of $350,000 was submitted to the State for the
"Catfish Creek Lift Station & Force Main Project (that) involves system improvements to
address wet -weather related overflows at the Catfish Creek Lift Station and provide capacity
for future development within the Catfish Creek sewer shed".
On April 28, 2021, the City authorized Strand Task Order One, which provided for the
development of a facility plan and design of the Old Mill road lift station to a 30% level. This
level of design provided the City with a basis of design, a refined cost estimate, and the
necessary information to allow the City to submit a facility Plan to IDNR to begin the SRF
construction loan process. The 30% design followed the recommended improvement option
identified in the January 7, 2021, memo regarding the results of the Catfish Creek Sanitary
Sewer Interceptor system study, which evaluated the existing system capacity and identified
improvements to ensure that it has adequate capacity for existing developments and for
growth throughout the tributary area.
The City of Dubuque submitted a facility plan to Iowa Department of Natural Resources
(IDNR), in May of 2021, for the construction of a 20 MGD sanitary sewer lift station and 30"
dual force mains. The facility plan is based on the results of an intensive evaluation of the
existing interceptor collection and pumping systems that transport sewage to the Water
Resource Recovery Center (WRRC). Several options were considered, and the City chose
to proceed with the design and construction of the Old Mill Road Lift Station and Force Main
Project, a recommended option. At the June 7, 2021, the City Council meeting, the City
Council approved the facility plan and IUP application for the Old Mill Rd. Lift Station and
Force Main Project.
Through the RFP process, Strand Associates, Inc (Strand) was selected and in February of
2022, the City entered into an agreement with Strand Associates to complete the final design
of; the lift station, force main structures, modifications to WRRC headworks, assist City staff
with bidding services and with railroad permitting for the horizontal bores under the railroad
tracks. City Staff provided the site and utility design for the remainder of the project, along
with all coordination with IDNR and property acquisitions.
Part of the SRF process is to complete an environmental review for the effected project
area, which is conducted by IDNR staff along with other state agencies. One of the items
that is looked at is the history of the area to determine the historical significance of the area,
if any. The Office of the State Archaeologist (OSA) conducted a phase I archaeological
study, due to a portion of the project alignment running through the old Town of Rockdale.
Some artifacts, from the settlement, were recovered and it was determined that a more in-
depth phase II study was warranted. OSA and the State Historic Preservation Office
Page 506 of 740
(SHPO) directed the City to complete a Phase II archeological study. Due to the results of
the phase II study, it was determined that an alternate alignment needed to be evaluated to
avoid the Town of Rockdale. Once the alternate alignment was selected, a second phase
II archeological study was completed for the alternate alignment. The alternate alignment
was cleared by SHPO, and the design was able to be completed for the entire project.
Due to available funding and the funding being spread over five fiscal years, a revised facility
plan was submitted in May of 2024, that split the project into two phases. The first phase
being the lift station and site development and the second phase being the force mains, from
the lift station to WRRC, along with the force main structures. The revised facility plan was
approved by IDNR in June of 2024. The phased approach allows the City to begin with the
longest duration portion of the project, with currently available funding, and start the second
phase of the project a year later, when the remainder of the funding becomes available in
FY26 and FY27. The second phase is scheduled to be substantially complete prior to the
first phase completion.
DISCUSSION
The Old Mill Road Lift Station and Force Main Project is the first of several improvements
that are needed, within the Catfish Creek Interceptor Sewer system, to provide adequate
capacity to serve existing development, within the City, and to allow for additional flow from
future developments and the growth of the City.
The Old Mill Road Lift Station and Force Main Project is being funded utilizing ARPA funding
for the design portion of both phases I and II. The construction and construction
engineering, for phase I & II, will be funded utilizing State Revolving Fund (SRF) loan
proceeds
The Capital Improvement budget includes funding from FY22 thru FY 27 for both phases of
the Old Mill Rd. Lift Station and Force Main Project. Due to the expected duration of Phase
I a portion of the FY26 funding, in the amount of $3,649,944.34, is being utilized to fully fund
phase I. The remainder of the FY26 & FY27 budgets, $9,546,424.56, will be used to fund
Phase II construction under a separate SRF loan.
The State Revolving Fund loan will have an interest rate of 2.54%, a maturity date of June
1, 2046, 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 $26,221,000 Sewer Revenue Capital Loan Notes (State Revolving Loan
Fund Program) Old Mill Rd. Lift Station and Force Main Project — Phase I.
Attachments
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Brian DeMoss, Finance Manager
Page 507 of 740
Dubuque / 430411-9 / Series Res (Old Mi11)4875-7009-3042\3
MINUTES OF MEETING TO APPROVE SERIES
RESOLUTION FOR SERIES 2025 BONDS
430411-9 (Old Mill)
Dubuque, Iowa
January 21, 2025
The City Council of the City of Dubuque, Iowa, met on January 21, 2025, at 6:30 p.m., at
the Historic Federal Building, 350 W. 61h 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: r%V11 W
Lcku ro,
Absent:
Cav a h (NArd mcrylv,.s -! Us" Farbc, Rx bcty. J Rf sol:c ,
0nnny SQrN,K, Wy (,)e�kI
Council Member RoUSSc 11 introduced the resolution next hereinafter
set out and moved its adoption, seconded by Council Member T n e6 ; 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: e sn: c
Nays:
rnr6cr, Spranj<, i\cussell, �vnr5 We}
Whereupon, the Mayor declared said resolution duly adopted, as follows:
On motion and vote, the meeting adjourned.
Dubuque / 43041 l-9 / Series Res (Old Mi11)4875-7009-3042\3
RESOLUTION NO. 24-25
Series Resolution authorizing and approving a Loan and Disbursement Agreement
and providing for the issuance of $26,221,000 Sewer Revenue Bonds, Series 2025
and other documents related to the Series 2025 Bonds, and amending certain
provisions
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 $27,000,000, 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 October 21, 2024; and
WHEREAS, the City proposes to issue Sewer Revenue Bonds, Series 2025 (the "Series
2025 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 2025 Bonds shall be deemed to
be Senior SRF Bonds; and
WHEREAS, the obligations of the Issuer under the Series 2025 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 2025 Bonds in evidence thereof in the principal amount of
$26,221,000;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa,
as follows:
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009-3042\3
NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa,
as follows:
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 2025 Bonds" means the $26,221,000 Sewer Revenue Bonds, Series
2025, in one or more series.
"Closing Date" shall mean the date of delivery of the Series 2025 Bonds, anticipated to
be February 7, 2025, 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
2025 Bonds.
"Agreement" means the Loan and Disbursement Agreement between the Issuer and the
Lender related to the Series 2025 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.
"Series 2013 Notes" shall mean the Issuer'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.
"Series 2013 Note Resolutions" shall mean the resolutions authorizing the issuance of the
Series 2013 Notes, which shall be recognized as Series Resolutions.
"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 2025 Bonds. Unless otherwise specified, the
Registrar shall also act as the Paying Agent for the Series 2025 Bonds.
hereof.
"Series 2025 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 $26,221,000 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.
Page 510 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009-3042\3
The Mayor, City Clerk and City Treasurer are each authorized to execute and deliver the
Series 2025 Bonds, any and all agreements, documents and instruments required related to the
issuance of the Series 2025 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 2025 Bonds and may be hereinafter
referred to as the "Registrar" or the "Paying Agent" in such capacities.
Section 4. Source of Payment of the Series 2025 Bonds. The Series 2025 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 2025 Bonds Details; Form of Series 2025 Bonds. The Series 2025
Bonds are hereby authorized to be issued in evidence of the obligation of the Issuer under the
Agreement, in the aggregate principal amount of $26,221,000, to be dated the Closing Date, and
bearing interest from the date of each advancement made at the rate of 2.54% per annum (or at
such lower rate as agreed upon by the Lender and set forth in the Series 2025 Bonds and the
Agreement) until payment thereof, as set forth in Exhibit A attached to the Agreement. To the
extent that the Lender determines a lower rate of interest is available for the Series 2025 Bonds
after the adoption of this Series Resolution, the Mayor and City Clerk, with advice from bond
counsel and/or a municipal financial advisor, are hereby authorized to: (i) make such changes to
the Agreement, the Series 2025 Bonds and any related transactional documents as are necessary
to give effect to the lower rate of interest without modification to the principal installment
schedule contemplated herein; and (ii) to execute and deliver such modified documents on behalf
of the Issuer.
The Series 2025 Bonds may be 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 $26,221,000 and numbered R-1.
The Series 2025 Bonds are subject to optional redemption by the Issuer 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 2025 Bonds by the Issuer 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 2025 Bonds). The Series 2025 Bonds are
also subject to mandatory redemption as set forth in Section 5 of the Agreement.
Accrued interest on the Series 2025 Bonds shall be payable semiannually on the first day
of June and December in each year, commencing June 1, 2025. Interest shall be calculated on
the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the
Series 2025 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
4
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Dubuque / 430411-9 / Series Res (Old Mill)4875-7009-3042\3
registration books. Principal of the Series 2025 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 2025 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 2025 Bonds shall be recorded in the office of the City Treasurer, and the certificate on the
back of each Series 2025 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 2025 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 2025 Bonds, the Issuer also agrees to pay the Initiation Fee and the
Servicing Fee (defined in the Agreement) in accordance with the terms of the Agreement.
The Series 2025 Bonds shall be in substantially the form attached as Exhibit A hereto.
Section 6. Registration of Series 2025 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 2025 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 2025 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 Issuer 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 2025 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 2025 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 Issuer 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 Issuer to accumulate an amount which, in the
s
Page 512 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009-3042\3
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 2025 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 2025 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 2025 Bond Sinking Fund. From and after the issuance of the Series 2025 Bonds
and as long as the Series 2025 Bonds are outstanding, the Issuer shall establish and maintain a
separate fund to be known as the Series 2025 Bond Sinking Fund. The Issuer shall transfer
amounts on deposit in the Revenue Fund into the Series 2025 Bond Sinking Fund for the
payment of interest and principal of the Series 2025 Bonds, on the 1st day of each month
commencing on the I st day of the month immediately succeeding the date of issuance and
delivery of any of the Series 2025 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 2025 Bonds due on the next succeeding date which principal of and/or interest on such
Series 2025 Bonds are due and payable. If for any reason the amount on deposit in the Series
2025 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 2025 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 2025 Bond Sinking Fund shall be used solely for the purpose of
paying principal of and interest on the Series 2025 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 2025 Bonds shall
be issued as Senior SRF Bonds, and the Issuer shall not be required to make any payments into
the Debt Service Reserve Fund under the provisions of this Resolution. The Series 2025 Bonds
shall not be secured by or payable from amounts held in the Debt Service Reserve Fund, and the
holders of the Series 2025 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.
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Dubuque / 430411-9 / Series Res (Old Mill)4875-7009-3042\3
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. Amendment to Section 8.3 of the Master Resolution; Amendment to
Section 21 of the Series 2013 Note Resolutions: Restrictions on the Incurrence of Senior Bonds.
Section 8.3 of the Master Resolution and Section 21 of the Series 2013 Note Resolutions are
hereby permanently amended, with the consent of the Iowa Finance Authority, the sole owner
and holder of all of the outstanding Sewer Revenue indebtedness of the Issuer, to read as
follows:
Bonds (including refunding Bonds which do not meet the requirements of Section 8.2) may also
be issued on a parity with the Senior Bonds pursuant to a Series Resolution, and the Bonds so
issued shall constitute Senior Bonds. Any Senior Bonds shall not be entitled to priority or
preference one over the other in the application of the Net Revenues of the System, regardless of
the time or times of the issuance of such Senior Bonds, it being the intention of the Issuer that
there shall be no priority among the Senior Bonds, regardless of the fact that they may have been
actually issued and delivered at different times. The Issuer hereby reserves the right and
privilege of issuing Senior Bonds without restriction.
Section 15. Covenants Regarding _ Operation of the S. sue. 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 2025 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 Issuer that interest on the Series 2025 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 Issuer 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 ensure that the interest on the Series 2025 Bonds will remain
excluded from gross income for federal income tax purposes. Any and all of the officers of the
Issuer 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 2025 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 2025 Bonds.
Page 514 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009-3042\3
Section 20. Modification of Resolution Not Requiring the Consent of Owners of Series
2025 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 2025 Bonds,
are hereby ratified and confirmed with respect to the Series 2025 Bonds.
Section 21. Modification of Series Resolution Requiring Consent of Owners of Series
2025 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 2025 Bonds,
are hereby ratified and confirmed with respect to the Series 2025 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.
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 January 21, 2025.
Attest:
�/4w- -0,4
ii(
City Clerk
a
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009-3042\3
STATE OF IOWA
DUBUQUE COUNTY SS:
CITY OF DUBUQUE
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 $26,221,000 Sewer Revenue
Bonds, Series 2025 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 2025 Bonds.
WITNESS MY HAND this a,� day of J-01,, V a/ "/ , 2025.i
City Clerk
Dubuque / 43041 I-9 / Series Res (Old Mill)4875-7009-3042\3
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 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 2025 Bonds currently
being issued by the City.
WITNESS MY HAND this day of J�o U CA , 2025.
City Clerk
10
EXHIBIT A
Form of Series 2025 Bond
UNITED STATES OF AMERICA
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SEWER REVENUE BOND, SERIES 2025
No. R-1 $26,221,000
RATE MATURITY DATE BOND DATE
2.54% June 1, 2046 February 7, 2025
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
TWENTY-SIX MILLION TWO HUNDRED TWENTY-ONE THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and December 1
of each year, commencing June 1, 2025, 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, 2027,
and annually thereafter on June I 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, 2046. 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
Page 518 of 740
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 January 21, 2025, 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; Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024;
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.
WJ
Page 519 of 740
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 SS: CITY TREASURER'S CERTIFICATE
CITY OF DUBUQUE
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
Page 520 of 740
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
TEN - as joint tenants with
right of survivorship and
not as tenants in common
UTMA
(Custodian)
As Custodian for
(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.
ME"
Page 521 of 740
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due
Due
June 1
Amount
June I
Amount
2027
$ 997,000
2037
$1,313,000
2028
$1,025,000
2038
$1,349,000
2029
$1,053,000
2039
$1,387,000
2030
$1,083,000
2040
$1,426,000
2031
$1,113,000
2041
$1,465,000
2032
$1,144,000
2042
$1,506,000
2033
$1,176,000
2043
$1,548,000
2034
$1,209,000
2044
$1,591,000
2035
$1,242,000
2045
$1,636,000
2036
$1,277,000
2046
$1,681,000
A-5
Page 522 of 740
4
-
L
LOAN AND DISBURSEMENT AGREEMENT
$26,221,000 SEWER REVENUE BONDS
This Loan and Disbursement Agreement (the "Agreement") is made and entered into as
of February 7, 2025, 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
Page 523 of 740
City Council of the Participant providing for the authorization and issuance of the
Revenue Bond, attached hereto as Exhibit B, adopted on January 21, 2025, 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
$26,221,000 (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
Page 524 of 740
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
K
Page 525 of 740
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) ($100,000), 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 2.54 per annum (the "Rate"). As described in Section
5, payments hereunder shall be calculated based on the Rate plus the Servicing Fee (such 2.79%,
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,
0
Page 526 of 740
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.
E
Page 527 of 740
(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.
n
Page 528 of 740
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 parry 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
Page 529 of 740
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.
Page 530 of 740
Section 19. Repayment of Planning and Design. 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
Page 531 of 740
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
Attest:
��x�IinQ
City Clerk
CITY OF DUBUQUE, IOWA
By•
Mayor
[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]
Page 533 of 740
EXHIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
Page 534 of 740
EXHIBIT B
AUTHORIZATION/ISSUANCE RESOLUTION OF PARTICIPANT
Page 535 of 740
4
-
L
No. R-1
UNITED STATES OF AMERICA
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SEWER REVENUE BOND, SERIES 2025
RATE MATURITY DATE BOND DATE
2.54% June 1, 2046 February 7, 2025
$26,221,000
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
TWENTY-SIX MILLION TWO HUNDRED TWENTY-ONE THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and December 1 of each year, commencing June 1, 2025, 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,
2027, 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, 2046. 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 January 21, 2025, 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; ; Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024; 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.
Page 536 of 740
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:
City Clerk
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
CITY OF DUBUQUE, IOWA
By
or
SS: CITY TREASURER'S CERTIFICATE
The original issuance of the Bonds, of which this Bond is a part, was duly and properly recorded in ffice as of the Bond Date.
ity easu er
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)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
(Minor)
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
with full power of substitution.
Dated:
Signature guaranteed:
Attorney, to transfer this Bond on the books kept for registration thereof
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.
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due
Due
June 1
Amount
June 1
Amount
2027
$ 997,000
2037
$1,313,000
2028
$1,025,000
2038
$1,349,000
2029
$1,053,000
2039
$1,387,000
2030
$1,083,000
2040
$1,426,000
2031
$1,113,000
2041
$1,465,000
2032
$1,144,000
2042
$1,506,000
2033
$1,176,000
2043
$1,548,000
2034
$1,209,000
2044
$1,591,000
2035
$1,242,000
2045
$1,636,000
2036
$1,277,000
2046
$1,681,000
Page 538 of 740
CLOSING CERTIFICATE
We, the undersigned, Mayor and City Clerk of the City of Dubuque, Iowa (the "City"), do
hereby certify as of February 7, 2025 (the "Dated Date"), that we are now and were at the time of
the execution of the City's $26,221,000 Sewer Revenue Bonds, Series 2025 (the "Series 2025
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 January
21, 2025, 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
2025 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 $26,221,000. Terms not otherwise defined herein shall have the meaning given
such terms in the Resolutions and the Agreement.
The Series 2025 Bond has been executed by the aforesaid officers; the certificate on the
back of the Series 2025 Bond has been executed by the City Treasurer; and the Series 2025 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 2025 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 2025 Bond or in any way concerning the validity of the Series 2025 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 2025 Bond, and that
none of the proceedings incident to the authorization and issuance of the Series 2025 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;
Sewer Revenue Capital Loan Notes, Series 2023A, dated March 3, 2023; and Sewer Revenue Bond,
SRF Series 2024, dated September 20, 2024.
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
Page 539 of 740
We further certify that no appeal of the decision of the City Council to enter into the
Agreement and to issue the Series 2025 Bond has been taken to the district court.
We further certify that all meetings held in connection with the Series 2025 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 $26,221,000.
2. The net sales proceeds of the Series 2025 Bond are $26,221,000 (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 February 7,
2028.
7. The Series 2025 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 2025 Bond on
each June 1 and December 1 and principal of the Series 2025 Bond on each June 1 (the 12-month
2
Page 540 of 740
period ending on each June 1 being herein referred to as a "Bond Year"); the Sinking Fund is used
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
2025 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 September 16, 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 2025 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 2025 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 2025 Bond in the amount of $ , 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 2025 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 2025 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 2025 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 2025 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
Page 541 of 740
rebate exception), rebate payments to the United States regarding investment proceeds may be
required to be made by the City.
Two -Year Exception: The Series 2025 Bond will qualify as a "construction issue" as
defined in Section 148(f)(4)(c)(vi) of the Code and Section 1.148-7(f) of the Regulations because
at least 75% of the "available construction proceeds" as defined in Section 148(f)(4)(c)(vi) of the
Code will be allocated to capital expenditures that are allocable to the cost of land, buildings,
improvements, permanent structures or constructed personal property. Accordingly, if all Net
Sales Proceeds of the Series 2025 Bond including investment earnings thereon (other than the
amount used to pay costs of issuance), are expended at least as quickly as 10% within 6 months
from the date of issuance of the Series 2025 Bond, 45% within 12 months, 75% within 18 months
and 100% within 2 years, then rebate will be required only with respect to a reasonably required
reserve or replacement fund, if any. If the City exercises due diligence to complete the Project and
an amount not exceeding the lesser of 3% of the Net Sales Proceeds ($786,630) or $250,000
remains unspent as of the end of the two years, the City will be treated as satisfying the final
expenditure requirement. In addition, a reasonable retainage of up to five percent of the Net Sales
Proceeds ($1,311,050) need not be spent until 3 years after the Dated Date (the issue date of the
Series 2025 Bond).
Based upon the estimated draw schedule, the City expects to spend the Net Sales Proceeds
(along with any investment earnings on such proceeds) by February 7, 2027. The City
acknowledges that if it fails to spend the proceeds of the Series 2025 Bond (along with the
investment earnings thereon) within the time periods set forth in the Two -Year Exception (or
another applicable rebate exception), the City may have a rebate liability to the United States
pursuant to Section 148 of the Code. The City shall consult with the appropriate auditors or rebate
specialists with regard to determination of rebate liability.
11. The City shall make a final allocation of the proceeds of the Series 2025 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 2025 Bond or not later
than 60 days after retirement of the Series 2025 Bond.
12. The weighted average maturity of the Series 2025 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
0
Page 542 of 740
other user to use or occupy the Project for any purposes which would cause interest on the Series
2025 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 2025 Bond, (ii) sold pursuant to the same plan of financing with the Series
2025 Bond, and (iii) reasonably expected to be paid from substantially the same source of funds
as will be used to pay the Series 2025 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 2025 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 2025 Bond, including any rebate
payments. The City agrees to consult with the appropriate auditors or rebate specialists with regard
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 2025 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 2025 Bond.
19. To our best knowledge and belief, there are no facts, estimates or circumstances
which would materially change the foregoing conclusions.
Wi
Page 543 of 740
IN WITNESS WHEREOF, we have hereunto affixed our hands as of the Dated Date.
CITY OF DUBUQUE, IOWA
Mayor
Attest:
City Clerk
[Signature Page to Closing Certificate (Series 2025 Bond)]
43041 l \00009\4930-7795-6877\1
EXHIBIT A
EXPENDITURES REIMBURSED
430411\00009\4930-7795-6877\1
Page 545 of 740
Loan Closing Date
Final Disbursement Date
Final Maturity Date
Loan Period in Years
Total Loaned Amount
Initiation Fee
Estimated Amortization Schedule
Feb 7, 2025
Jan 1, 2027
Jun 1, 2046
20
Net Proceeds to Borrowerl $ 26,121,000.00
Annual Interest Ratel 2.54%
Totallnterest $ 8,069,962.04
Servicing Fee Rate 0.25%
Total Servicing Fees $ 794,287.61
Total Loan Costs $ 8,964,249.65
City of Dubuque
Sewer Revenue Bond
CS-1921034-01
Initiation Fee -
Feb 7, 2025
P & D Payoff -
Feb 7, 2025
Estimated Draw #1-
Feb 7, 2025
Estimated Draw #2-
Apr 25, 2025
Estimated Draw #3-
Jul 18, 2025
Estimated Draw #4-
Oct 10, 2025
Estimated Draw #5-
Jan 2, 2026
Estimated Draw #6-
Mar 27, 2026
Estimated Draw #7-
Jun 19, 2026
Estimated Draw #8-
Sep 11, 2026
Estimated Draw #9-
Dec 4, 2026
0
100,000.00
349SRF
349,709.00
STATE
4,742,000.00 REVOLVING FUND
4,220,000.00
3,507,000.00
3,829,000.00
2,683,000.00
2,240,000.00
369,000.00
290,291.00
Held for Final Docs -
Jan 1, 2027
5,000.00
Total Loaned
Amount
26,221,000.00
Payment
Beginning
Servicing
Total Loan
Total Annual Debt
Date
Balance
Principal
Interest
Fee
Payment
Service
Ending Balance
Jun 1, 2025
9,077,709.00
46,918.23
4,617.94
51,536.17
51,536.17
9,077,709.00
Dec1,2025
16,804,709.00
167,506.27
16,486.84
183,993.11
16,804,709.00
Jun 1, 2026
23,316,709.00
265,788.47
26,160.28
291,948.75
475,941.86
23,316,709.00
Dec1,2026
25,925,709.00
323,808.20
31,870.89
355,679.09
25,925,709.00
Jun 1, 2027
26,221,000.00
997,000.00
332,934.67
32,769.16
1,362,703.83
1,718,382.92
25,224,000.00
Dec 1, 2027
25,224,000.00
320,344.80
31,530.00
351,874.80
25,224,000.00
Jun 1, 2028
25,224,000.00
1,025,000.00
320,344.80
31,530.00
1,376,874.80
1,728,749.60
24,199,000.00
Dec1,2028
24,199,000.00
307,327.30
30,248.75
337,576.05
24,199,000.00
Jun 1, 2029
24,199,000.00
1,053,000.00
307,327.30
30,248.75
1,390,576.05
1,728,152.10
23,146,000.00
Dec1,2029
23,146,000.00
293,954.20
28,932.50
322,886.70
23,146,000.00
Jun 1, 2030
23,146,000.00
1,083,000.00
293,954.20
28,932.50
1,405,886.70
1,728,773.40
22,063,000.00
Dec1,2030
22,063,000.00
280,200.10
27,578.75
307,778.85
22,063,000.00
Jun 1, 2031
22,063,000.00
1,113,000.00
280,200.10
27,578.75
1,420,778.85
1,728,557.70
20,950,000.00
Dec 1,2031
20,950,000.00
266,065.00
26,187.50
292,252.50
20,950,000.00
Jun 1, 2032
20,950,000.00
1,144,000.00
266,065.00
26,187.50
1,436,252.50
1,728,505.00
19,806,000.00
Dec 1,2032
19,806,000.00
251,536.20
24,757.50
276,293.70
19,806,000.00
Jun 1, 2033
19,806,000.00
1,176,000.00
251,536.20
24,757.50
1,452,293.70
1,728,587.40
18,630,000.00
Dec1,2033
18,630,000.00
236,601.00
23,287.50
259,888.50
18,630,000.00
Jun 1, 2034
18,630,000.00
1,209,000.00
236,601.00
23,287.50
1,468,888.50
1,728,777.00
17,421,000.00
Dec 1,2034
17,421,000.00
221,246.70
21,776.25
243,022.95
17,421,000.00
Jun 1, 2035
17,421,000.00
1,242,000.00
221,246.70
21,776.25
1,485,022.95
1,728,045.90
16,179,000.00
Dec 1, 2035
16,179,000.00
205,473.30
20,223.75
225,697.05
16,179,000.00
Jun 1, 2036
16,179,000.00
1,277,000.00
205,473.30
20,223.75
1,502,697.05
1,728,394.10
14,902,000.00
Dec1,2036
14,902,000.00
189,255.40
18,627.50
207,882.90
14,902,000.00
Jun 1, 2037
14,902,000.00
1,313,000.00
189,255.40
18,627.50
1,520,882.90
1,728,765.80
13,589,000.00
Dec1,2037
13,589,000.00
172,580.30
16,986.25
189,566.55
13,589,000.00
Jun 1, 2038
13,589,000.00
1,349,000.00
172,580.30
16,986.25
1,538,566.55
1,728,133.10
12,240,000.00
Dec 1, 2038
12,240,000.00
155,448.00
15,300.00
170,748.00
12,240,000.00
Jun 1, 2039
12,240,000.00
1,387,000.00
155,448.00
15,300.00
1,557,748.00
1,728,496.00
10,853,000.00
Dec 1, 2039
10,853,000.00
137,833.10
13,566.25
151,399.35
10,853,000.00
Jun 1, 2040
10,853,000.00
1,426,000.00
137,833.10
13,566.25
1,577,399.35
1,728,798.70
9,427,000.00
Dec 1, 2040
9,427,000.00
119,722.90
11,783.75
131,506.65
9,427,000.00
Jun 1, 2041
9,427,000.00
1,465,000.00
119,722.90
11,783.75
1,596,506.65
1,728,013.30
7,962,000.00
Dec 1, 2041
7,962,000.00
101,117.40
9,952.50
111,069.90
7,962,000.00
Jun 1, 2042
7,962,000.00
1,506,000.00
101,117.40
9,952.50
1,617,069.90
1,728,139.80
6,456,000.00
Dec 1, 2042
6,456,000.00
81,991.20
8,070.00
90,061.20
6,456,000.00
Jun 1, 2043
6,456,000.00
1,548,000.00
81,991.20
8,070.00
1,638,061.20
1,728,122.40
4,908,000.00
Dec 1, 2043
4,908,000.00
62,331.60
6,135.00
68,466.60
4,908,000.00
Jun 1, 2044
4,908,000.00
1,591,000.00
62,331.60
6,135.00
1,659,466.60
1,727,933.20
3,317,000.00
Dec 1, 2044
3,317,000.00
42,125.90
4,146.25
46,272.15
3,317,000.00
Jun 1, 2045
3,317,000.00
1,636,000.00
42,125.90
4,146.25
1,682,272.15
1,728,544.30
1,681,000.00
Dec 1, 2045
1,681,000.00
21,348.70
2,101.25
23,449.95
1,681,000.00
Jun 1, 2046
1,681,000.00
1,681,000.00
21,348.70
2,101.25
1,704,449.95
1,727,899.90
0.00
As of 1/7/2025
INVESTING IN IOWA'S WATER
www.iowasrf.com
Page 546 of 740
No. R-1
UNITED STATES OF AMERICA
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SEWER REVENUE BOND, SERIES 2025
RATE MATURITY DATE BOND DATE
2.54% June 1, 2046 February 7, 2025
26,221,000
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
TWENTY-SIX MILLION TWO HUNDRED TWENTY-ONE THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and December 1 of each year, commencing June 1, 2025, 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,
2027, 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, 2046. 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 January 21, 2025, 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; ; Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024; 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.
Page 536 of 740
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:
City Clerk
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
CITY OF DUBUQUE, IOWA
By
or
SS: CITY TREASURER'S CERTIFICATE
The original issuance of the Bonds, of which this Bond is a part, was duly and properly recorded in ffice as of the Bond Date.
ity easu er
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)
under Uniform Transfers to Minors Act
State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
Minor)
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
with full power of substitution.
Dated:
Signature guaranteed:
Attorney, to transfer this Bond on the books kept for registration thereof
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.
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due Due
June 1 Amount June 1 Amount
2027 997,000 2037 1,313,000
2028 1,025,000 2038 1,349,000
2029 1,053,000 2039 1,387,000
2030 1,083,000 2040 1,426,000
2031 1,113,000 2041 1,465,000
2032 1,144,000 2042 1,506,000
2033 1,176,000 2043 1,548,000
2034 1,209,000 2044 1,591,000
2035 1,242,000 2045 1,636,000
2036 1,277, 000 2046 1,681,000
Page 538 of 740
1
LOAN AND DISBURSEMENT AGREEMENT
$26,221,000 SEWER REVENUE BONDS
This Loan and Disbursement Agreement (the “Agreement”) is made and entered into as
of February 7, 2025, 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 Particip ant
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
2
City Council of the Participant providing for the authorization and issuance of the
Revenue Bond, attached hereto as Exhibit B, adopted on January 21, 2025, 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
$26,221,000 (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 Partici pant 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.
3
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
4
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 Rev enue
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) ($100,000), 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 2.54 per annum (the “Rate”). As described in Section
5, payments hereunder shall be calculated based on the Rate plus the Servicing Fee (such 2.79%,
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,
5
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.
6
(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.
7
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
8
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 fail ure
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 comme nced 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 cons trued 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.
9
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.
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
Attest:
x IinQ
City Clerk
CITY OF DUBUQUE, IOWA
By•
Mayor
Participant Signature Page to LDA]
[IFA 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:
EXHIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
2
Loan Closing Date Feb 7, 2025 Initiation Fee - Feb 7, 2025 100,000.00
Final Disbursement Date Jan 1, 2027 P & D Payoff - Feb 7, 2025 349,709.00
Final Maturity Date Jun 1, 2046 Estimated Draw #1- Feb 7, 2025 3,886,000.00
Loan Period in Years 20 Estimated Draw #2- Apr 25, 2025 4,742,000.00
Total Loaned Amount 26,221,000.00$ Estimated Draw #3- Jul 18, 2025 4,220,000.00
0.5% Initiation Fee 100,000.00 Estimated Draw #4- Oct 10, 2025 3,507,000.00
Net Proceeds to Borrower 26,121,000.00$ Estimated Draw #5- Jan 2, 2026 3,829,000.00
Annual Interest Rate 2.54%Estimated Draw #6- Mar 27, 2026 2,683,000.00
Total Interest 8,069,962.04$ Estimated Draw #7- Jun 19, 2026 2,240,000.00
Servicing Fee Rate 0.25%Estimated Draw #8- Sep 11, 2026 369,000.00
Total Servicing Fees 794,287.61$ Estimated Draw #9- Dec 4, 2026 290,291.00
Total Loan Costs 8,964,249.65$ Estimated Draw #10- Jan 1, 2027
Held for Final Docs - Jan 1, 2027 5,000.00
Total Loaned Amount 26,221,000.00
Payment
Date
Beginning
Balance Principal Interest
Servicing
Fee
Total Loan
Payment
Total Annual Debt
Service Ending Balance
Jun 1, 2025 9,077,709.00 46,918.23 4,617.94 51,536.17 51,536.17 9,077,709.00
Dec 1, 2025 16,804,709.00 167,506.27 16,486.84 183,993.11 16,804,709.00
Jun 1, 2026 23,316,709.00 265,788.47 26,160.28 291,948.75 475,941.86 23,316,709.00
Dec 1, 2026 25,925,709.00 323,808.20 31,870.89 355,679.09 25,925,709.00
Jun 1, 2027 26,221,000.00 997,000.00 332,934.67 32,769.16 1,362,703.83 1,718,382.92 25,224,000.00
Dec 1, 2027 25,224,000.00 320,344.80 31,530.00 351,874.80 25,224,000.00
Jun 1, 2028 25,224,000.00 1,025,000.00 320,344.80 31,530.00 1,376,874.80 1,728,749.60 24,199,000.00
Dec 1, 2028 24,199,000.00 307,327.30 30,248.75 337,576.05 24,199,000.00
Jun 1, 2029 24,199,000.00 1,053,000.00 307,327.30 30,248.75 1,390,576.05 1,728,152.10 23,146,000.00
Dec 1, 2029 23,146,000.00 293,954.20 28,932.50 322,886.70 23,146,000.00
Jun 1, 2030 23,146,000.00 1,083,000.00 293,954.20 28,932.50 1,405,886.70 1,728,773.40 22,063,000.00
Dec 1, 2030 22,063,000.00 280,200.10 27,578.75 307,778.85 22,063,000.00
Jun 1, 2031 22,063,000.00 1,113,000.00 280,200.10 27,578.75 1,420,778.85 1,728,557.70 20,950,000.00
Dec 1, 2031 20,950,000.00 266,065.00 26,187.50 292,252.50 20,950,000.00
Jun 1, 2032 20,950,000.00 1,144,000.00 266,065.00 26,187.50 1,436,252.50 1,728,505.00 19,806,000.00
Dec 1, 2032 19,806,000.00 251,536.20 24,757.50 276,293.70 19,806,000.00
Jun 1, 2033 19,806,000.00 1,176,000.00 251,536.20 24,757.50 1,452,293.70 1,728,587.40 18,630,000.00
Dec 1, 2033 18,630,000.00 236,601.00 23,287.50 259,888.50 18,630,000.00
Jun 1, 2034 18,630,000.00 1,209,000.00 236,601.00 23,287.50 1,468,888.50 1,728,777.00 17,421,000.00
Dec 1, 2034 17,421,000.00 221,246.70 21,776.25 243,022.95 17,421,000.00
Jun 1, 2035 17,421,000.00 1,242,000.00 221,246.70 21,776.25 1,485,022.95 1,728,045.90 16,179,000.00
Dec 1, 2035 16,179,000.00 205,473.30 20,223.75 225,697.05 16,179,000.00
Jun 1, 2036 16,179,000.00 1,277,000.00 205,473.30 20,223.75 1,502,697.05 1,728,394.10 14,902,000.00
Dec 1, 2036 14,902,000.00 189,255.40 18,627.50 207,882.90 14,902,000.00
Jun 1, 2037 14,902,000.00 1,313,000.00 189,255.40 18,627.50 1,520,882.90 1,728,765.80 13,589,000.00
Dec 1, 2037 13,589,000.00 172,580.30 16,986.25 189,566.55 13,589,000.00
Jun 1, 2038 13,589,000.00 1,349,000.00 172,580.30 16,986.25 1,538,566.55 1,728,133.10 12,240,000.00
Dec 1, 2038 12,240,000.00 155,448.00 15,300.00 170,748.00 12,240,000.00
Jun 1, 2039 12,240,000.00 1,387,000.00 155,448.00 15,300.00 1,557,748.00 1,728,496.00 10,853,000.00
Dec 1, 2039 10,853,000.00 137,833.10 13,566.25 151,399.35 10,853,000.00
Jun 1, 2040 10,853,000.00 1,426,000.00 137,833.10 13,566.25 1,577,399.35 1,728,798.70 9,427,000.00
Dec 1, 2040 9,427,000.00 119,722.90 11,783.75 131,506.65 9,427,000.00
Jun 1, 2041 9,427,000.00 1,465,000.00 119,722.90 11,783.75 1,596,506.65 1,728,013.30 7,962,000.00
Dec 1, 2041 7,962,000.00 101,117.40 9,952.50 111,069.90 7,962,000.00
Jun 1, 2042 7,962,000.00 1,506,000.00 101,117.40 9,952.50 1,617,069.90 1,728,139.80 6,456,000.00
Dec 1, 2042 6,456,000.00 81,991.20 8,070.00 90,061.20 6,456,000.00
Jun 1, 2043 6,456,000.00 1,548,000.00 81,991.20 8,070.00 1,638,061.20 1,728,122.40 4,908,000.00
Dec 1, 2043 4,908,000.00 62,331.60 6,135.00 68,466.60 4,908,000.00
Jun 1, 2044 4,908,000.00 1,591,000.00 62,331.60 6,135.00 1,659,466.60 1,727,933.20 3,317,000.00
Dec 1, 2044 3,317,000.00 42,125.90 4,146.25 46,272.15 3,317,000.00
Jun 1, 2045 3,317,000.00 1,636,000.00 42,125.90 4,146.25 1,682,272.15 1,728,544.30 1,681,000.00
Dec 1, 2045 1,681,000.00 21,348.70 2,101.25 23,449.95 1,681,000.00
Jun 1, 2046 1,681,000.00 1,681,000.00 21,348.70 2,101.25 1,704,449.95 1,727,899.90 0.00
Estimated Amortization Schedule
City of Dubuque
Sewer Revenue Bond
CS-1921034-01
Loan summary Estimated Draw Schedule
As of 1/7/2025
INVESTING IN IOWA'S WATER
www.iowasrf.com
EXHIBIT B
AUTHORIZATION/ISSUANCE RESOLUTION OF PARTICIPANT
Dubuque / 430411-9 / Series Res (Old Mi11)4875-7009-3042\3
MINUTES OF MEETING TO APPROVE SERIES
RESOLUTION FOR SERIES 2025 BONDS
430411-9 (Old Mill)
Dubuque, Iowa
January 21, 2025
The City Council of the City of Dubuque, Iowa, met on January 21, 2025, at 6:30 p.m., at
the Historic Federal Building, 350 W. 61h 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: r%V11 W
Lcku ro,
Absent:
Cav a h (NArd mcrylv,.s -! Us" Farbc, Rx bcty. J Rf sol:c ,
0nnny SQrN,K, Wy (,)e kI
Council Member RoUSSc 11 introduced the resolution next hereinafter
set out and moved its adoption, seconded by Council Member T n e6 ; 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: e sn: c
Nays:
rnr6cr, Spranj<, i\cussell, vnr5 We}
Whereupon, the Mayor declared said resolution duly adopted, as follows:
On motion and vote, the meeting adjourned.
Dubuque / 43041 l-9 / Series Res (Old Mi11)4875-7009-3042\3
RESOLUTION NO. 24- 25
Series Resolution authorizing and approving a Loan and Disbursement Agreement
and providing for the issuance of $26,221,000 Sewer Revenue Bonds, Series 2025
and other documents related to the Series 2025 Bonds, and amending certain
provisions
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 $27,000, 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 October 21, 2024; and
WHEREAS, the City proposes to issue Sewer Revenue Bonds, Series 2025 (the "Series
2025 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 2025 Bonds shall be deemed to
be Senior SRF Bonds; and
WHEREAS, the obligations of the Issuer under the Series 2025 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 2025 Bonds in evidence thereof in the principal amount of
26,221,000;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa,
as follows:
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa,
as follows:
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 2025 Bonds" means the $26,221,000 Sewer Revenue Bonds, Series
2025, in one or more series.
Closing Date" shall mean the date of delivery of the Series 2025 Bonds, anticipated to
be February 7, 2025, 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
2025 Bonds.
Agreement" means the Loan and Disbursement Agreement between the Issuer and the
Lender related to the Series 2025 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.
Series 2013 Notes" shall mean the Issuer'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.
Series 2013 Note Resolutions" shall mean the resolutions authorizing the issuance of the
Series 2013 Notes, which shall be recognized as Series Resolutions.
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 2025 Bonds. Unless otherwise specified, the
Registrar shall also act as the Paying Agent for the Series 2025 Bonds.
hereof.
Series 2025 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 $26,221,000 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.
Page 510 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
The Mayor, City Clerk and City Treasurer are each authorized to execute and deliver the
Series 2025 Bonds, any and all agreements, documents and instruments required related to the
issuance of the Series 2025 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 2025 Bonds and may be hereinafter
referred to as the "Registrar" or the "Paying Agent" in such capacities.
Section 4. Source of Payment of the Series 2025 Bonds. The Series 2025 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 2025 Bonds Details; Form of Series 2025 Bonds. The Series 2025
Bonds are hereby authorized to be issued in evidence of the obligation of the Issuer under the
Agreement, in the aggregate principal amount of $26,221,000, to be dated the Closing Date, and
bearing interest from the date of each advancement made at the rate of 2.54% per annum (or at
such lower rate as agreed upon by the Lender and set forth in the Series 2025 Bonds and the
Agreement) until payment thereof, as set forth in Exhibit A attached to the Agreement. To the
extent that the Lender determines a lower rate of interest is available for the Series 2025 Bonds
after the adoption of this Series Resolution, the Mayor and City Clerk, with advice from bond
counsel and/or a municipal financial advisor, are hereby authorized to: (i) make such changes to
the Agreement, the Series 2025 Bonds and any related transactional documents as are necessary
to give effect to the lower rate of interest without modification to the principal installment
schedule contemplated herein; and (ii) to execute and deliver such modified documents on behalf
of the Issuer.
The Series 2025 Bonds may be 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 $26,221,000 and numbered R-1.
The Series 2025 Bonds are subject to optional redemption by the Issuer 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 2025 Bonds by the Issuer 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 2025 Bonds). The Series 2025 Bonds are
also subject to mandatory redemption as set forth in Section 5 of the Agreement.
Accrued interest on the Series 2025 Bonds shall be payable semiannually on the first day
of June and December in each year, commencing June 1, 2025. Interest shall be calculated on
the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the
Series 2025 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
4
Page 511 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
registration books. Principal of the Series 2025 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 2025 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 2025 Bonds shall be recorded in the office of the City Treasurer, and the certificate on the
back of each Series 2025 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 2025 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 2025 Bonds, the Issuer also agrees to pay the Initiation Fee and the
Servicing Fee (defined in the Agreement) in accordance with the terms of the Agreement.
The Series 2025 Bonds shall be in substantially the form attached as Exhibit A hereto.
Section 6. Registration of Series 2025 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 2025 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 2025 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 Issuer 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 2025 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 2025 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 Issuer 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 Issuer to accumulate an amount which, in the
s
Page 512 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
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 2025 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 2025 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 2025 Bond Sinking Fund. From and after the issuance of the Series 2025 Bonds
and as long as the Series 2025 Bonds are outstanding, the Issuer shall establish and maintain a
separate fund to be known as the Series 2025 Bond Sinking Fund. The Issuer shall transfer
amounts on deposit in the Revenue Fund into the Series 2025 Bond Sinking Fund for the
payment of interest and principal of the Series 2025 Bonds, on the 1st day of each month
commencing on the I st day of the month immediately succeeding the date of issuance and
delivery of any of the Series 2025 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 2025 Bonds due on the next succeeding date which principal of and/or interest on such
Series 2025 Bonds are due and payable. If for any reason the amount on deposit in the Series
2025 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 2025 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 2025 Bond Sinking Fund shall be used solely for the purpose of
paying principal of and interest on the Series 2025 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 2025 Bonds shall
be issued as Senior SRF Bonds, and the Issuer shall not be required to make any payments into
the Debt Service Reserve Fund under the provisions of this Resolution. The Series 2025 Bonds
shall not be secured by or payable from amounts held in the Debt Service Reserve Fund, and the
holders of the Series 2025 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.
Page 513 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
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. Amendment to Section 8.3 of the Master Resolution; Amendment to
Section 21 of the Series 2013 Note Resolutions: Restrictions on the Incurrence of Senior Bonds.
Section 8.3 of the Master Resolution and Section 21 of the Series 2013 Note Resolutions are
hereby permanently amended, with the consent of the Iowa Finance Authority, the sole owner
and holder of all of the outstanding Sewer Revenue indebtedness of the Issuer, to read as
follows:
Bonds (including refunding Bonds which do not meet the requirements of Section 8.2) may also
be issued on a parity with the Senior Bonds pursuant to a Series Resolution, and the Bonds so
issued shall constitute Senior Bonds. Any Senior Bonds shall not be entitled to priority or
preference one over the other in the application of the Net Revenues of the System, regardless of
the time or times of the issuance of such Senior Bonds, it being the intention of the Issuer that
there shall be no priority among the Senior Bonds, regardless of the fact that they may have been
actually issued and delivered at different times. The Issuer hereby reserves the right and
privilege of issuing Senior Bonds without restriction.
Section 15. Covenants Regarding _ Operation of the S. sue. 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 2025 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 Issuer that interest on the Series 2025 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 Issuer 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 ensure that the interest on the Series 2025 Bonds will remain
excluded from gross income for federal income tax purposes. Any and all of the officers of the
Issuer 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 2025 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 2025 Bonds.
Page 514 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009-3042\3 Section
20. Modification of Resolution Not Requiring the Consent of Owners of Series 2025
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 2025 Bonds, are
hereby ratified and confirmed with respect to the Series 2025 Bonds. Section
21. Modification of Series Resolution Requiring Consent of Owners of Series 2025
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 2025 Bonds, are
hereby ratified and confirmed with respect to the Series 2025 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. 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 January 21, 2025. Attest:
4w- -
0,4ii( City
Clerk a
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
STATE OF IOWA
DUBUQUE COUNTY SS:
CITY OF DUBUQUE
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 $26,221,000 Sewer Revenue
Bonds, Series 2025 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 2025 Bonds.
WITNESS MY HAND this a, day of J-01,, V a/ "/ , 2025.
i
City Clerk
Dubuque / 43041 I-9 / Series Res (Old Mill)4875-7009-3042\3
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 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 2025 Bonds currently
being issued by the City.
WITNESS MY HAND this day of J o U CA , 2025.
City Clerk
10
EXHIBIT A
Form of Series 2025 Bond
UNITED STATES OF AMERICA
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SEWER REVENUE BOND, SERIES 2025
No. R-1 $26,221,000
RATE MATURITY DATE BOND DATE
2.54% June 1, 2046 February 7, 2025
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
TWENTY-SIX MILLION TWO HUNDRED TWENTY-ONE THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and December 1
of each year, commencing June 1, 2025, 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, 2027,
and annually thereafter on June I 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, 2046. 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
Page 518 of 740
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 January 21, 2025, 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; Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024;
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.
WJ
Page 519 of 740
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 SS: CITY TREASURER'S CERTIFICATE
CITY OF DUBUQUE
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
Page 520 of 740
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
TEN - as joint tenants with
right of survivorship and
not as tenants in common
UTMA
Custodian)
As Custodian for
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.
ME"
Page 521 of 740
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due Due
June 1 Amount June I Amount
2027 997,000 2037 1,313,000
2028 1,025,000 2038 1,349,000
2029 1,053,000 2039 1,387,000
2030 1,083,000 2040 1,426,000
2031 1,113,000 2041 1,465,000
2032 1,144,000 2042 1,506,000
2033 1,176,000 2043 1,548,000
2034 1,209,000 2044 1,591,000
2035 1,242,000 2045 1,636,000
2036 1,277,000 2046 1,681,000
A-5
Page 522 of 740
Dubuque 1430411.9 (Old Mill)
Form8038-G Information Return for Tax -Exempt Governmental Bonds
► Under Internal Revenue Code section 1411
(Rev. October 2021) ► See separate Instructions. OMB No. 1645.0047
Department of the Treasury caution: if the Issue price Is under $100,000, use Form 8038-GC.
Internal Revenue Sewlce ► Go to www.irs.gov/F803BG for instructions and the latest Information.
.. ... _ __ nA....,, k-- II Amnndnd Oslurn I-
1 Issuer's name
2 Issuer's employer Identification number (EIN)
City of Dubuque, Iowa
42.6004596
3o Name of person (other than Issuer) with whom the IRS may communicate about this return (see instructions)
36 Telephone number of other person shown on 3o
4 Number and street (or P.O. box If mall Is not delivered to street address)
Room/sulte
6 Report number (For IRS Use Only)
50 W. 13th Street
13M
6 City, town, or post office, state, and ZIP code
7 Date of Issue
Dubuque, Iowa 52001
February 7, 2025
6 Name of Issue
9 CUSIP number
Sewer Revenue Bond Series 2025
NONE
too Name and title of officer or other employee of the Issuer whom the IRS may call for more information
10b Telephone number of officer or other
employee shown on 10a
Jenny Larson, Chief Financial Officer
563.589.4100
Type of Issue (Enter the issue price.) See the Instructions and attach schedule.
11
Education . t . . . . . . . . . . . . . . . . . . .
. .
12
Health and hospital . . . . . ... . . . . . . . . . . . . . . .
. .
13
Transportation . . . . . . . . . . . . . . . . . . . . . . . .
. .
14
Public safety . . . . . , . . . . . . , . • • • . • . • . . .
15
Environment (including sewage bonds) . . . . . . . . . . . . . . . . . .
. .
16
Housing . . . . . . . . . . . . . . . . .. . . . . . . . . .
. .
17
Utilities . . . . . . . . . . . . . . . .. . . . . . ... . . . . .
. .
18
Other. Describe ►
19a
If bonds are TANS or RANs, check only box 19a . . . . . . . . . . . . . . .
► ❑
b
If bonds are BANS, check. only box 19b . . . . . . . . . . . . . . . .
► ❑
20
If bonds are In the form of a lease or Installment sale, check box .
► ❑
(b) Issue price (a) Stated redemption Idt Weighted
(a) Final maturity date price at maturity average. maturity
21 1 0610112046 $ 26,221,000. 1 $._ 26,221,000 12.726
(a) Yield
22
23
24
25
26
27
28
29
30
Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . .
Issue price of entire Issue (enter amount from line 21, column (b)) . . . . . . .
Proceeds used for bond Issuance costs (including underwriters' discount) 124 100,000
Proceeds used for credit enhancement , . . . . . . . . . . . 25
Proceeds allocated to reasonably required reserve or replacement fund . 26
Proceeds used to refund prior tax-exempt bonds. Complete Part V . 27
Proceeds used to refund prior taxable bonds. Complete Part V 0°/n igteryst loan 28 349 709
Total (add lines 24 through 28) . . . . . . . . . . fromSlnte , . . , . . . . .
Nonrefunding proceeds of the Issue (subtract line 29 from Ilne 23 and enter amount here)
23
26,221.000
449,709
29
30
25,771 291
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► years
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . i 0 years
33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) ►
34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) 03/1912021
For Paperwork Reduction Act Notice, see separate Instructions. Cat. No. 63773S Form 8038-G (Rev. 10-2021)
Form 8038-e (Rev. 10-2021) - —
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) , . . , 35
36a Enter the amount of, -gross proceeds Invested or to be Invested in a guaranteed Investment contract
(GIC), See instructions . . . , . . . • . . • . • • • . . 36a
b Enter thefinal maturity date of the GIC ► (MM/DD/YYYY)
c Enter the name of the GIC provider►
37 Pooled financings; Enter the amount of the proceeds of this Issue that are to be used to make loans
to other governmental units , . , , . . , . . . . • . • • • • ' 37
38a If this issue Is a loan made from the proceeds of another tax-exempt Issue, check box ► [(✓ and enter the following information:
b Enter the date of the master pool bond ► (MM/DD/YYYY)
-c Enter the EIN of the Issuer of the master pool bond ► -
d Enter the name of the Issuer of the master pool bond ► See attached Schedule
39 If the issuer has designated the Issue under section 265(b)(3)(8)(1)(II1) (small Issuer exception), check box . ► ❑
40 If the Issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . , . • • • ► ❑
41 a If the Issuer has Identified a hedge, check here ► ❑ and enter the following information:
b Name of hedge provider ►
c Type of hedge ►
d Term of hedge ►
42 If the Issuer has superintegrated the hedge, check box , . , . . . • • • • • • . • • • . ' . ► ❑
43 If the issuer has established written procedures to ensure that all nonqualifled bonds of this Issue are remediated
according to the requirements under the Code and Regulations (see Instructions), check box . . . , . . . .
44 If the Issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► [�✓
45a If some portion of the proceeds was used to reimburse expenditures, check here ► 0 and enter the amount
of reimbursement . . . . . . . . . ► $1.538.280.69
b Enter the date the official Intent was adopted ► (MM/DDNYYY) 09rfs2024
Under penalties of perjury. I declare that (have examined this return and accompanying schedules and statements, and to the best of my knowledge
Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the Issuer's return Information, as necessary to
g process this return, to the person that I have authorized above.
and
Consent ' Jennv Larson CFO
' Ig ure of Issuer's authorized reRressntativa Pate Type or print name and title.
Paid pavid Drako 6rasske laus Rrd arsri'a sf/ig�n�re J - . Date duCheck ❑ If RTIN
P01346244
Prepares Flrm'sname �Dorse &whftne LLP Flrm'eEIN► 41.0223337
Use Only nrm's aaaress►301 Grand Avenue Suite 4100 Des Moines, Iowa 50309 Fhone na. 515.283-1000
Form 8038-G (Rev.10-2021)
j
SCHEDULE)
TO
8038-G
City of Dubuque, Iowa
Sewer Revenue Bond, Series 2025
EIN:42-6004596
PART VI, Line 38d
The Iowa Finance Authority (the "Authority") is the bondholder with respect to the above
referenced bonds. The Authority may determine in the future to issue tax-exempt bonds that are
master pool obligations and reimburse itself for the loan of the proceeds of the above referenced
bonds. To the extent that the Authority issues such master pool obligations and reimburses itself
from the proceeds of such master pool obligations for the loan of the proceeds of the above
referenced bonds, such reimbursement will be made on the date of issue of such master pool
obligations.
The EIN of the Iowa Finance Authority is 52-1699886.
4912.4092.801912
801 Grand Avenue | Suite 4100 | Des Moines, IA | 50309-2790 | T 515.283.1000 | dorsey.com
INDEX OF BOND TRANSCRIPT
$26,221,000 Sewer Revenue Bond, Series 2025
Closing Date: February 7, 2025
City of Dubuque, Iowa
1. SRF Construction Loan Application
2. Set Date Resolution (October 7, 2024), Affidavit of Publication
3. Hearing Resolution (October 21, 2024)
4. Issuance Resolution (January 21, 2025)
5. Master Resolution (December 15, 2008)
6. Waiver and Consent
7. Closing Certificate
8. Loan and Disbursement Agreement
9. Specimen Bond
10. 8038-G
11. 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
Phase I of the project provides for a new 20 MGD pump station which will be constructed to make incremental adjustments ,to the
pumping capacity, up to a maximum capacity of 30 MGD.
Phase II will construct gravity and force main(s) to connect the new Lift
Station to WRRC. Phase II is planned to start in 2025. Once both phases are completed, this project will remove approximately 80%
of the flow from CCPS and allow the existing 8 MGD Catfish Creek pump station to serve growth areas along the south side of town.
4
October 15, 2024
October 30, 2026
December 18, 2026
4
4
09/26/2024
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
0
349,709.35
735,000
22,760,000
0
other expenses 0
other expenses 0
other expenses 0
other expenses 0
2,276,000
26,120,709.40
0
26,120,709.40
130,603.55
26,251,000
26,251,000
other funding sources 0
other funding sources 0
other funding sources 0
26,251,000
n
n
09/26/2024
Michael C. Van Milligen, City Manager
Discrepancy between this
number and repayment
schedule is based on initiation
fee, which is capped at
$100,000
Dubuque/ 430411-9/1""/2 - Sewer Rev
MINUTES TO SET DATE FOR HEARING
ON ENTERING INTO A LOAN AND
DISBURSEMENT AGREEMENT
430411-9 (N/I)
Dubuque, Iowa
October 7, 2024
The City Council of the City of Dubuque, Iowa, met on October 7, 2024, at 6:30 p.m., at
the Historic Federal Building, 350 W. 61h 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: Resnick, Roussell, Sprank, Farber, Jones, Wethal, Cavanagh
Nays: None.
Whereupon, the Mayor declared the resolution duly adopted as follows:
1-
DORSEY & WHITNEY LLP, ATTORNEYS, DUBUQUE, IOWA
Dubuque/ 430411-9/1'"/2 - Sewer Rev
RESOLUTION NO.311-24
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 $27,000,000
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
27,000,000, 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 October 21, 2024, at 6:30 p.m., at the
Historic Federal Building, 350 W. 61h 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/ 43041 1-9/1'"/a - Sewer Rev
NOTICE OF PROPOSED ACTION TO INSTITUTE
PROCEEDINGS TO ENTER INTO A LOAN AND DISBURSEMENT AGREEMENT
IN A PRINCIPAL AMOUNT NOT TO EXCEED $27,000,000
SEWER REVENUE)
The City Council of the City of Dubuque, Iowa, will meet on October 21, 2024, at 6:30
p.m., at the Historic Federal Building, 350 W. 61h 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
27,000,000 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/ 430411-9/1'"/z - 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 $27,000,000, (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 (iii) 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 October 7, 2024. Attest: City
Clerk
On motion
and vote, the meeting adjourned. Attest: City
Clerk
4- DORSEY &
WHITNEY
LLP, ATTORNEYS, DUBUQUE, IOWA
Dubuque/ 430411-9/l"'/a - 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 131 day of O clo 6zr , 2024.
City Clerk
5-
DORSEY & WHITNEY LLP, ATTORNEYS, DUBUQUE, IOWA
Dubuque/ 430411-9/1 " h - 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: BrO.
O
Cayc no pk , Mayor m i
C r o, Van ! i C e11 , City Manager o- fe
f Loyr so.n , Chief Financial Officer Mrje nn
s ur*e6 &I de-r, City Clerk ern-, Te
r L.al'.Son , City Treasurer 5 wkko
Farber , Council Member/Mayor Pro Tem R C.
J0 /1 CS Council Member QaV: J
R esn i C K Council Member LAUros R
o a rse i 1 Council Member born, V
Spro^ k Council Member Kaly Ue
tho l 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/ 430411-9/1'"/ - 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 31 day of QC7o 6C /` 12024. 04 - - 4, City
Clerk 7-
DORSEY & WHITNEY
LLP,
ATTORNEYS, DUBUQUE, IOWA
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:
Principal Amount
Date Tyne Outstanding Maturity
01/13/10 Revenue Capital Loan Note 337,000.00 6/l/2030
05/31/13 Revenue Capital Loan Note 1,346,000.00 6/l/2030
08/18/10 Revenue Capital Loan Note 39,757,892.79 6/l/2039
08/18/10 Revenue Capital Loan Note 7,744,106.88 6/1/2039
05/17/13 Revenue Capital Loan Note 1,522,000.00 6/l/2033
03/08/19 Revenue Capital Loan Note 222,855.00 6/l/2038
03/08/19 Revenue Capital Loan Note 1,344,313.46 6/l/2038
03/19/21 Revenue Capital Loan Note 349,709.35 3/19/2024
03/19/21 Revenue Capital Loan Note 328,186.65 3/19/2024
03/19/21 Revenue Capital Loan Note 75,285.80 3/19/2024
09/24/21 Revenue Capital Loan Note 277,912.77 9/24/2024
03/03/23 Revenue Capital Loan Note 293,650.00 6/l/2043
01/07/22 Revenue Capital Loan Note 312, 903.02 1/7/2025
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 0j(? / 12024.
City Clerk
Dubuque/ 430411-9/1"'/Z - 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 3 1-dayof OC FO be. (' 52024. City Clerk
Attach here
the publisher's original affidavit with clipping of the notice, as published.) 9- DORSEY &
WHITNEY
LLP, ATTORNEYS, DUBUQUE, IOWA
STATE OF IOWA SS:
DUBUQUE COUNTY
CERTIFICATE OF PUBLICATION
I, Matt McGuire, 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:
10/11/2024
and for which the charge is 31.35
Subscribed to before me, a Notary Public in and for
Dubuque County, Iowa,
this 11th day of October, 2024
A- 2"
Notary C3lic in and for Dubuque County, Iowa.
v,P:AL .„ JANET K. PAPE _
r
q y Commission Number 199659
z ?., r
My Commission Expiies
Iowa 12/11/2025
LB-OK-10 Days
Ad text
CITY OF DUBUQUE, IOWA
OFFICIAL NOTICE
NOTICE OF PROPOSED ACTION TO INSTITUTE
PROCEEDINGS TO ENTER INTO A LOAN AND DISBURSEMENT AGREEMENT
IN A PRINCIPAL AMOUNT NOT TO EXCEED $27,000,000
SEWER REVENUE)
The City Council of the City of Dubuque, Iowa, will meet on
October 21, 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 $27,000,000 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 Citys 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
1t 10/11
Dubuque /430411-9// 2nd ½ Hrg Only Sewer Rev (Old Mill)
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Hearing – Sewer Revenue)
430411-9
Dubuque, Iowa
October 21, 2024
The City Council of the City of Dubuque, Iowa, met on October 21, 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 Cavanagh; Council Members Farber, Jones, Resnick, Roussell, Sprank,
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 Sprank introduced the following
resolution and moved its adoption, seconded by Council Member Farber. The Mayor put the
question upon the adoption of said resolution, and the roll being called, the following Council
Members voted:
Ayes: Wethal, Farber, Resnick, Cavanagh, Roussell, Sprank, Jones.
Nays: None.
Whereupon, the Mayor declared the resolution duly adopted, as follows:
Dubuque / 430411-9 / 2nd % Hrg Only Sewer Rev (Old Mill)
RESOLUTION NO. 340-24
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 $27,000,000, 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 October 21, 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.
2-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-9 / 2nd'h Hrg Only Sewer Rev (Old Mill) Section
3. This resolution shall be in full force and effect immediately upon its adoption
and approval, as provided by law. Passed
and approved October 21, 2024. Attest:
City
Clerk On
motion and vote, the meeting adjourned. Attest:
City
Clerk AA(/'
3-
DORSEY &
WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-9 / 2nd'h Hrg Only Sewer Rev (Old Mill) ATTESTATION
CERTIFICATE: STATE
OF IOWA DUBUQUE
COUNTY SS: CITY
OF DUBUQUE I,
the undersigned, City Clerk of the City of Dubuque, do hereby certify that attached hereto is
a true and correct copy of 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 $27,000,000. WITNESS
MY HAND this 3 1 day of CJc%06,er , 2024. City
Clerk 4-
DORSEY &
WRITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Dubuque / 430411-9 / Series Res (Old Mi11)4875-7009-3042\3
MINUTES OF MEETING TO APPROVE SERIES
RESOLUTION FOR SERIES 2025 BONDS
430411-9 (Old Mill)
Dubuque, Iowa
January 21, 2025
The City Council of the City of Dubuque, Iowa, met on January 21, 2025, at 6:30 p.m., at
the Historic Federal Building, 350 W. 61h 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: r%V11 W
Lcku ro,
Absent:
Cav a h (NArd mcrylv,.s -! Us" Farbc, Rx bcty. J Rf sol:c ,
0nnny SQrN,K, Wy (,)e kI
Council Member RoUSSc 11 introduced the resolution next hereinafter
set out and moved its adoption, seconded by Council Member T n e6 ; 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: e sn: c
Nays:
rnr6cr, Spranj<, i\cussell, vnr5 We}
Whereupon, the Mayor declared said resolution duly adopted, as follows:
On motion and vote, the meeting adjourned.
Dubuque / 43041 l-9 / Series Res (Old Mi11)4875-7009-3042\3
RESOLUTION NO. 24- 25
Series Resolution authorizing and approving a Loan and Disbursement Agreement
and providing for the issuance of $26,221,000 Sewer Revenue Bonds, Series 2025
and other documents related to the Series 2025 Bonds, and amending certain
provisions
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 $27,000, 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 October 21, 2024; and
WHEREAS, the City proposes to issue Sewer Revenue Bonds, Series 2025 (the "Series
2025 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 2025 Bonds shall be deemed to
be Senior SRF Bonds; and
WHEREAS, the obligations of the Issuer under the Series 2025 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 2025 Bonds in evidence thereof in the principal amount of
26,221,000;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa,
as follows:
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa,
as follows:
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 2025 Bonds" means the $26,221,000 Sewer Revenue Bonds, Series
2025, in one or more series.
Closing Date" shall mean the date of delivery of the Series 2025 Bonds, anticipated to
be February 7, 2025, 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
2025 Bonds.
Agreement" means the Loan and Disbursement Agreement between the Issuer and the
Lender related to the Series 2025 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.
Series 2013 Notes" shall mean the Issuer'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.
Series 2013 Note Resolutions" shall mean the resolutions authorizing the issuance of the
Series 2013 Notes, which shall be recognized as Series Resolutions.
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 2025 Bonds. Unless otherwise specified, the
Registrar shall also act as the Paying Agent for the Series 2025 Bonds.
hereof.
Series 2025 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 $26,221,000 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.
Page 510 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
The Mayor, City Clerk and City Treasurer are each authorized to execute and deliver the
Series 2025 Bonds, any and all agreements, documents and instruments required related to the
issuance of the Series 2025 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 2025 Bonds and may be hereinafter
referred to as the "Registrar" or the "Paying Agent" in such capacities.
Section 4. Source of Payment of the Series 2025 Bonds. The Series 2025 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 2025 Bonds Details; Form of Series 2025 Bonds. The Series 2025
Bonds are hereby authorized to be issued in evidence of the obligation of the Issuer under the
Agreement, in the aggregate principal amount of $26,221,000, to be dated the Closing Date, and
bearing interest from the date of each advancement made at the rate of 2.54% per annum (or at
such lower rate as agreed upon by the Lender and set forth in the Series 2025 Bonds and the
Agreement) until payment thereof, as set forth in Exhibit A attached to the Agreement. To the
extent that the Lender determines a lower rate of interest is available for the Series 2025 Bonds
after the adoption of this Series Resolution, the Mayor and City Clerk, with advice from bond
counsel and/or a municipal financial advisor, are hereby authorized to: (i) make such changes to
the Agreement, the Series 2025 Bonds and any related transactional documents as are necessary
to give effect to the lower rate of interest without modification to the principal installment
schedule contemplated herein; and (ii) to execute and deliver such modified documents on behalf
of the Issuer.
The Series 2025 Bonds may be 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 $26,221,000 and numbered R-1.
The Series 2025 Bonds are subject to optional redemption by the Issuer 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 2025 Bonds by the Issuer 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 2025 Bonds). The Series 2025 Bonds are
also subject to mandatory redemption as set forth in Section 5 of the Agreement.
Accrued interest on the Series 2025 Bonds shall be payable semiannually on the first day
of June and December in each year, commencing June 1, 2025. Interest shall be calculated on
the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the
Series 2025 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
4
Page 511 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
registration books. Principal of the Series 2025 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 2025 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 2025 Bonds shall be recorded in the office of the City Treasurer, and the certificate on the
back of each Series 2025 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 2025 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 2025 Bonds, the Issuer also agrees to pay the Initiation Fee and the
Servicing Fee (defined in the Agreement) in accordance with the terms of the Agreement.
The Series 2025 Bonds shall be in substantially the form attached as Exhibit A hereto.
Section 6. Registration of Series 2025 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 2025 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 2025 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 Issuer 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 2025 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 2025 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 Issuer 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 Issuer to accumulate an amount which, in the
s
Page 512 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
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 2025 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 2025 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 2025 Bond Sinking Fund. From and after the issuance of the Series 2025 Bonds
and as long as the Series 2025 Bonds are outstanding, the Issuer shall establish and maintain a
separate fund to be known as the Series 2025 Bond Sinking Fund. The Issuer shall transfer
amounts on deposit in the Revenue Fund into the Series 2025 Bond Sinking Fund for the
payment of interest and principal of the Series 2025 Bonds, on the 1st day of each month
commencing on the I st day of the month immediately succeeding the date of issuance and
delivery of any of the Series 2025 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 2025 Bonds due on the next succeeding date which principal of and/or interest on such
Series 2025 Bonds are due and payable. If for any reason the amount on deposit in the Series
2025 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 2025 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 2025 Bond Sinking Fund shall be used solely for the purpose of
paying principal of and interest on the Series 2025 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 2025 Bonds shall
be issued as Senior SRF Bonds, and the Issuer shall not be required to make any payments into
the Debt Service Reserve Fund under the provisions of this Resolution. The Series 2025 Bonds
shall not be secured by or payable from amounts held in the Debt Service Reserve Fund, and the
holders of the Series 2025 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.
Page 513 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
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. Amendment to Section 8.3 of the Master Resolution; Amendment to
Section 21 of the Series 2013 Note Resolutions: Restrictions on the Incurrence of Senior Bonds.
Section 8.3 of the Master Resolution and Section 21 of the Series 2013 Note Resolutions are
hereby permanently amended, with the consent of the Iowa Finance Authority, the sole owner
and holder of all of the outstanding Sewer Revenue indebtedness of the Issuer, to read as
follows:
Bonds (including refunding Bonds which do not meet the requirements of Section 8.2) may also
be issued on a parity with the Senior Bonds pursuant to a Series Resolution, and the Bonds so
issued shall constitute Senior Bonds. Any Senior Bonds shall not be entitled to priority or
preference one over the other in the application of the Net Revenues of the System, regardless of
the time or times of the issuance of such Senior Bonds, it being the intention of the Issuer that
there shall be no priority among the Senior Bonds, regardless of the fact that they may have been
actually issued and delivered at different times. The Issuer hereby reserves the right and
privilege of issuing Senior Bonds without restriction.
Section 15. Covenants Regarding _ Operation of the S. sue. 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 2025 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 Issuer that interest on the Series 2025 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 Issuer 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 ensure that the interest on the Series 2025 Bonds will remain
excluded from gross income for federal income tax purposes. Any and all of the officers of the
Issuer 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 2025 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 2025 Bonds.
Page 514 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009-3042\3 Section
20. Modification of Resolution Not Requiring the Consent of Owners of Series 2025
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 2025 Bonds, are
hereby ratified and confirmed with respect to the Series 2025 Bonds. Section
21. Modification of Series Resolution Requiring Consent of Owners of Series 2025
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 2025 Bonds, are
hereby ratified and confirmed with respect to the Series 2025 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. 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 January 21, 2025. Attest:
4w- -
0,4ii( City
Clerk a
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
STATE OF IOWA
DUBUQUE COUNTY SS:
CITY OF DUBUQUE
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 $26,221,000 Sewer Revenue
Bonds, Series 2025 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 2025 Bonds.
WITNESS MY HAND this a, day of J-01,, V a/ "/ , 2025.
i
City Clerk
Dubuque / 43041 I-9 / Series Res (Old Mill)4875-7009-3042\3
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 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 2025 Bonds currently
being issued by the City.
WITNESS MY HAND this day of J o U CA , 2025.
City Clerk
10
EXHIBIT A
Form of Series 2025 Bond
UNITED STATES OF AMERICA
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SEWER REVENUE BOND, SERIES 2025
No. R-1 $26,221,000
RATE MATURITY DATE BOND DATE
2.54% June 1, 2046 February 7, 2025
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
TWENTY-SIX MILLION TWO HUNDRED TWENTY-ONE THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and December 1
of each year, commencing June 1, 2025, 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, 2027,
and annually thereafter on June I 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, 2046. 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
Page 518 of 740
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 January 21, 2025, 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; Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024;
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.
WJ
Page 519 of 740
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 SS: CITY TREASURER'S CERTIFICATE
CITY OF DUBUQUE
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
Page 520 of 740
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
TEN - as joint tenants with
right of survivorship and
not as tenants in common
UTMA
Custodian)
As Custodian for
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.
ME"
Page 521 of 740
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due Due
June 1 Amount June I Amount
2027 997,000 2037 1,313,000
2028 1,025,000 2038 1,349,000
2029 1,053,000 2039 1,387,000
2030 1,083,000 2040 1,426,000
2031 1,113,000 2041 1,465,000
2032 1,144,000 2042 1,506,000
2033 1,176,000 2043 1,548,000
2034 1,209,000 2044 1,591,000
2035 1,242,000 2045 1,636,000
2036 1,277,000 2046 1,681,000
A-5
Page 522 of 740
r
This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of Dubuque, Iowa.
Date of Meeting: December 15, 2008
Time of Meeting: 6:30 o'clock P.M.
Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque,
Iowa.
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental
body will meet at the date, time and place above set out. The tentative agenda for said
meeting is as follows:
Master Resolution relating to the issuance of Sewer Revenue Bonds by the
City of Dubuque, Iowa, and authorizing and providing for the issuance and
securing the payment of $2,000,000 Sewer Revenue Capital Loan Notes,
Series 2009A
Such additional matters as are set forth on the additional 9 page(s) attached hereto.
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of said governmental body.
tty Clerk, Dubuque, Iowa
i
1-
December 16, 2008
The City Council of Dubuque, Iowa, met in regular session, in the Historic Federal
Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the above date.
There were present Mayor Roy D. Buol, in the chair, and the following named Council
Members:
Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch,
David Resnick, Dirk Voetberg
Absent: None
2-
Council Member Kevin Lynch introduced the following Resolution entitled
MASTER RESOLUTION RELATING TO THE ISSUANCE OF SEWER REVENUE
CAPITAL LOAN NOTES BY THE CITY OF DUBUQUE UNDER THE PROVISIONS OF
CHAPTER 384 OF THE CODE OF IOWA, AUTHORIZING AND PROVIDING FOR THE
ISSUANCE AND SECURING THE PAYMENT OF $2,000,000 SEWER REVENUE
CAPITAL LOAN NOTES, SERIES 2009A, AND PROVIDING FOR A METHOD OF
PAYMENT THEREOF, AND RELATED MATTERS" and moved that it be adopted.
Council Member Dirk Voetberg seconded the motion to adopt, and the roll being called
thereon, the vote was as follows:
AYES: Braig, Buol, Connors, Jones, Lynch, Resnick, Voetberg
NAYS: None
Whereupon, the Mayor declared said Resolution duly adopted as follows:
RESOLUTION NO. 437-08
MASTER RESOLUTION RELATING TO THE ISSUANCE OF SEWER REVENUE
BONDS BY THE CITY OF DUBUQUE UNDER THE PROVISIONS OF CHAPTER
384 OF THE CODE OF IOWA, AUTHORIZING AND PROVIDING FOR THE
ISSUANCE AND SECURING THE PAYMENT OF $2,000,000 SEWER REVENUE
CAPITAL LOAN NOTES, SERIES 2009A, AND PROVIDING FOR A METHOD OF
PAYMENT THEREOF, AND RELATED MATTERS
WHEREAS, the City Council of the City of Dubuque, Iowa (the "City") has
heretofore established charges, rates and rentals for services which are and will continue
to be collected as system revenues of the Municipal Sewer Utility System; and
WHEREAS, the City of Dubuque proposes to issue the sewer revenue capital
loan notes hereinafter described to pay costs of acquisition, construction, reconstruction,
extending, remodeling, improving, repairing and equipping all or part of the Municipal
Sewer System, including those costs associated with construction of the West 32nd
Street Detention Basin Project; and
3-
WHEREAS, the notice of intention of the Issuer to take action for the issuance of
not to exceed $2,458,000 Sewer Revenue Capital Loan Notes for the foregoing purposes
has heretofore been duly published and no objections to such proposed action have been
filed; and
WHEREAS, the Iowa Finance Authority has agreed to purchase said Notes, under
the Iowa Water Pollution Control Works Financing Program.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF DUBUQUE, AS FOLLOWS:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. The following terms shall have the following meanings
in this Resolution unless the text expressly or by necessary implication requires otherwise:
Agreement" shall mean a Loan and Disbursement Agreement dated as of the
Closing between the City and the Original Purchaser relating to the Loan made to
the City under the SRF Program.
Authorized Denominations" shall mean $5,000 or any integral multiple thereof.
Beneficial Owner" shall mean the person in whose name such Bond is recorded
as the beneficial owner of a Bond by a Participant on the records of such Participant
or such person's subrogee.
Bond Principal and Interest Fund" means the fund by that name established in
Section 6.5 of this Resolution.
Bond Register" means the books maintained by the Registrar for the registration,
transfer and exchange of Bonds.
Bondholder" means the registered owner of one or more Bonds.
Bonds" means any sewer revenue bonds, notes or other obligations authorized by
and authenticated and delivered pursuant to this Resolution and any Series
Resolution, including the Series 2009A Bonds, any other Senior Bonds, and any
Subordinate Bonds.
4-
City Clerk" means the individual presently serving as the City Clerk of the Issuer,
and any successor who may hereafter serve as such officer or be charged with
substantially the same duties and responsibilities.
Code" means the Internal Revenue Code of 1986, as amended, and the applicable
regulations of the Treasury Department proposed or promulgated thereunder.
Costs of Issuance" means issuance costs with respect to any series of Bonds,
including but not limited to the following: underwriters' spread (whether realized
directly or derived through purchase of such Bonds at a discount below the price at
which they are expected to be sold to the public); Credit Facility fees; trustee's fees;
counsel fees (including bond counsel, underwriter's counsel, and any other
specialized counsel fees incurred in connection with the borrowing); fees of any
Financial Advisor to the Issuer incurred in connection with the issuance of the
Bonds; Rating Agency fees; escrow agent and paying agent fees; accountant fees
and other expenses related to issuance of the Bonds; printing costs (for the Bonds
and of the preliminary and final official statement relating to the Bonds); and other
fees and expenses of the Issuer incurred in connection with the issuance of the
Bonds.
Credit Facility" means any letter of credit, insurance policy, guaranty, surety
bond, standby bond purchase agreement, line of credit, revolving credit agreement,
or similar obligation, arrangement, or instrument issued by a bank, insurance
company, or other financial institution which is used by the Issuer to perform one or
more of the following tasks: (i) enhancing the Issuer's credit by assuring owners of
any of the Bonds that Principal of and interest on such Bonds will be paid promptly
when due; (ii) providing liquidity for the owners of Bonds through undertaking to
cause Bonds to be bought from the owners thereof when submitted pursuant to an
arrangement prescribed by the Series Resolution relating to such Bonds; or (iii)
remarketing any Bonds so submitted to the Issuer or Credit Facility Provider for
purchase (whether or not the same Credit Facility Provider is remarketing the
Bonds).
Credit Facility Agreement" means an agreement between the Issuer and a Credit
Facility Provider pursuant to which the Credit Facility Provider issues a Credit
Facility and may include the promissory note or other instrument evidencing the
Issuer's obligations to a Credit Facility Provider pursuant to a Credit Facility
Agreement.
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Credit Facility Provider" means any issuer of a Credit Facility then in effect for
all or part of the Bonds. Whenever in a Series Resolution the consent of the Credit
Facility Provider is required, such consent shall only be required from the Credit
Facility Provider whose Credit Facility is issued with respect to the series of Bonds
for which the consent is required.
Debt Service Requirement" shall mean the total Principal and interest coming
due on Senior Bonds, or all Bonds, as applicable, whether at maturity, on any
Interest Payment Date, or upon mandatory sinking fund redemption in any specified
period; provided, however, that the Debt Service Requirement with respect to any
Bonds shall mean the net amount of principal and interest coming due on such
Bonds after taking into account any so-called "subsidy" (i.e., the amount of
anticipated investment earnings which will accrue on any reserve account relating
to the Bonds and which will reduce the debt service payments of the Issuer with
respect to such Bonds). In addition:
a) With respect to any Bonds secured by a Credit Facility, Debt Service
Requirement shall include (i) any upfront or periodic commission or
commitment fee obligations with respect to such Credit Facility, (ii) the
outstanding amount of any Reimbursement Obligation owed to the
applicable Credit Facility Provider and interest thereon, and (iii) any
remarketing agent fees.
b) The Principal of and interest on Bonds shall be excluded from the
determination of Debt Service Requirement to the extent that (1) the same
were or are expected to be paid with amounts on deposit on the date of
calculation (or Bond proceeds to be deposited on the date of issuance of
proposed Bonds) in the Project Fund, the Debt Service Reserve Fund or a
similar fund for Subordinate Bonds or (2) cash or non-callable Government
Obligations are on deposit in an irrevocable escrow or trust account in
accordance with Section 9.1 hereof (or a similar escrow or trust account for
Subordinate Bonds) and such amounts (including, where appropriate, the
earnings or other increment to accrue thereon) are required to be applied to
pay Principal or interest and are sufficient to pay such Principal or interest.
Debt Service Reserve Fund" means the fund by that name established in Section
6.6 of this Resolution.
Debt Service Reserve Requirement" means the amount determined to be a
reasonable reserve for the payment of Principal of and interest on Senior Bonds
other than Senior SRF Bonds), which amount shall be the least of (a) 10% of the
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stated Principal amount of the Senior Bonds (other than Senior SRF Bonds), (b) the
maximum annual Principal and interest requirements on the Senior Bonds (other
than Senior SRF Bonds) (determined as of the issue date of each series of such
Senior Bonds), or (c) 125% of the average annual Principal and interest
requirements on the Senior Bonds (other than Senior SRF Bonds) (determined as of
the issue date of each series of such Senior Bonds). If the aggregate initial offering
price of a series of Bonds to the public is less than 98% or more than 102% of par,
such offering price shall be used in lieu of the stated Principal amount.
Notwithstanding the foregoing, the Debt Service Reserve Requirement, if any, in
connection with any Senior SRF Bonds or any Subordinate Bonds shall be as
provided in the Series Resolution authorizing the issuance of such Senior SRF
Bonds or such Subordinate Bonds.
Depository Bonds" shall mean the Bonds as issued in the form of one global
certificate for each maturity, registered in the Bond Register maintained by the
Registrar in the name of DTC or its nominee.
DTC" shall mean The Depository Trust Company, New York, New York, a
limited purpose trust company, or any successor book-entry securities depository
appointed for the Bonds.
Financial Advisor" means a financial advisory firm appointed by the Governing
Body for the purpose of assisting the Issuer with the structuring and offering of
Bonds, SRF Bonds, Subordinate Bonds or other obligations.
Fiscal Year" shall mean the twelve-month period beginning on July 1 of each year
and ending on the last day of June of the following year, or any other consecutive
twelve-month period adopted by the Governing Body or by law as the official
accounting period of the System. Requirements of a Fiscal Year as expressed in
this Resolution shall exclude any payment of principal or interest falling due on the
first day of the Fiscal Year and include any payment of principal or interest falling
due on the first day of the succeeding Fiscal Year.
Governing Body" shall mean the City Council of the Issuer, or its successor in
function with respect to the operation and control of the System.
Government Obligations" means (a) direct obligations of the United States of
America for the full and timely payment of which the full faith and credit of the
United States of America is pledged or (b) obligations issued by an agency
controlled or supervised by and acting as an instrumentality of the United States of
America, the full and timely payment of the principal of and the interest on which is
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fully and unconditionally guaranteed as a full faith and credit obligation of the
United States of America (including any- securities described in (a) or (b) issued or
held in book-entry form on the books of the Department of the Treasury of the
United States of America), which obligations, in either case, (i) are not subject to
redemption or prepayment prior to maturity except at the option of the holder of
such obligations and (ii) may include U.S. Treasury Trust Receipts.
Gross Revenues" shall mean all rents, profits, fees, charges and income derived
directly from the operation of the System, including Investment Earnings.
Independent Auditor" shall mean an independent firm of certified public
accountants or the Auditor of the State of Iowa.
Interest Payment Date" means each date on which interest is to become due on
any Bonds, as established in the Series Resolution for such Bonds, and with respect
to the Series 2009A Bonds, shall be as specified in Section 2.2 hereof.
Investment Earnings" means all interest received on and profits derived from
investments of moneys in all funds and accounts of the Issuer established
hereunder, other than investments derived from or with respect to (i) all funds and
accounts established in connection with SRF Bonds and (ii) those funds or accounts
established within or as part of the Project Fund or the Rebate Fund.
Issuer" shall mean the City of Dubuque, Iowa.
Loan" shall mean the principal amount allocated by the Original Purchaser to the
City under the SRF Program in respect of the Series 2009A Project, equal in
amount to the principal amount of the Series 2009A Bonds.
Maximum Annual Debt Service Requirement" means the maximum amount of
Debt Service Requirements as computed for the then current or any future Fiscal
Year.
Net Revenues" shall mean Gross Revenues of the System after provision for
payment of ali Operation and Maintenance Expenses.
Operation and Maintenance Expenses" shall mean the reasonable necessary
current expenses paid or accrued in operating and maintaining the System as
determined in accordance with generally accepted accounting principles, including
but not limited to (a) costs, including a reserve for bad debts of collecting Gross
Revenues and making refunds; (b) engineering, audit reports, legal and
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administrative expenses; (c) salaries, wages, benefits and other compensation; (d)
costs of routine repairs, replacements and renewals; (e} costs of utility services; (f)
general administrative overhead, marketing or advertising; (g) losses from the sale,
abandonment, reclassification or other disposition of any property of the System;
h) material and supplies used in the ordinary course of business; (i) contractual and
professional services; (j) costs of insurance and fidelity bonds; (k} costs of carrying
out provisions of the Resolution; (1) expenditures which do not exceed the standards
for capitalization under the Issuer's accounting basis; and (m} all. other routine costs
and expenses. The term "Operation and Maintenance Expense" shall not include
any allowance for depreciation or amortization, any debt service or the costs
associated with early extinguishment of debt, nor any other accounting charges
which are not payable from Gross Revenues.
Operation and Maintenance Fund" means the fund by that name established in
Section 6.4 of this Resolution.
Original Purchaser" shall mean the Iowa Finance Authority, as purchaser of the
Series 2009A Bonds from the Issuer at the time of their original issuance.
Outstanding" shall mean, as of a particular date, all such Bonds theretofore and
thereupon delivered except: (a) any such Bond cancelled by or on behalf of the
Issuer on or before said date; (b) any such Bond defeased pursuant to Section 9.1 of
this Resolution or of the Series Resolution authorizing its issuance, or otherwise
defeased as permitted by applicable law; and (c) any such Bond in lieu of or in
substitution for which another bond shall have been delivered pursuant to the Series
Resolution authorizing the issuance of such Bond.
Outstanding Interim Loan" shall mean the $253,850 Sewer Revenue Capital
Loan Note Anticipation Project Note, Series 20.06, dated December 28, 2006. The
Outstanding Interim Loan shall be deemed to be a Subordinate SRF Bond under this
Resolution.
Participants" shall mean those broker-dealers, banks and other financial
institutions for which DTC holds Bonds as securities depository.
Paying Agent" shall mean Wells Fargo Bank, National Association, or such
successor as may be approved by the Issuer as provided herein and who shall carry
out the duties prescribed herein as the Issuer's agent to provide for the payment of
principal of and interest on the Bonds as the same shall become due.
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Permitted Investments" shall mean those obligations in which the Issuer is
permitted to invest moneys of the Issuer under applicable law and the Issuer's then-
prevailing Investment Policy, as amended from time to time.
Principal" means the principal amount of such Bond.
Principal Maturity Date" means each date on which Principal is to become due
on any Bonds, by maturity or mandatory sinking fund redemption, as established in
the Series Resolution for such Bonds.
Project" shall mean the acquisition, construction, reconstruction, extension,
improvement, repairing and equipping of any part of the System, in whole or in part
with the proceeds of a series of Bonds.
Project Costs" with respect to any Project shall mean costs including the
following:
a) obligations of the Issuer for labor and materials in connection with
the construction, installation and equipping of the Project;
b) the cost of contract bonds and insurance of all kinds that may be
required or necessary during the construction of the Project;
c) all costs of architectural and engineering services, including the costs
of the Issuer for test borings, surveys, estimates, plans and specifications and
preliminary investigation therefor, and for supervising construction, as well
as for the performance of all other duties required by or consequent upon the
proper construction of the Project;
d) all expenses incurred in connection with the issuance of Bonds,
including without limitation compensation and expenses of any trustee,
Registrar and Paying Agents, expenses of the Issuer, legal and accounting
expenses and fees, costs of printing and engraving, recording and filing fees,
compensation of underwriters, Rating Agency fees, costs of financial
services, and accrued interest on the Bonds;
e) all sums required to reimburse the Issuer for advances made by it for
any of the above items or for any other costs incurred and for work done,
whether before or after the adoption of the Series Resolution, which are
properly chargeable to the Project; and
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f) all other components of cost of labor, materials, machinery, and
equipment and financing charges attributable to the Project to the extent
permitted by law.
Project Fund" shall mean the fund by that name established in Section 5.1 of this
Resolution.
Rating" means a rating in one of the categories by a Rating Agency, disregarding
pluses, minuses, and numerical gradations.
Rating Agencies" or "Rating Agency" means Fitch, Inc., Moody's Investors
Service, Inc., and Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., or any successors thereto and any other nationally recognized credit rating
agency then maintaining a rating on any Bonds at the request of the Issuer. If at any
time a particular Rating Agency does not have a rating outstanding with respect to
the relevant Bonds, then a reference to Rating Agency or Rating Agencies shall not
include such Rating Agency.
Rebate Fund" means the fund by that name established in Section 6.10 of this
Resolution.
Registrar" shall mean Wells Fargo Bank, National Association, 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
Bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent
for the Bonds.
Reimbursement Obligation" means the obligation of the Issuer to directly
reimburse any Credit Facility Provider for amounts paid by such Credit Facility
Provider under a Credit Facility, whether or not such obligation to so reimburse is
evidenced by a promissory note or other similar instrument.
Representation Letter" shall mean the Blanket Issuer Letter of Representations
executed by the Issuer and previously delivered to DTC.
Resolution" shall mean this Master Resolution of the Governing Body, as it may
from time to time be modified, supplemented or amended by Supplemental
Resolutions.
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Revenue Fund" means the fund by that name established in Section 6.2 of this
Resolution for the deposit of all Gross Revenues.
Senior Bonds" means the Series 2009A Bonds and any other Bonds, including
other Senior SRF Bonds, issued with a right to payment and secured by a lien on the
Net Revenues on a parity with the Series 2009A Bonds pursuant to Section 8.3
except with respect to any Credit Facility which may be available only to one or
more series of Senior Bonds and except that Senior SRF Bonds shall not be secured
by the Debt Service Reserve Fund).
Senior SRF Bonds" means the Series 2009A Bonds and any other SRF Bonds
which are issued as Senior Bonds (except with respect to any Credit Facility which
may be available only to one or more series of Senior Bonds and except that Senior
SRF Bonds shall not be secured by the Debt Service Reserve Fund).
Series 2009A Bonds" shall mean the $2,000,000 Sewer Revenue Capital Loan
Notes, Series 2009A, dated the date of delivery, authorized to be issued pursuant to
this Resolution.
Series 2009A Costs of Issuance Account" means the account by that name
within the Project Fund established in Section 5.1 of this Resolution.
Series 2009A Project" means the acquisition, construction, reconstruction,
extending, remodeling, improving, repairing and equipping all or part of the
Municipal Sewer System, including those costs associated with construction of the
West 32nd Street Detention Basin Project being funded with the proceeds of the
Series 2009A Bonds.
Series Resolution" means a resolution or resolutions of the Governing Body
which may be supplemented by one or more resolutions) to be adopted prior to and
authorizing the issuance and delivery of any series of Bonds. This Resolution shall
constitute the Series Resolution for the Series 2009A Bonds. Such a Series
Resolution as supplemented shall establish the date or dates of the pertinent series
of Bonds, the schedule of maturities of such Bonds, the name of the purchaser(s) of
such series of Bonds, the purchase price thereof, the rate or rates of interest to be
borne thereby, whether fixed or variable, the interest payment dates for such Bonds,
the terms and conditions, if any, under which such Bonds may be made subject to
redemption (mandatory or optional} prior to maturity, the form of such Bonds, and
such other details as the Issuer may determine.
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Sinking Fund" shall mean the Bond Principal and Interest Fund established in
Section 6.5 of this Resolution.
SRF Bonds" shall mean such bonds, notes or other obligations as may be issued
in connection with the Issuer's participation in the SRF Program, which SRF Bonds
may be Senior SRF Bonds or Subordinate SRF Bonds.
SRF Program" shall mean the Iowa Water Pollution Control Works Financing
Program administered by the Iowa Finance Authority and Iowa Department of
Natural Resources.
State" shall mean the State of Iowa.
Subordinate Bond Fund" means the fund by that name established in Section 6.7
of this Resolution.
Subordinate Bonds" means Bonds, including Subordinate SRF Bonds, issued
with a right to payment from the Net Revenues and secured by a lien on the Net
Revenues expressly junior and subordinate to the Senior Bonds.
Subordinate SRF Bonds" means the Outstanding Interim Loan and any other
SRF Bonds which are issued as Subordinate Bonds.
Supplemental Resolution" means any Series Resolution and any modification,
amendment or supplement to this Resolution (other than a Series Resolution).
Surplus Fund" means the fund by that name established in Section 6.8 of this
Resolution.
System" shall mean the municipal sewer system utility of the Issuer and all
properties of every nature hereinafter owned by the Issuer comprising part of or
used as a part of the System, including all wastewater treatment facilities, sanitary
sewers, force mains, pumping stations and all related property and improvements
and extensions made by Issuer while any of the Bonds remain outstanding; all real
and personal property; and all appurtenances, contracts, leases, franchises and other
intangibles.
Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed
by the Treasurer and delivered at the time of issuance and delivery of the Series
2009A Bonds.
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Treasurer" shall mean the City Treasurer or such other officer of the Issuer as
shall succeed to the same duties and responsibilities with respect to the recording
and payment of the Bonds issued hereunder.
Trustee" shall mean Wells Fargo Bank, National Association, with its principal
office located in the City of Des Moines, Iowa, and its successors and any
corporation resulting from or surviving any consolidation or merger to which it or
its successors may be a party and any successor trustee under the Program.
U.S. Treasury Trust Receipts" means receipts or certificates which evidence an
undivided ownership interest in the right to the payment of portions of the principal
of or interest on obligations described in clauses (a) or (b) of the term Government
Obligations, provided that such obligations are held by a bank or trust company
organized under the laws of the United States acting as custodian of such
obligations, in a special account separate from the general assets of such custodian.
ARTICLE II
THE BONDS
Section 2.1. Authority. The Bonds authorized by this Resolution shall be issued
pursuant to Chapter 384 of the Code of Iowa, and in compliance with all applicable
provisions of the Constitution and laws of the State of Iowa. The Bonds may be issued
and sold from time to time in one or more series, may be designated "Sewer Revenue
Bonds" or "Sewer Revenue Capital Loan Notes," and shall be in substantially the form set
forth in the related Series Resolution, but such variations, omissions, substitutions, and
insertions may be made therein, and such particular series designation, legends, or text
may be endorsed thereon, as may be necessary or appropriate to conform to and as
required or permitted by this Resolution and any Series Resolution or as may be necessary
or appropriate to comply with applicable requirements of the Code.
The Series 2009A Bonds authorized pursuant to Section 2.2 shall constitute the
initial series of Bonds issued and delivered under, and secured by, this Resolution. As set
forth in Section 8.8(b) hereof, the Outstanding Interim Loan shall be deemed to be a
Subordinate SRF Bond under the terms hereof. Additional Senior Bonds may be issued
from time to time as provided in, and subject to the limitations set forth in Section 8.3.
Subordinate Bonds may be issued from time to time as provided in, and subject to the
limitations set forth in, Section 8.4.
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Unless otherwise provided in a Series Resolution, each authenticated- Bond shall
bear interest from its dated date. Each Bond shall bear interest on overdue Principal at the
rate borne by such Bond until the Principal balance thereof is paid in full.
Unless otherwise provided in a Series Resolution, the Bonds shall be issued in fully
registered form in Authorized Denominations and shall be dated as provided in the
pertinent Series Resolution.
The Principal of, premium, if any, and interest on the Bonds shall be payable in any
coin or currency of the United States of America which, at the respective dates of payment
thereof, is legal tender for the payment of public and private debts.
The Bonds and the Registrar's Certificate of Authentication shall be in substantially
the form set forth in the Series Resolution pursuant to which such series of Bonds are
issued.
Section 2.2. Series 2009A Bonds -Authorization and Purpose. Pursuant to
Sections 384.24A and 384.82 of the Code of Iowa, there are hereby authorized to be
issued, negotiable, serial, fully registered $2,000,000 Sewer Revenue Capital Loan Notes,
Series 2009A, for the purpose of paying costs of acquisition, construction, reconstruction,
extending, remodeling, improving, repairing and equipping all or part of the Municipal
Sewer System, including those costs associated with construction of the West 32nd Street
Detention Basin Project, and paying related Costs of Issuance. The Agreement is
authorized to be executed and issued on behalf of the City by the Mayor and attested by
the City Clerk.
The Series 2009A Bonds shall be issued to evidence the obligations of the City
under the Agreement pursuant to the provisions of Sections 384.24A and 384.82 of the
City Code of Iowa for the aforesaid purpose. The Senior 2009A Bonds shall be
designated "CITY OF DUBUQUE, IOWA, SEWER REVENUE CAPITAL LOAN
NOTES, SERIES 2009A", be dated the date of delivery, and bear interest at the rate of
3.00% per annum from the date of each advancement made under the Agreement, until
payment thereof, at the office of the Paying Agent, said interest payable on June 1, 2009,
and semi-annually thereafter on the 1st day of June and December in each year until
maturity as set forth on the debt service schedule attached to the Agreement as Exhibit B
and incorporated herein by this reference. As set forth on said debt service schedule,
principal shall be payable on June 1, 2009 and annually thereafter on the 1st day of June in
the amounts set forth therein until principal and interest are fully paid, except that.the final
installment of the entire balance of principal and interest, if not sooner paid, shall become
due and payable on June 1, 2028. Notwithstanding the foregoing or any other provision
hereof, principal and interest shall be payable as shown on said debt service schedule until
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completion of the Series 2009A Project, at which time the final debt service schedule shall
be determined by the Trustee based upon actual advancements, final costs and completion
of the Series 2009A Project, all as provided in the administrative rules governing the SRF
Program. Payment of principal and interest on the Series 2009A Bonds shall at all times
conform to said debt service schedule and the rules of the SRF Program.
The Series 2009A Bonds and the Registrar's Certificate of Authentication shall be
in substantially the form set forth in Exhibit A attached hereto, with such variations,
omissions, substitutions and insertions as are required or permitted by this Resolution.
The Series 2009A Bonds shall be executed by the manual or facsimile signature of
the Mayor and attested by the manual or facsimile signature of the City Clerk, and shall be
fully registered as to both principal and interest as provided in this Resolution; principal,
interest and premium, if any shall be payable at the office of the Paying Agent by mailing
of a check, wire transfer or automated clearing house system transfer to the registered
owner of the Bond. The Series 2009A Bonds shall be in the denomination of $1,000 or
multiples thereof and may at the request of the Original Purchaser be initially issued as a
single Note in the denomination of $2,000,000 and numbered R-1.
In addition to the payment of principal of and interest on the Series 2009A Bonds,
the Issuer also agrees to pay the Initiation Fee and the Servicing Fee as defined and in
accordance with the terms of the Agreement.
Section 2.3. Issuance of Bonds in Book-Entry Form; Replacement Bonds.
a) Notwithstanding the other provisions of this Resolution regarding
registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer
determines in a Series Resolution to permit the exchange of Depository Bonds for Bonds
in the Authorized Denominations, the Bonds shall be issued as Depository Bonds in
denominations of the entire principal amount of each maturity of Bonds (or, if a portion of
said principal amount is prepaid, said principal amount less the prepaid amount); and such
Depository Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
Payment of semi-annual interest for any Depository Bond shall be made by wire transfer
or New York Clearing House or equivalent next day funds to the account of Cede & Co.
on the interest payment date for the Bonds at the address indicated in or pursuant to the
Representation Letter.
b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent
shall have any responsibility or obligation to any Participant or to any Beneficial Owner.
Without limiting the immediately preceding sentence, neither the Issuer nor the Paying
Agent shall have any responsibility or obligation with respect to (i) the accuracy of the
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records of DTC or its nominee or of any Participant with respect to any ownership interest
in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other
person, other than DTC or its nominee, of any notice with respect to the Bonds, (iii) the
payment to any Participant, any Beneficial Owner or any other person, other than DTC or
its nominee, of any amount with respect to the principal of, premium, if any, or interest on
the Bonds, or (iv) the failure of DTC to provide any information or notification on behalf
of any Participant or Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC
or its nominee to be, the absolute owner of each Bond for the purpose of payment of the
principal of, premium, if any, and interest on such Bond, for the purpose of all other
matters with respect to such Bond, for the purpose of registering transfers with respect to
such Bonds, and for all other purposes whatsoever (except for the giving of certain
Bondholder consents, in accordance with the practices and procedures of DTC as may be
applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and
interest on the Bonds only to or upon the order of the Bondholders as shown on the Bond
Register, and all such payments shall be valid and effective to fully satisfy and discharge
the Issuer's obligations with respect to the principal of, premium, if any, and interest on
the Bonds to the extent so paid. Notwithstanding the provisions of this Resolution to the
contrary (including without limitation those provisions relating to the surrender of Bonds,
registration thereof, and issuance in Authorized Denominations), as long as the Bonds are
Depository Bonds, full effect shall be given to the Representation Letter and the
procedures and practices of DTC thereunder, and the Paying Agent shall comply
therewith.
c) Upon (i) a determination by the Issuer that DTC is no longer able to carry
out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC
that the Bonds are no longer eligible for its depository services or (iii) a determination by
the Paying Agent that DTC has resigned or discontinued its services for the Bonds, if such
substitution is authorized by law, the Issuer shall (A) designate a satisfactory substitute
depository as set forth below or, if a satisfactory substitute is not found, (B) provide for
the exchange of Depository Bonds for replacement Bonds in Authorized Denominations.
d) To the extent authorized by law, if the Issuer determines to provide for the
exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall
so notify the Paying Agent and shall provide the Registrar with a supply of executed
unauthenticated Bonds to be so exchanged. The Registrar shall thereupon notify the
owners of the Bonds and provide for such exchange, and to the extent that the Beneficial
Owners are designated as the transferee by the owners, the Bonds will be delivered in
appropriate form, content and Authorized Denominations to the Beneficial Owners, as
their interests appear.
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e) Any substitute depository shall be designated in writing by the Issuer to the
Paying Agent. Any such substitute depository shall be a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended.
The substitute depository shall provide for (i) immobilization of the Depository Bonds,
ii) registration and transfer of interests in Depository Bonds by book entries made on
records of the depository or its nominee and (iii} payment of principal of, premium, if any,
and interest on the Bonds in accordance with and as such interests may appear with
respect to such book entries.
Section 2.4. Registration of Bonds; Appointment of Registrar; Transfer;
Ownership; and Cancellation.
a) Registration. The ownership of Bonds may be transferred only by the
making of an entry upon the books kept for the registration and transfer of ownership of
the Bonds, and in no other way. The Treasurer is hereby appointed as Bond Registrar for
the Series 2009A Bonds under the terms of this Resolution. Registrar shall maintain the
books of the Issuer for the registration of ownership of the Bonds for the payment of
principal of and interest on the Bonds as provided in this Resolution or the applicable
Series Resolution. All Bonds shall be negotiable as provided in Article 8 of the Uniform
Commercial Code, subject to the provisions for registration and transfer contained in the
Bonds and in this Resolution or the applicable Series Resolution.
b) Transfer. The ownership of any Bond may be transferred only upon the
Bond Register kept for the registration and transfer of Bonds and only upon surrender
thereof at the office of the Registrar together with an assignment duly executed by the
holder or his duly authorized attorney in fact in such form as shall be satisfactory to the
Registrar, along with the address and social security number or federal employer
identification number of such transferee (or, if registration is to be made in the name of
multiple individuals, of all such transferees). In the event that the address of the registered
owner of a Bond (other than a registered owner which is the nominee of the broker or
dealer in question) is that of a broker or dealer, there must be disclosed on the Bond
Register the information pertaining to the registered owner required above. Upon the
transfer of any such Bond, a new fully registered Bond, of any denomination or
denominations permitted by this Resolution or the applicable Series Resolution in
aggregate principal amount equal to the unmatured and unredeemed principal amount of
such transferred fully registered Bond, and bearing interest at the same rate and maturing
on the same date or dates shall be delivered by the Registrar.
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c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds,
the Registrar shall register the Bonds, at the earliest practicable time, on the Bond Register
in accordance with the provisions of this Resolution or the applicable Series Resolution.
d) Ownership. As to any Bond, the person in whose name the ownership of the
same shall be registered on the Bond Register of the Registrar shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of or on account of
the principal of any such Bonds and the premium, if any, and interest thereon shall be
made only to or upon the order of the registered owner thereof or his legal representative.
All such payments shall be valid and effectual to satisfy and discharge the liability upon
such Bond, including the interest thereon, to the extent of the sum or sums so paid.
e) Cancellation. All Bonds which have been redeemed shall not be reissued
but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar
shall be destroyed and a certificate of the destruction thereof shall be furnished promptly
to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the
cancelled Bonds to the Issuer.
f) Non-Presentment of Bonds. In the event any payment check representing
payment of principal of or interest on the Bonds is returned to the Paying Agent or is not
presented for payment of principal at the maturity or redemption date, if funds sufficient
to pay such principal of or interest on Bonds shall have been made available to the Paying
Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof
for such interest or payment of such Bonds shall forthwith cease, terminate and be
completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such
funds, without liability for interest thereon, for the benefit of the owner of such Bonds
who shall thereafter be restricted exclusively to such funds for any claim of whatever
nature on his part under this Resolution or the applicable Series Resolution or on, or with
respect to, such interest or Bonds. The Paying Agent's obligation to hold such funds shall
continue for a period equal to two years and six months following the date on which~such
interest or principal became due, whether at maturity, or at the date fixed for redemption
thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds
so held to the Issuer, whereupon any claim under this Resolution or the applicable Series
Resolution by the owners of such interest or Bonds of whatever nature shall be made upon
the Issuer.
Section 2.5. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case
any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer
shall at the request of Registrar authenticate and deliver a new Bond of like tenor and
amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution
for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of
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and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar
evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen
or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with
satisfactory indemnity and complying with such other reasonable regulations as the Issuer
or its agent may prescribe and paying such expenses as the Issuer may incur in connection
therewith.
Section 2.6. Record Date. Payments of principal and interest, otherwise than
upon full redemption, made in respect of any Bond, shall be made to the registered holder
thereof or to their designated agent as the same appear on the books of the Registrar on the
15th day preceding the payment date. All such payments shall fully discharge the
obligations of the Issuer in respect of such Bonds to the extent of the payments so made.
Payment of principal shall only be made upon surrender of the Bond to the Paying Agent.
Section 2.7. Execution, Authentication and Delivery of the Series 2009A
Bonds. Upon the adoption of this Resolution, the Mayor and City Clerk shall execute and
deliver the Series 2009A Bonds to the Registrar, who shall authenticate the same and
deliver the same to or upon order of the Original Purchaser. No such Bond shall be valid
or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless
the Registrar shall duly endorse and execute on such Bond a Certificate of Authentication
substantially in the form of the Certificate herein set forth. Such Certificate upon any such
Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so
authenticated has been duly issued under this Resolution and that the holder thereof is
entitled to the- benefits of this Resolution.
Section 2.8. Right to Name Substitute Paying Agent or Registrar. Issuer
reserves the right to name a substitute, successor Registrar or Paying Agent for any Bonds
upon giving prompt written notice to each registered Bondholder.
ARTICLE III
REDEMPTION OF BONDS
Section 3.1. Optional and Mandatory Redemption. (a) Redemption Generally.
The Bonds shall be subject to optional and mandatory redemption as provided in the
Series Resolution pursuant to which such series of Bonds are issued.
b) Optional Redemption of Series 2009A Bonds. The Series 2009A Bonds are
subject to optional redemption at a price of par plus accrued interest (i) on any date upon
receipt of written consent of the Original Purchaser or (ii) in the event that all or
substantially all of the Series 2009A Project is damaged or destroyed. Any optional
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redemption of the Series 2009A Bonds may be made from any funds regardless of source,
in whole or from time to time in part, in inverse order of maturity, by giving not less than
thirty (30) days notice of redemption by certified or registered mail to the Original
Purchaser (or any other registered owner of the Series 2009A Bonds). The terms of
redemption shall be par, plus accrued interest to date of call. The Series 2009A Bonds are
also subject to mandatory redemption as set forth in Section 5 of the Agreement.
Section 3.2. Notice of Redemption. Unless waived by any registered owner of
Bonds to be redeemed and except as may be otherwise provided in a Series Resolution,
official notice of any such redemption shall be given by the Registrar of the Bonds to be
redeemed on behalf of the Issuer by mailing a copy of an official redemption notice by
first class mail, at least 30 days prior to the date fixed for redemption to the registered
owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or
at such other address as is furnished in writing by such registered owner to the Registrar.
All official notices of redemption shall be dated, shall contain the complete official
name of the Bond issue, and shall state:
1) the redemption date;
2) the redemption price;
3) the interest rate, maturity date and CUSIP numbers of the Bonds being
redeemed;
4) if less than all the Outstanding Bonds are to be redeemed, the Bond
numbers, and, where part of the Bonds evidenced by one Bond certificate are being
redeemed, the respective Principal amounts of such Bonds to be redeemed;
5) that on the redemption date the redemption price will become due and
payable upon each such Bond or portion thereof called for redemption and that interest
thereon shall cease to accrue from and after such date; and
6) the place where such Bonds are to be surrendered for payment of the
redemption price (which place of payment shall be the principal payment office of the
Paying Agent or at such other office designated by the Paying Agent for such purpose)
and the name, address, and telephone number of a person or persons at the Paying Agent
who may be contacted with respect to .the redemption.
Any notice of an optional redemption of any Bonds (pursuant to Section 3.1(b) of
this resolution or any other Series Resolution) may specify that the redemption is
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contingent upon the deposit of moneys with the Paying Agent in an amount sufficient to
pay the redemption price (which price shall include the redemption premium, if any) of all
the Bonds or portions of Bonds which are to be redeemed on that date.
Prior to any redemption date, the Issuer shall deposit with the Paying Agent an
amount of money sufficient to pay the redemption price of all the Bonds or portions of
Bonds which are to be redeemed on that date.
For so long as DTC is effecting book-entry transfers of the Bonds, the Registrar
shall provide the notices specified in this Section to DTC. It is expected that DTC shall,
in turn, notify its Participants and that the Participants, in turn, will notify or cause to be
notified the Beneficial Owners. Any failure on the part of DTC or a Participant, or failure
on the part of a nominee of a Beneficial Owner of a Bond (having been mailed notice
from the Registrar, a Participant or otherwise) to notify the Beneficial Owner of the Bond
so affected, shall not affect the validity of the redemption of such Bond.
Any defect in any notice of redemption shall not affect the validity of proceedings
for redemption of the Bonds.
Section 3.3. Effect of Notice of Redemption. Official notice of redemption
having been given in the manner and under the conditions provided in this Article and
moneys for payment of the redemption price being held by the Paying Agent as provided
in the Series Resolution, the Bonds or portions of Bonds called for redemption shall, on
the redemption date designated in such notice, become and be due and payable at the
redemption price provided for redemption of such Bonds or portions of Bonds on such
date, and from and after such date interest on the Bonds or portions of Bonds called for
redemption shall cease to accrue, such Bonds or portions of Bonds shall cease to be
entitled to any lien, benefit, or security under the Series Resolution, and the owners of
such Bonds or portions of Bonds shall have no rights in respect thereof except to receive
payment of the redemption price thereof. Upon surrender for partial redemption of any
Bond, there shall be prepared for and delivered to the registered owner a new Bond or
Bonds of the same series, maturity, and interest rate in the amount of the unpaid Principal.
Section 3.4. Redemption Among Series. Subject to the redemption provisions of
any Series Resolution, the Issuer in its discretion may redeem the Bonds of any series, or a
portion of the Bonds of any such series, before it redeems the Bonds of any other series.
Within any particular series, any redemption of Bonds shall be effected in the manner
provided in this Resolution and in any Series Resolution.
Section 3.5. Selection of Bonds to be Redeemed. If less than all of the Bonds of
like maturity of any series shall be called for redemption, the particular Bonds, or portions
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of Bonds, to be redeemed shall be selected by the Paying Agent in such equitable manner
as the Paying Agent may determine. The portion of any Bond of a denomination of more
than $5,000 to be redeemed shall be in the Principal amount of $5,000 or an integral
multiple thereof, and, in selecting portions of such Bonds for redemption, the Issuer shall
treat each such Bond as representing that number of Bonds which is obtained by dividing
the Principal of such Bond to be redeemed in part by $5,000.
Section 3.6. Purchase in Ouen Market. Nothing herein contained shall be
construed to limit the right of the Issuer to purchase with any excess moneys in the
Sinking Fund (i.e., moneys not needed in the then current Fiscal Year to pay Principal of
and interest on any Senior Bonds) and for Sinking Fund purposes, any Senior Bonds in the
open market. Any such Senior Bonds so purchased shall not be reissued and shall be
cancelled.
ARTICLE IV
APPLICATION OF PROCEEDS
Section 4.1. Apulication of Series 2009A Bond Proceeds. The proceeds of the
Series 2009A Bonds shall be applied as follows:
i) An amount sufficient to pay Costs of Issuance of the Series 2009A Bonds
shall be deposited into the Series 2009A Costs of Issuance Account.
ii) The balance of the proceeds shall be deposited in the Series 2009A Account
of the Project Fund and applied to pay Project Costs of the Series 2009A
Project.
ARTICLE V
PROJECT FUND
Section 5.1. Project Fund. There is hereby established a Project Fund and within
the Project Fund, there shall be established a separate account for each Project and a
separate Costs of Issuance Account for each series of Bonds issued under a Series
Resolution; provided, however, that in the case of the Series 2009A Bonds and any other
SRF Bonds, the Project Fund shall mean the Loan Account maintained by the Trustee
under the SRF Program for the benefit of the City, into which the proceeds of the Loan
and the Series 2009A Bonds shall be allocated and held until disbursed to pay Project
Costs of the Series 2009A Bonds.
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Except as may be otherwise provided herein or in the Series Resolution authorizing
the issuance of SRF Bonds, moneys in the Project Fund shall be held as may from time to
time be designated by the Issuer, and applied to the payment of the Project Costs, or for
the repayment of advances made for that purpose in accordance with and subject to the
provisions and restrictions set forth in this Article. The Issuer covenants that it will not
cause or permit to be paid from the Project Fund any sums except in accordance with such
provisions and restrictions; provided, however, that any moneys in the Project Fund not
presently needed for the payment of current obligations during the course of construction
may be invested in Permitted Investments maturing not later than (i) the date upon which
such moneys will be needed or (ii) 36 months from the date of purchase, in either case
upon direction of the Treasurer. Any such investments shall be held in trust for the
account of the Project Fund until maturity or until sold, and at maturity or upon such sale
the proceeds received therefrom including accrued interest and premium, if any, shall be
immediately deposited in the Project Fund and shall be disposed of in the manner and for
the purposes provided in the Resolution. At such time as all Costs of Issuance have been
paid, and in any case not later than 6 months after the date of issuance of the applicable
series of Bonds, any money in a Costs of Issuance Account shall be transferred to the
applicable account of the Project Fund.
Section 5.2. Funds Remaining on Completion of Projects. For each series of
Bonds, the Issuer shall, when a Project has been completed, and may, when a Project has
been substantially completed, estimate what portion of the funds remaining in the separate
account relating to such Project will be required by the Issuer for the payment or
reimbursement of the Project Costs of such Project, and thereafter such funds that will not
be used shall be, at the direction of the Governing Body, either (1) applied to pay the costs
of other Projects, (2) transferred to the Sinking Fund and used to redeem Bonds of the
related series on the next redemption date or to pay Principal of such Bonds on the next
Principal Maturity Date, or (3) transferred to the Sinking Fund and used to pay interest on
Bonds of the related series, provided that the Issuer shall first obtain an opinion of bond
counsel to the effect that, under existing law, the application of such moneys to pay
interest on such Bonds (a) is allowed under State law, and (b) if such Bonds are tax-
exempt Bonds, will not, by itself and without more, adversely affect the exclusion from
gross income for federal income tax purposes of interest payable on such Bonds. When
all moneys have been withdrawn or transferred from any separate account within the
Project Fund in accordance with the provisions of this Section, such separate account shall
terminate and cease to exist.
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ARTICLE VI
PLEDGE OF NET REVENUES AND FLOW OF FUNDS
Section 6.1. Pledge of Revenues; Limited Obligations. Subject only to the rights
of the Issuer to apply amounts as provided in this Article VI, all Net Revenues shall be
and are hereby pledged to the prompt payment of the Principal of, premium, if any, and
interest on the Bonds; provided, however, that the pledge of the Net Revenues to any
Subordinate Bonds shall be junior and subordinate in lien and right of payment to all
Senior Bonds Outstanding at any time. Such moneys and securities shall immediately be
subject to the lien of this pledge for the benefit of the Bondholders without any physical
delivery thereof or further act, and the lien of this pledge shall be valid and binding
against the Issuer and against all other persons having claims against the Issuer, whether
such claims shall have arisen in tort, contract, or otherwise, and regardless of whether
such persons have notice of the lien of this pledge. This pledge shall rank superior to all
other pledges which may hereafter be made of any of the Net Revenues. The lien of the
pledge made in this Section does not secure any obligation of the Issuer other than the
Bonds.
The Bonds shall be limited obligations of the Issuer as provided therein payable
solely from the Net Revenues. The Bonds and the interest thereon shall not constitute a
general or moral obligation of the Issuer nor a debt, indebtedness, or obligation of the
Issuer or the State or any political subdivision thereof within the meaning of any
constitutional, statutory or charter provision whatsoever. No taxing power of the Issuer is
pledged to the payment of the Principal of, premium, if any, or interest on the Bonds or
other costs incident thereto. Neither the members of the Governing Body nor any person
executing the Bonds shall be liable personally on the Bonds by reason of the issuance
thereof.
Section 6.2. Special Funds. The following special funds shall be established,
maintained and accounted for as hereinafter provided so long as any of the Bonds remain
Outstanding:
a) Revenue Fund;
b) Operation and Maintenance Fund;
c) Bond Principal and Interest Fund;
d) Debt Service Reserve Fund;
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e) Subordinate Bond Fund (while Subordinate Bonds are Outstanding);
f) Surplus Fund; and
g) Rebate Fund.
The Issuer shall have the right to create special accounts, from time to time, in each
of the foregoing Funds as the Governing Body determines to be desirable.
Section 6.3. Flow of Funds. All Gross Revenues shall be deposited as received
into the Revenue Fund. Moneys from time to time credited to the Revenue Fund shall be
applied to the funds hereby established in the following order of priority:
a) First, to transfer to the Operation and Maintenance Fund sufficient amounts
required for the payment of all current Operation and Maintenance Expenses,
as provided in Section 6.4 of this Resolution.
b) Second, to transfer all amounts to the Bond Principal and Interest Fund as
required by Section 6.5 of this Resolution.
c) Third, to transfer all amounts to the Debt Service Reserve Fund as required
by Section 6.6 of this Resolution.
d) Fourth, to transfer all amounts to the Rebate Fund as required by Section
6.10 of this Resolution.
e) Fifth, to transfer all amounts to the Subordinate Bond Fund as required by
Section 6.7 of this Resolution.
Sixth, to make deposits to the Surplus Fund as required in Section 6.8 of this
Resolution.
Section 6.4. Operation and Maintenance Fund. Money in the Revenue Fund
shall first be disbursed to make deposits into the Operation and Maintenance Fund. There
shall be deposited in the Operation and Maintenance Fund each month an amount
sufficient to pay the Operation and Maintenance Expenses due, or expected to come due,
during the month, plus an amount equal to one/twelfth of expenses payable on an annual
basis such as insurance. After the first day of the month, further deposits may be made to
the Operations and Maintenance Fund from the Revenue Fund to the extent necessary to
pay current Operation and Maintenance Expenses accrued and payable to the extent that
funds are not available in the Surplus Fund.
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Section 6.5. Bond Principal and Interest Fund. On or before the last business
day of each month so long as any Bonds remain Outstanding, there shall next be
transferred into the Bond Principal and Interest Fund (also referred to as the "Sinking
Fund") from the Revenue Fund, to the extent not funded from capitalized interest, the
following amounts:
a) General. Sufficient moneys shall be paid in periodic installments from the
Revenue Fund into the Sinking Fund for the purpose of paying the Principal of and
interest on the Senior Bonds as they become due and payable. Amounts held in the
Sinking Fund shall be used solely to pay interest and Principal of the Senior Bonds as the
same become due and payable (whether at maturity or upon redemption).
b) Interest. On or before the 30th day preceding each Interest Payment Date
for Senior Bonds, the Issuer shall deposit in the Sinking Fund an amount which, together
with any other moneys already on deposit therein and available to make such payment, is
not less than the interest coming due on such Senior Bonds on such Interest Payment Date.
c) Principal. On or before the 30th day preceding each Principal Maturity Date
for Senior Bonds, the Issuer shall deposit in the Sinking Fund an amount which, together
with any other moneys already on deposit therein and available to make such payment, is
not less than the Principal coming due on such Senior Bonds on such Principal Maturity
Date.
d) Application of Money in Sinkin Fund. No further payments need be made
into the Sinking Fund whenever the amount available in the Sinking Fund, if added to the
amount then in the Debt Service Reserve Fund, is sufficient to retire all Senior Bonds then
Outstanding and to pay all unpaid interest accrued and to accrue prior to such retirement.
No moneys in the Sinking Fund shall be used or applied to the optional purchase or
redemption of Senior Bonds prior to maturity unless: (i) provision shall have been made
for the payment of all of the Senior Bonds; or (ii) such moneys are applied to the purchase
and cancellation of Senior Bonds which are subject to mandatory redemption on the next
mandatory redemption date, which falls due within 12 months, such Senior Bonds are
purchased at a price not more than would be required for mandatory redemption, and such
Senior Bonds are cancelled upon purchase; or (iii) such moneys are in excess of the then
required balance of the Sinking Fund and are applied to redeem a part of the Senior Bonds
Outstanding on the next succeeding redemption date for which the required notice of
redemption may be given.
Section 6.6. Debt Service Reserve Fund. There shall be deposited into the Debt
Service Reserve Fund the amounts specified in Series Resolutions with respect to
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additional Senior Bonds. Notwithstanding the foregoing, there shall be no deposit into the
Debt Service Reserve Fund with respect to the Series 2009A Bonds or any other SRF
Bonds nor shall the Debt Service Reserve Fund secure any SRF Bonds. After the issuance
of any Senior Bonds, the increase in the amount of the Debt Service Reserve Requirement
resulting from the issuance of such Senior Bonds shall be accumulated, to the extent not
covered by deposits from Bond proceeds or funds on hand, over a period not exceeding
61 months from the date of delivery of such Senior Bonds in monthly deposits
Accumulation Payments"), none of which is less than 1/60 of the amount to be
accumulated. The balance of the Debt Service Reserve Fund shall be maintained at an
amount equal to the Debt Service Reserve Requirement (or such lesser amount that is
required to be accumulated in the Debt Service Reserve Fund in connection with the
periodic accumulation to the Debt Service Reserve Requirement after the issuance of
Senior Bonds).
There shall be transferred from the Revenue Fund to the Debt Service Reserve
Fund the amount necessary to restore, as further described below, the amount of cash and
securities in the Debt Service Reserve Fund to an amount equal to the Debt Service
Reserve Requirement (or such lesser monthly amount that is required to be deposited into
the Debt Service Reserve Fund after the issuance of Senior Bonds). Whenever for any
reason the amount in the Sinking Fund is insufficient to pay all interest or Principal
becoming due on the Senior Bonds within the next seven days, the Issuer shall make up
any deficiency by transfers from the following funds and accounts, in the following order
of priority: first, from the Surplus Fund; and second, from the funds and accounts of the
Issuer relating to Subordinate Bonds which are not Subordinate SRF Bonds. Whenever,
on the date that such interest or Principal is due, there are insufficient moneys in the
Sinking Fund available to make such payment, the Issuer shall, without further
instructions, apply so much as may be needed of the moneys in the Debt Service Reserve
Fund to prevent default in the payment of such interest or Principal, with priority to
interest payments. Whenever by reason of any such application or otherwise (other than
required Accumulation Payments), the amount remaining to the credit of the Debt Service
Reserve Fund is less than the amount then required to be in the Debt Service Reserve
Fund, such deficiency shall be remedied by monthly deposits from the Revenue Fund, to
the extent funds are available in the Revenue Fund for such purpose after all required
transfers set forth above have been made.
Section 6.7. Subordinate Bond Fund. On or before the last business day of each
month so long as any Subordinate Bonds remain Outstanding, there shall next be
transferred into the Subordinate Bond Fund from the Revenue Fund such amounts as may
be required to be deposited into the funds and accounts created by any Series Resolution
authorizing the issuance of Subordinate Bonds, for the purpose of paying Principal of and
interest on Subordinate Bonds, and accumulating reserves for such payments. Moneys
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credited to the Subordinate Bond Fund shall be used solely for the purpose provided in the
Series Resolutions authorizing the Subordinate Bonds.
Section 6.8. Surplus Fund. After making all payments and transfers hereinabove
required, all amounts remaining in the Revenue Fund shall be transferred by the last day
of each month to the Surplus Fund. Amounts credited to the Surplus Fund may be used
for any lawful System purposes, including without limitation, to pay for any Projects, to
pay costs of replacing any depreciable property or equipment of the System, to pay costs
of any major or extraordinary repairs, replacements or renewals of the System, to acquire
land or any interest therein, to pay any lease or contractual obligations not paid as
Operation and Maintenance Expenses and to make any transfers required to cure any
deficiencies in any funds.
Section 6.9. Deficiencies in Funds. If in any month there shall not be transferred
into any fund maintained pursuant to this Article, the full amounts required herein,
amounts equivalent to such deficiency shall be set apart and transferred to such fund or
funds from the first available and unallocated moneys in the Revenue Fund, and such
transfer shall be in addition to the amounts otherwise required to be transferred to such
funds during any succeeding month or months.
Section 6.10. Rebate Fund. The Issuer shall calculate, from time to time, as
required in order to comply with the provisions of Section 148(f) of the Internal Revenue
Code of 1986, as amended, the amounts required to be rebated (including penalties) to the
United States and shall deposit or cause to be deposited into the Rebate Fund any and all
of such amounts promptly following a determination of any such amount.
The Issuer shall direct any depository of the Rebate Fund to keep all moneys held
therein invested in Permitted Investments. To the extent and at the times required in order
to comply with Section 148(f) of the Code, the Issuer may withdraw funds from the
Rebate Fund for the purpose of making rebate payments (including penalties) to the
United States as required by Section 148(f) of the Code. Except as otherwise specifically
provided in this Section, moneys in the Rebate Fund may not be withdrawn from the
Rebate Fund for any other purpose.
All Investments Earnings held in the Rebate Fund shall be retained in the Rebate
Fund and shall become part of the Rebate Fund. Moneys held in the Rebate Fund,
including the Investment Earnings thereon, if any, shall not be subject to a pledge in favor
of the owners of the Bonds under the Series Resolution and may not be used to pay
amounts due on the Bonds or amounts required for the operation, maintenance,
enlargement, or extension of the System.
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Whenever the Issuer has filed all reports required to be filed with the United States
pursuant to Section 148(f) of the Code with respect to any series of Bonds and has made
all payments required to be made to the United States pursuant to Section 148(f) of the
Code relating thereto, all moneys or investments remaining in the Rebate Fund may be
transferred to the Surplus Fund, and such moneys and investments may be used by the
Issuer for any lawful purpose.
Section 6.11. Investment of Funds; Transfer of Investment Earnings. (a}
Monies in all funds shall, at the option and direction of the Treasurer, be invested and
secured in the manner required by law for public funds, in direct obligations of, or
obligations the principal of and interest on which are unconditionally guaranteed by, the
United States of America, or in any other Permitted Investments; provided that all such
deposits and investments shall be made in such manner that the money required to be
expended from any fund will be available at the proper time or times. All such
investments shall be valued no less frequently than the last business day of the Issuer's
fiscal year at cost (taking into account normal amortization and accretions of premiums
and discounts) or, in the case of investments having a maturity greater than five years
from the date of valuation, at market value, except that any direct obligations of the
United States of America -State and Local Government Series shall be continuously
valued at their par value or principal face amount. For purposes of maximizing
investment returns, money in such funds may be invested, together with money in other
funds or with other money of the Issuer, in common investments of the kind described
above, or in a common pool of such investments maintained by the Issuer which shall be
kept and held at an official depository of the Issuer, which shall not be deemed to be a loss
of the segregation of such money or funds. Safekeeping receipts, certificates of
participation or other documents clearly evidencing the investment or investment pool in
which such money is invested and the share thereof purchased with such money or owned
by such fund shall be held by or on behalf of each such fund. If and to the extent
necessary, such investments shall be promptly sold to prevent any default.
b) To the extent it is not otherwise provided for in a Series Resolution or is
needed to eliminate a deficiency, all Investment Earnings derived from deposits and
investments credited to the funds established in this Article shall be transferred or credited
to the Revenue Fund.
c) Notwithstanding anything to the contrary contained herein, any interest and
income derived from deposits and investment of any amounts credited to any fund or
account may be paid to the federal government if in the written opinion of bond counsel
such payment is required in order to prevent interest on any Bonds from being includable
within the gross income of the owners thereof for federal income tax purposes.
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ARTICLE VII
GENERAL PROVISIONS
Section 7.1. Rate Covenant. The Issuer shall continuously own, control, operate,
and maintain the System in an efficient and economical manner and on a revenue
producing basis and shall at all times prescribe, fix, maintain and collect rates, fees and
other charges for the services and facilities furnished by the System that are fully
sufficient at all times to:
a) provide for 100% of the budgeted Operation and Maintenance Expenses and
for the accumulation in the Revenue Fund of a reasonable reserve therefor; and
b) produce Net Revenues in each Fiscal Year which:
a) will equal at least 110% of the Debt Service Requirement on all Senior
Bonds then Outstanding for the year of computation;
b) will enable the Issuer to make all required payments, if any, into the Debt
Service Reserve Fund and the Rebate Fund;
c) will enable the Issuer to accumulate an amount which, in the judgment of
the Governing Body, is adequate to meet the costs of major renewals, replacements,
repairs, additions, betterments, and improvements to the System., necessary to keep
the same in good operating condition or as is required by any governmental agency
having jurisdiction over the System; and
d) will remedy all deficiencies in required payments into any of the funds and
accounts established under the Resolution .from prior Fiscal Years.
If the Issuer fails to prescribe, fix, maintain and collect rates, fees and other
charges in accordance with the provisions of this Section, the owners of not less than 25%
in aggregate principal of the Bonds then Outstanding, without regard to whether any Event
of Default shall have occurred, may institute and prosecute in any court of competent
jurisdiction an appropriate action to compel the Issuer to prescribe, fix, maintain and
collect rates, fees and other charges in accordance with the requirements of this Section.
Section 7.2. Other Covenants Regarding the Operation of the System. The
Issuer hereby covenants and agrees with each and every holder of the Bonds as follows:
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a) Maintenance and Efficiency. The Issuer will maintain the System in good
condition and operate it in an efficient manner and at reasonable cost.
b) Insurance. The Issuer shall maintain insurance for the benefit of the holders on
the insurable portions of the System of a kind and in an amount which normally
would be carried by private companies engaged in a similar kind of business. The
proceeds of any insurance, except public liability insurance, shall be used to repair
or replace the part or parts of the System damaged or destroyed, or if not so used
shall be placed in the Operations and Maintenance Fund.
c) Accounting and Audits. The Issuer will cause to be kept proper books and
accounts adapted to the System and in accordance with generally accepted
accounting practices, and will diligently act to cause the books and accounts to be
audited annually and reported upon not later than 180 days after the end of each
Fiscal Year, or as soon thereafter as is practicable, by an Independent Auditor and
will provide copies of the audit report to the Bondholders upon request. The
Bondholders shall have at all reasonable times the right to inspect the System and
the records, accounts and data of the Issuer relating thereto.
d) State Laws. The Issuer will faithfully and punctually perform all duties with
reference to the System required by the Constitution and laws of the State of Iowa,
including the making and collecting of reasonable and sufficient rates for services
rendered by the System as above provided, and will segregate the revenues of the
System and apply said revenues to the funds specified in this Resolution.
e) Property. The Issuer will not sell, lease, mortgage or in any manner dispose of
the System, or any capital part thereof, including any and all extensions and
additions that may be made thereto, until satisfaction and discharge of all of the
Bonds shall have been provided for in the manner provided in this Resolution;
provided, however, that this covenant shall not be construed to prevent the disposal
by the Issuer of property which in the judgment of the Governing Body has become
inexpedient or unprofitable to use in connection with the System, or if it is to the
advantage of the System that other property of equal or higher value be substituted
therefor, and provided further that the proceeds of the disposition of such property
shall be placed in the Operations and Maintenance Fund and used in preference to
other sources for capital improvements to the System.
f) Fideli , Bond. The Issuer shall maintain fidelity bond coverage in amounts
which normally would be carried by private companies engaged in a similar kind of
business on each officer or employee having custody of funds of the System.
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g) Additional Charges. The Issuer will require proper connecting charges and/or
other security for the payment of services charges.
h) Budget. The Governing Body of the Issuer shall approve and conduct
operations pursuant to a system budget of revenues and current expenses for each
Fiscal Year. Such budget shall take into account revenues and expenses during the
current and last preceding Fiscal Years.
Section 7.3. Disposition of Bond Proceeds; Arbitrage Not Permitted. The
Issuer reasonably expects and covenants that no use will be made of the proceeds from the
issuance and sale of the Series 2009A Bonds issued hereunder which will cause any of the
Series 2009A Bonds to be classified as arbitrage bonds within the meaning of Section
148(a) and (b) of the Code, and that throughout the term of said Series 2009A Bonds it
will comply with the requirements of said statute and regulations issued thereunder.
To the best knowledge and belief of the Issuer, there are no facts or circumstances
that would materially change the foregoing statements or the conclusion that it is not
expected that the proceeds of the Series 2009A Bonds will be used in a manner that would
cause such Bonds to be arbitrage bonds. Without limiting the generality of the foregoing,
the Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate
and the provisions of the Tax Exemption Certificate are hereby incorporated by reference
as part of this Resolution. The Treasurer is hereby directed to make and insert all
calculations and determinations necessary to complete the Tax Exemption Certificate in
all respects and to execute and deliver the Tax Exemption Certificate at issuance of the
Series 2009A Bonds to certify as to the reasonable expectations and covenants of the
Issuer at that date.
The Issuer covenants that it will treat as yield restricted any proceeds of the Series
2009A Bonds remaining unexpended after three years from the issuance and any other
funds required by the Tax Exemption Certificate to be so treated. If any investments are
held with respect to the Series 2009A Bonds, the Issuer shall treat the same for the
purpose of restricted yield as held in proportion to the original principal amounts of each
issue.
The Issuer covenants that it will exceed any investment yield restriction provided in
this Resolution only in the event that it shall first obtain an opinion of bond counsel that
the proposed investment action will not cause the Series 2009A Bonds to be classified as
arbitrage bonds under Section 148(a) and (b) of the Code.
The Issuer covenants that it will proceed with due diligence to spend the proceeds
of the Series 2009A Bonds for the purpose set forth in this Resolution. The Issuer further
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covenants that it will make no change in the use of the proceeds available for the
construction of facilities or change in the use of any portion of the facilities constructed
therefrom by persons other than the Issuer or the general public unless it has obtained an
opinion of bond counsel or a revenue ruling that the proposed project or use will not be of
such character as to cause interest on any of the Series 2009A Bonds not to be exempt
from federal income taxes in the hands of holders under the provisions of the Code.
Section 7.4. Additional Covenants, Representations and Warranties of the
Issuer. The Issuer certifies and covenants with the purchasers and holders of the Series
2009A Bonds from time to time outstanding that the Issuer through its officers, (a) will
make such further specific covenants, representations and assurances as may be necessary
or advisable; (b) comply with all representations, covenants and assurances contained in
the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of
the contract between the Issuer and the owners of the Series 2009A Bonds; (c) consult
with bond counsel (as defined in the Tax Exemption Certificate); (d) pay to the United
States, as necessary, such sums of money representing required rebates of excess arbitrage
profits relating to the Series 2009A Bonds; (e) file such forms, statements and supporting
documents as may be required and in a timely manner; and (f) if deemed necessary or
advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and
other persons to assist the Issuer in such compliance.
ARTICLE VIII
SENIOR BONDS AND SUBORDINATE BONDS
Section 8.1. No Prior Lien Bonds nor Senior Bonds Except as Permitted in
the Resolution. All Senior Bonds shall have complete parity of lien on the Net Revenues
despite the fact that any of the Senior Bonds may be delivered at an earlier date than any
other of the Senior Bonds. The Issuer may issue Senior Bonds in accordance with this
Resolution, but the Issuer shall issue no other obligations of any kind or nature payable
from or enjoying a lien on the Net Revenues or any part thereof having priority over or,
except as permitted in this Resolution, on a parity with the Series 2009A Bonds.
Section 8.2. Refunding Bonds. Any or all of the Senior Bonds may be refunded
prior to maturity, upon redemption in accordance with their terms, or with the consent of
the owners of such Senior Bonds, and the refunding Bonds so issued shall constitute
Senior Bonds, if the Issuer shall have obtained a report from an Independent Auditor or a
Financial Advisor demonstrating that the refunding will reduce the total debt service
payments on the Senior Bonds being refunded on a present value basis or, as an alternative
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to, and in lieu thereof, the Senior Bonds are being refunded under arrangements which
immediately result in making provision for the payment of the refunded Bonds.
Section 8.3. Senior Bonds. Bonds (including refunding Bonds which do not meet
the requirements of Section 8.2) may also be issued on a parity with the Series 2009A
Bonds pursuant to a Series Resolution, and the Bonds so issued shall constitute Senior
Bonds, if all of the following conditions are satisfied:
a) The Issuer shall have received, at or before issuance of the Senior Bonds, a
report by an Independent Auditor or Financial Advisor to the effect that the
historical Net Revenues for the preceding Fiscal Year were equal to at least 125%
of the Maximum Annual Debt Service Requirement on all Senior Bonds which will
be Outstanding immediately after the issuance of the proposed Senior Bonds.
The report by the Independent Auditor or Financial Advisor as aforesaid may
contain proforma adjustments to historical Net Revenues equal to 100% of the
increased annual amount attributable to any revision in the schedule of rates, fees
and charges for the services and facilities furnished by the System, adopted prior to
the date of delivery of the proposed Senior Bonds and not fully reflected in the
historical Net Revenues actually received during such 12 month period.
For purposes of this Section, "preceding Fiscal Year" shall be the most recently
completed Fiscal Year for which audited financial statements prepared by a
certified public accountant are issued and available, but in no event a Fiscal Year
which ended more than eighteen (18) months prior to the date of issuance of the
additional Senior Bonds.
b) The Issuer shall have received, at or before issuance of the Senior Bonds, a
report from an Independent Auditor or Financial Advisor to the effect that the
payments required to be made into each account of the Sinking Fund, the Debt
Service Reserve Fund and the Subordinate Bond Fund have been made and the
balance in each account of each such Fund is not less than the balance required by
this Resolution as of the date of issuance of the proposed Senior Bonds.
c) The Series Resolution authorizing the proposed Senior Bonds must require
i) that the amount to be accumulated and maintained in the Debt Service Reserve
Fund be increased to not less than 100% of the Debt Service Reserve Requirement
computed on a basis which includes all Senior Bonds (other than Series SRF
Bonds) which will be Outstanding immediately after issuance of the proposed
Senior Bonds and (ii) that the amount of such increase be deposited in the Debt
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Entirety of Section 8.3 amended in Series 2025 Issuance to the following:
Bonds (including refunding Bonds which do not meet the requirements of Section 8.2) may also be issued on a parity with the Senior
Bonds pursuant to a Series Resolution, and the Bonds so issued shall constitute Senior Bonds. Any Senior Bonds shall not be entitled to
priority or preference one over the other in the application of the Net Revenues of the System, regardless of the time or times of the
issuance of such Senior Bonds, it being the intention of the Issuer that there shall be no priority among the Senior Bonds, regardless of
the fact that they may have been actually issued and delivered at different times. The Issuer hereby reserves the right and privilege of
issuing Senior Bonds without restriction.
Service Reserve Fund on or before the date and at least as fast as specified in
Section 6.6 of this Resolution.
d) The Series Resolution authorizing the proposed Senior Bonds must require
the proceeds of such proposed Senior Bonds to be used solely to make capital
improvements to the System, to fund interest on the proposed Senior Bonds, to
acquire existing or proposed Sewer utilities, extensions or related facilities, to
refund other obligations issued for such purposes (whether or not such refunding
Bonds satisfy the requirements of Section 8.2), and to pay expenses incidental
thereto and to the issuance of the proposed Senior Bonds.
e) Notwithstanding the foregoing or anything herein to the contrary, if only
SRF Bonds are then outstanding, additional Senior SRF Bonds may be issued as
provided in this Resolution without complying with the provisions of Sections
8.3(a), (b) and (c) hereof, and said provisions shall not apply.
Section 8.4. Subordinate Bonds.
a) Bonds may also be issued on a subordinate basis to the Series 2009A Bonds
and any other Senior Bonds pursuant to a Series Resolution, and the Bonds so issued shall
constitute Subordinate Bonds, if all of the following conditions are satisfied:
1) The Series Resolution authorizing the Subordinate Bonds shall provide that
such Subordinate Bonds shall be junior and subordinate in lien and right of payment
to all Senior Bonds Outstanding at any time.
2) The Series Resolution authorizing the Subordinate Bonds shall establish
funds and accounts for the moneys to be used to pay debt service on the
Subordinate Bonds, and to provide any desired reserves therefor.
3) The requirements of Section 8.3(d) are met with respect to such Subordinate
Bonds (as if such Bonds constituted Senior Bonds).
b) In the event of any insolvency or bankruptcy proceedings, and any
receivership, liquidation, reorganization, or other similar proceedings in connection
therewith, relative to the Issuer or to its creditors, as such, or to its property, and in the
event of any proceedings for voluntary liquidation, dissolution, or other winding up of the
Issuer, whether or not involving insolvency or bankruptcy, the owners of all Senior Bonds
then Outstanding shall be entitled to receive payment in full of all Principal and interest
due on all such Senior Bonds in accordance with the provisions of the Series Resolution
before the owners of the Subordinate Bonds are entitled to receive any payment from the
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Net Revenues or the amounts held in the funds and accounts created under the Series
Resolution on account of Principal of, premium, if any, or interest on the Subordinate
Bonds.
c) If any Event of Default shall have occurred and be continuing (under
circumstances when the provisions of paragraph (b) are not applicable), the owners of all
Senior Bonds then Outstanding shall be entitled to receive payment in full of alt Principal
and interest then due on all such Senior Bonds before the owners of the Subordinate
Bonds are entitled to receive any Payment from the Net Revenues or the amounts held in
the funds and accounts created under the Series Resolution of Principal of, premium, if
any, or interest on the Subordinate Bonds.
d) Any series of Subordinate Bonds may have such rank or priority with
respect to any other series of Subordinate Bonds as may be provided in the Series
Resolution authorizing such series of Subordinate Bonds and may contain such other
provisions as are not in conflict with the provisions of the Series Resolution.
Section 8.5. Accession of Subordinate Bonds to Senior Status. By proceedings
authorizing all or any Subordinate Bonds, the Issuer may provide for the accession of such
Subordinate Bonds to the status of complete parity with the Senior Bonds if, as of the date
of accession, the conditions of Section 8.3 are satisfied, on a basis which includes all
Outstanding Senior Bonds and such Subordinate Bonds, and if on the date of accession:
a) .the Debt Service Reserve Fund contains an amount equal to the Debt
Service Reserve Requirement computed on a basis which includes all Outstanding
Senior Bonds and such Subordinate Bonds (but which excludes, in the case of both
Outstanding Senior Bonds. and such Subordinate Bonds, any SRF Bonds); and
b) the Sinking Fund contains the amount which would have been required to be
accumulated therein on the date of accession if the Subordinate Bonds had
originally been issued as Senior Bonds.
Section 8.b. Adoption of Proceedings. The Governing Body shall adopt a Series
Resolution authorizing the issuance of any additional Bonds and reciting that the
requirements of this Article have been satisfied, and shall set forth in such proceedings,
among other things, the date or dates such additional Bonds shall bear and the rate or rates
of interest, interest payment date or dates, maturity date or dates, and redemption
provisions with respect to such additional Bonds and any other matters applicable to such
additional Bonds as the Governing Body may deem advisable.
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Any such Series Resolution shall restate and reaffirm, by reference, all of the
applicable terms, conditions and provisions of this Resolution not modified by the Series
Resolution.
Section 8.7. Proceedings Authorizing Additional Bonds. No Series Resolution
authorizing the issuance of additional Bonds as permitted under this Article shall conflict
with the terms and conditions of this .Resolution, except to the extent that the Series
Resolution is adopted for one of the purposes set forth in Section 11.1 and complies with
the provisions of Section 11.1 for the adoption of Supplemental Resolutions without the
consent of Bondholders.
Section 8.8. Applicability to Additional Bonds and Outstanding Interim Loan.
a) The provisions of this Resolution shall be construed as including and being applicable
to any future series of Bonds, and any such Bonds shall be treated, unless otherwise
specifically stated, as if they had been issued together with the Series 2009A Bonds and
pursuant to the terms of this Resolution.
b) The Outstanding Interim Loan shall be deemed to be a Subordinate SRF
Bond within the meaning of this Resolution. This Resolution shall be construed whenever
possible so as not to conflict with the terms and conditions of the Interim Loan and
Disbursement Agreement approved and entered into at the time of issuance of the
Outstanding Interim Loan. In the event such construction is not possible, or in the event
of any conflict or inconsistency between the terms hereof and those of the foregoing
Interim Loan and Disbursement Agreement, the terms of said Interim Loan and
Disbursement Agreement shall prevail and be given effect to the extent necessary to
resolve any such conflict or inconsistency.
Section 8.9. Credit Facilities. In connection with the issuance of any Bonds
under the Series Resolution, the Issuer may obtain or cause to be obtained one or more
Credit Facilities providing for payment of all or a portion of the Principal of, premium, if
any, or interest due or to become due on such Bonds, providing for the purchase of such
Bonds by the Credit Facility Provider, or providing funds for the purchase of such Bonds
by the Issuer. In connection therewith the Issuer shall enter into Credit Facility
Agreements with such Credit Facility Providers providing for, among other things, (i) the
payment of fees and expenses to such Credit Facility Providers for the issuance of such
Credit Facilities; (ii) the terms and conditions of such Credit Facilities and the Bonds
affected thereby; and (iii) the security, if any, to be provided for the issuance of such
Credit Facilities. The Issuer may secure any Credit Facility by an agreement providing for
the purchase of the Bonds secured thereby with such adjustments to the rate of interest,
method of determining interest, maturity, or redemption provisions as are specified by the
Issuer in the applicable Series Resolution. The Issuer may in a Credit Facility Agreement
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agree to directly reimburse such Credit Facility Provider for amounts paid under the terms
of such Credit Facility, together with interest thereon; provided, however, that no
Reimbursement Obligation shall be created for purposes of the Series Resolution until
amounts are paid under such Credit Facility. Any such Reimbursement Obligation shall
be deemed to be a part of the Bonds to which the Credit Facility relates which gave rise to
such Reimbursement Obligation, and references to Principal and interest payments with
respect to such Bonds shall include Principal and interest due on the Reimbursement
Obligation incurred as a result of payment of such Bonds with the Credit Facility. Any
such Credit Facility shall be for the benefit of and secure such Bonds or portion thereof as
specified in the applicable Series Resolution.
ARTICLE IX
DISCHARGE AND SATISFACTION
Section 9.1. Discharge and Satisfaction of Bonds. The covenants, liens and
pledges entered into, created or imposed pursuant to this Resolution or any Series
Resolution may be fully discharged and satisfied with respect to the Bonds authorized
thereunder, or any of them, in any one or more of the following ways:
a) By paying the said Bonds when the same shall become due and payable; and
b) By depositing in trust with the Treasurer, or with a corporate trustee designated
by the Governing Body for the payment of said Bonds and irrevocably appropriated
exclusively to that purpose an amount in cash or Government Obligations the
maturities and income of which shall be sufficient to retire at maturity, or by
redemption prior to maturity on a designated date upon which said Bonds may be
redeemed, all of such Bonds Outstanding at the time, together with the interest
thereon to maturity or to the designated redemption date, premiums thereon, if any
that may be payable on the redemption of the same; provided that proper notice of
redemption of all such obligations to be redeemed shall have been previously
published or provisions shall have been made for such publication.
Upon such payment or deposit of money or securities, or both, in the amount and
manner provided by this Section, all liability of the Issuer with respect to such Bonds shall
cease, determine and be completely discharged, and the holders thereof shall be entitled
only to payment out of the money or securities so deposited.
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ARTICLE X
EVENTS OF DEFAULT AND REMEDIES
Section 10.1. Events of Default. An Event of Default is one or more of the
following:
a) A default shall be made in the due and punctual payment of the principal or
redemption price of any Bond when and as the same shall become due and payable,
whether at maturity or by call or proceedings for redemption, or otherwise;
b) A default shall be made in the due and punctual payment~of any installment
of interest on any Bond when and as such interest installment shall become due and
payable;
c) A default shall be made by the Issuer in the performance or observance of
any other of the covenants, agreements or conditions on its part in the Series
Resolution or in the Bonds contained, and such default shall have continued for a
period of 90 days after written notice specifying such default and requiring that it
shall have been remedied is given to the Issuer by the owners of not less than 25%
in principal amount of the Bonds Outstanding; provided that, if such failure cannot
be corrected within such 90 day period, it shall not constitute an Event of Default if
corrective action is instituted within such period and such corrective action is
diligently pursued until the failure is corrected, provided that if such corrective
action includes legal action such legal action shall be diligently pursued until either
the failure is corrected or such failure shall be determined by a court of final and
competent jurisdiction as not correctable as a matter of law.
Section 10.2. Default and Remedies. In the event of (a) a default on the part of
the Issuer in the prompt and full payment of principal of or interest on any Bond, or (b) a
default in the keeping of any other covenant herein contained (if such default shall
continue for a period of ninety days after written notice specifying the nature of the
default and requiring it to be remedied is received by the Issuer), the holders of the Bonds
shall have the right to proceed at law or in equity by suit, action or mandamus to enforce
and compel performance of the duties required by the terms of the Resolution authorizing
the issuance of the Bonds, or to obtain the appointment of a receiver to take possession of
and operate the System, and to perform the duties required by the terms of the Resolution.
The holders of the Bonds shall have no right to accelerate any payment obligation of the
Issuer with respect to the Bonds.
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No holder of any Bond shall have the right to institute any proceeding, judicial or
otherwise, for the enforcement of the covenants herein contained, except as provided in
this Section. The holders of not less than 25% in principal amount of the Outstanding
Bonds shall have the right, either at law or in equity, through suit, action or other
proceedings, to protest and enforce the rights of all holders of such Bonds and to compel
the performance of any and all of the covenants required herein to be performed by the
Issuer, and its officers and employees, including but not limited to the fixing and
maintaining of rates, fees and charges and the collection and proper segregation of Net
Revenues and the application and use thereof. The holders of a majority in principal
amount of Outstanding Bonds shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Bondholders or the exercise of
any power conferred on them and the right to waive a default in the performance of any
such covenant, and its consequences, except a default in the payment of the principal of or
interest on any Bond when due. Nothing herein, however, shall impair the absolute and
unconditional right of the holder of each Bond to receive payment of the principal of,
premium, if any, and interest on such Bond as such principal, premium and interest
respectively become due, and to institute suit for any such payment.
Section 10.3. Resolution a Contract. The provisions of this Resolution shall
constitute a contract between the Issuer and the holder or holders of the Bonds, and after
the issuance of any of the Bonds no change, variation or alteration of any kind in the
provisions of this Resolution shall be made in any manner, except as provided in Article
XI, until such time as all of the Bonds, and interest due thereon, shall have been satisfied
and discharged as provided in this Resolution.
ARTICLE XI
SUPPLEMENTAL RESOLUTIONS
Section 11.1. Amendment of Resolution Without Consent. The Issuer may,
without the consent of or notice to any of the holders of the Bonds, approve one or more
Supplemental Resolutions, which thereafter shall form a part of this Resolution, for any
one or more of the following purposes:
a) to cure any ambiguity, defect, omission or inconsistent provision in this
Resolution or in the Bonds; or to comply with any applicable provision of law or
regulation of federal or state agencies; provided, however, that such action shall not
materially adversely affect the interests of the holders of the Bonds;
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b) to change the terms or provisions of this Resolution to the extent necessary to
prevent the interest on the Bonds from being includable within the gross income of
the holders thereof for federal income tax purposes;
c) to grant to or confer upon the holders of the Bonds any additional rights,
remedies, powers or authority that may lawfully be granted to or conferred upon the
holders of the Bonds;
d) to add to the covenants and agreements of the Issuer contained in this
Resolution other covenants and agreements of, or conditions or restrictions upon,
the Issuer or to surrender or eliminate any right or power reserved to or conferred
upon the Issuer in this Resolution;
e) To subject to the lien and pledge of this Resolution additional Net Revenues as
may be permitted by law;
f) To modify any of the provisions of the Resolution in any respect if such
modification shall not become effective until after the Bonds Outstanding
immediately prior to the effective date of such Supplemental Resolution shall cease
to be Outstanding and if any Bonds issued contemporaneously with or after the
effective date of such Supplemental Resolution shall contain a specific reference to
the modifications contained in such subsequent proceedings;
g) To modify the Resolution to provide for the issuance of Senior Bonds or
Subordinate Bonds, and such modification may deal with any subjects and make
any provisions which the Issuer deems necessary or desirable for that purpose;
h) To modify any of the provisions of the Resolution in any respect (other than a
modification of the type described in Section 11.2 requiring the consent of the
Bondholders); provided that for (i) any Outstanding Bonds which are assigned a
Rating and which are not secured by a Credit Facility providing for the payment of
the full amount of Principal and interest to be paid thereon, each Rating Agency
shall have given written notification to the Issuer that such modification will not
cause the then applicable Rating on any Bonds to be reduced or withdrawn, and (ii)
any Outstanding Bonds which are secured by Credit Facilities providing for the
payment of the full amount of the Principal and interest to be paid thereon, each
Credit Facility Provider shall have consented in writing to such modification.
Section 11.2. Amendment of Resolution Requiring Consent. The Issuer also
may approve one or more Supplemental Resolutions, which thereafter shall form a part of
this Resolution, if such Supplement Resolution shall have been consented to by holders of
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not less than two-thirds (2/3) in principal amount of the Bonds at any time Outstanding
not including in any case any Bonds which may then be held or owned by or for the
account of the Issuer, but including such refunding Bonds as may have been issued for the
purpose of refunding any of such Bonds if such refunding Bonds shall not then be owned
by the Issuer); but this Resolution may not be so amended in such manner as to:
a) Make any change in the maturity or interest rate of the Bonds, or modify the
terms of payment of Principal of or interest on the Bonds or any of them or impose
any conditions with respect to such payment;
b) Materially affect the rights of the holders of less than all of the Bonds then
Outstanding; and
c) Reduce the percentage of the Principal amount of Bonds, the consent of the
holders of which is required to effect a further amendment;
in each case without the consent of the owners of all of the affected Bonds then
Outstanding.
Whenever the Issuer shall propose to amend this Resolution under the provisions of
this Section, it shall cause notice of the Supplemental Resolution to be filed with the
Original Purchaser and to be mailed by certified mail to each registered owner of any
Bond as shown by the records of the Registrar. Such notice shall set forth the nature of
the proposed amendment and shall state that a copy of the proposed Supplemental
Resolution is on file in the office of the City Clerk.
Whenever at any time within one year from the date of the mailing of said notice
there shall be filed with the City Clerk an instrument or instruments executed by the
holders of at least two-thirds in aggregate principal amount of the Bonds then outstanding
as in this Section defined, which instrument or instruments shall refer to the proposed
Supplemental Resolution described in said notice and shall specifically consent to and
approve the adoption thereof, thereupon, but not otherwise, the Governing Body of the
Issuer may adopt such Supplemental Resolution and such Supplemental Resolution shall
become effective and binding upon the holders of all of the Bonds.
Any consent given by the holder of a Bond pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the instrument
evidencing such consent and shall be conclusive and binding upon all future holders of the
same Bond during such period. Such consent may be revoked at any time after six months
from the date of such instrument by the holder who gave such consent or by a successor in
title by filing notice of such revocation with the City Clerk.
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The fact and date of the execution of any instrument under the provisions of this
Section may be proved by the certificate of any officer in any jurisdiction who by the laws
thereof is authorized to take acknowledgments of deeds within such jurisdiction that the
person signing such instrument acknowledged before him the execution thereof, or may be
proved by an affidavit of a witness to such execution sworn to before such officer.
The amount and numbers of the Bonds held by any person executing such
instrument and the date of his holding the same may be proved by an affidavit by such
person or by a certificate executed by an officer of a bank or trust company showing that
on the date therein mentioned~such person had on deposit with such bank or trust company
the Bonds described in such certificate.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.1. Severability. If any section, paragraph, or provision of this
Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the
remaining provisions.
Section 12.2. Repeal of Conflicting Ordinances or Resolutions and Effective
Date. All other ordinances, resolutions and orders, or parts thereof, in conflict with the
provisions of this Resolution are, to the extent of such conflict, hereby repealed; and this
Resolution shall be in effect from and after its adoption.
Section 12.3. Rule of Construction. This Resolution and the terms and
conditions of the Series 2009A Bonds authorized hereby shall be construed whenever
possible so as not to conflict with the terms and conditions of the Loan and Disbursement
Agreement. In the event such construction is not possible, or in the event of any conflict
or inconsistency between the terms hereof and those of the Loan and Disbursement
Agreement, the terms of the Loan and Disbursement Agreement shall prevail and be given
effect to the extent necessary to resolve any such conflict or inconsistency.
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PASSED AND APPROVED this 15th day of f~ecember, 2008.
Roy D. ~Gol, Mayor
ATTEST:
eanne F. Schneider, CMC
City Clerk
CIG-3
CERTIFICATE
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a
true and complete copy of the portion of the corporate records of said Municipality
showing proceedings of the Council, and the same is a true and complete copy of the
action taken by said Council with respect to said matter at the meeting held on the date
indicated in the attachment, which proceedings remain in full force and effect, and have
not been amended or rescinded in any way; that meeting and all action thereat was duly
and publicly held in accordance with a notice of meeting and tentative agenda, a copy of
which was timely served on each member of the Council and posted on a bulletin board or
other prominent place easily accessible to the public and clearly designated for that
purpose at the principal office of the Council (a copy of the face sheet of said agenda
being attached hereto) pursuant to the local rules of the Council and the provisions of
Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least
twenty-four hours prior to the commencement of the meeting as required by said law and
with members of the public present in attendance; I further certify that the individuals
named therein were on the date thereof duly and lawfully possessed of their respective city
offices as indicated therein, that no Council vacancy existed except as may be stated in
said proceedings, and that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City or the right
of the individuals named therein as officers to their respective positions.
lv
WI SS y hand and the seal of said Municipality hereto affixed this ~~
day of ~ , 2008.
s~~-C/ ~ ~'~.c'~
ity Clerk, Dubuque, Iowa
SEAL
46-
Dubuque / 430411-9 / Waiver & Consent (Old Mill)
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 $26,221,000 Sewer Revenue Bond,
Series 2025, dated as of the date of its delivery (the “Series 2025 Bond”) secured by the same
source as, and ranking on a parity with, the Outstanding Notes.
3. 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; (b)
consents to the issuance of the Series 2025 Bond as an obligation payable from the same source
as, and ranking on a par with, the Outstanding Notes; and (c) consents to the permanent
amendment of any provisions in the Outstanding Note Resolutions in conflict therewith.
IN WITNESS WHEREOF, I have caused this Waiver and Consent to be executed as of
January 13, 2025.
IOWA FINANCE AUTHORITY
By:__________________________________
Its: Chief Bond Programs Director
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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
•Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024
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CLOSING CERTIFICATE
We, the undersigned, Mayor and City Clerk of the City of Dubuque, Iowa (the “City”), do
hereby certify as of February 7, 2025 (the “Dated Date”), that we are now and were at the time of
the execution of the City’s $26,221,000 Sewer Revenue Bonds, Series 2025 (the “Series 2025
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 January
21, 2025, 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
2025 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 $26,221,000. Terms not otherwise defined herein shall have the meaning given
such terms in the Resolutions and the Agreement.
The Series 2025 Bond has been executed by the aforesaid officers; the certificate on the
back of the Series 2025 Bond has been executed by the City Treasurer; and the Series 2025 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 2025 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 2025 Bond or in any way concerning the validity of the Series 2025 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 2025 Bond, and that
none of the proceedings incident to the authorization and issuance of the Series 2025 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;
Sewer Revenue Capital Loan Notes, Series 2023A, dated March 3, 2023; and Sewer Revenue Bond,
SRF Series 2024, dated September 20, 2024.
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.
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We further certify that no appeal of the decision of the City Council to enter into the
Agreement and to issue the Series 2025 Bond has been taken to the district court.
We further certify that all meetings held in connection with the Series 2025 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 $26,221,000.
2. The net sales proceeds of the Series 2025 Bond are $26,221,000 (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 February 7,
2028.
7. The Series 2025 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 2025 Bond on
each June 1 and December 1 and principal of the Series 2025 Bond on each June 1 (the 12-month
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period ending on each June 1 being herein referred to as a “Bond Year”); the Sinking Fund is used
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
2025 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 September 16, 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 2025 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 2025 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 2025 Bond in the amount of $____________, 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 2025 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 2025 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 2025 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 2025 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
1,538,280.59
4
rebate exception), rebate payments to the United States regarding investment proceeds may be
required to be made by the City.
Two-Year Exception: The Series 2025 Bond will qualify as a “construction issue” as
defined in Section 148(f)(4)(c)(vi) of the Code and Section 1.148-7(f) of the Regulations because
at least 75% of the “available construction proceeds” as defined in Section 148(f)(4)(c)(vi) of the
Code will be allocated to capital expenditures that are allocable to the cost of land, buildings,
improvements, permanent structures or constructed personal property. Accordingly, if all Net
Sales Proceeds of the Series 2025 Bond including investment earnings thereon (other than the
amount used to pay costs of issuance), are expended at least as quickly as 10% within 6 months
from the date of issuance of the Series 2025 Bond, 45% within 12 months, 75% within 18 months
and 100% within 2 years, then rebate will be required only with respect to a reasonably required
reserve or replacement fund, if any. If the City exercises due diligence to complete the Project and
an amount not exceeding the lesser of 3% of the Net Sales Proceeds ($786,630) or $250,000
remains unspent as of the end of the two years, the City will be treated as satisfying the final
expenditure requirement. In addition, a reasonable retainage of up to five percent of the Net Sales
Proceeds ($1,311,050) need not be spent until 3 years after the Dated Date (the issue date of the
Series 2025 Bond).
Based upon the estimated draw schedule, the City expects to spend the Net Sales Proceeds
(along with any investment earnings on such proceeds) by February 7, 2027. The City
acknowledges that if it fails to spend the proceeds of the Series 2025 Bond (along with the
investment earnings thereon) within the time periods set forth in the Two-Year Exception (or
another applicable rebate exception), the City may have a rebate liability to the United States
pursuant to Section 148 of the Code. The City shall consult with the appropriate auditors or rebate
specialists with regard to determination of rebate liability.
11. The City shall make a final allocation of the proceeds of the Series 2025 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 2025 Bond or not later
than 60 days after retirement of the Series 2025 Bond.
12. The weighted average maturity of the Series 2025 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
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other user to use or occupy the Project for any purposes which would cause interest on the Series
2025 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 2025 Bond, (ii) sold pursuant to the same plan of financing with the Series
2025 Bond, and (iii) reasonably expected to be paid from substantially the same source of funds
as will be used to pay the Series 2025 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 2025 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 2025 Bond, including any rebate
payments. The City agrees to consult with the appropriate auditors or rebate specialists with regard
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 2025 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 2025 Bond.
19. To our best knowledge and belief, there are no facts, estimates or circumstances
which would materially change the foregoing conclusions.
IN WITNESS WHEREOF, we have hereunto affixed our hands as of the Dated Date.
CITY OF DUBUQUE, IOWA
Mayor
Attest:
City Clerk
Signature Page to Closing Certificate (Series 2025 Bond)]
43041 l \00009\4930-7795-6877\1
430411\00009\4930-7795-6877\1
EXHIBIT A
EXPENDITURES REIMBURSED
Const.Contract Payment:$1,538,280.59 (1-25-2025)
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LOAN AND DISBURSEMENT AGREEMENT
$26,221,000 SEWER REVENUE BONDS
This Loan and Disbursement Agreement (the “Agreement”) is made and entered into as
of February 7, 2025, 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 Particip ant
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
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City Council of the Participant providing for the authorization and issuance of the
Revenue Bond, attached hereto as Exhibit B, adopted on January 21, 2025, 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
$26,221,000 (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 Partici pant 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.
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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
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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 Rev enue
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) ($100,000), 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 2.54 per annum (the “Rate”). As described in Section
5, payments hereunder shall be calculated based on the Rate plus the Servicing Fee (such 2.79%,
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,
5
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.
6
(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.
7
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
8
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 fail ure
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 comme nced 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 cons trued 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.
9
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.
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
Attest:
x IinQ
City Clerk
CITY OF DUBUQUE, IOWA
By•
Mayor
Participant Signature Page to LDA]
[IFA Signature Page to LDA]
IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first
above written.
IOWA FINANCE AUTHORITY
By:
Its: Chief Bond Programs Director
EXHIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
2
Loan Closing Date Feb 7, 2025 Initiation Fee - Feb 7, 2025 100,000.00
Final Disbursement Date Jan 1, 2027 P & D Payoff - Feb 7, 2025 349,709.00
Final Maturity Date Jun 1, 2046 Estimated Draw #1- Feb 7, 2025 3,886,000.00
Loan Period in Years 20 Estimated Draw #2- Apr 25, 2025 4,742,000.00
Total Loaned Amount 26,221,000.00$ Estimated Draw #3- Jul 18, 2025 4,220,000.00
0.5% Initiation Fee 100,000.00 Estimated Draw #4- Oct 10, 2025 3,507,000.00
Net Proceeds to Borrower 26,121,000.00$ Estimated Draw #5- Jan 2, 2026 3,829,000.00
Annual Interest Rate 2.54%Estimated Draw #6- Mar 27, 2026 2,683,000.00
Total Interest 8,069,962.04$ Estimated Draw #7- Jun 19, 2026 2,240,000.00
Servicing Fee Rate 0.25%Estimated Draw #8- Sep 11, 2026 369,000.00
Total Servicing Fees 794,287.61$ Estimated Draw #9- Dec 4, 2026 290,291.00
Total Loan Costs 8,964,249.65$ Estimated Draw #10- Jan 1, 2027
Held for Final Docs - Jan 1, 2027 5,000.00
Total Loaned Amount 26,221,000.00
Payment
Date
Beginning
Balance Principal Interest
Servicing
Fee
Total Loan
Payment
Total Annual Debt
Service Ending Balance
Jun 1, 2025 9,077,709.00 46,918.23 4,617.94 51,536.17 51,536.17 9,077,709.00
Dec 1, 2025 16,804,709.00 167,506.27 16,486.84 183,993.11 16,804,709.00
Jun 1, 2026 23,316,709.00 265,788.47 26,160.28 291,948.75 475,941.86 23,316,709.00
Dec 1, 2026 25,925,709.00 323,808.20 31,870.89 355,679.09 25,925,709.00
Jun 1, 2027 26,221,000.00 997,000.00 332,934.67 32,769.16 1,362,703.83 1,718,382.92 25,224,000.00
Dec 1, 2027 25,224,000.00 320,344.80 31,530.00 351,874.80 25,224,000.00
Jun 1, 2028 25,224,000.00 1,025,000.00 320,344.80 31,530.00 1,376,874.80 1,728,749.60 24,199,000.00
Dec 1, 2028 24,199,000.00 307,327.30 30,248.75 337,576.05 24,199,000.00
Jun 1, 2029 24,199,000.00 1,053,000.00 307,327.30 30,248.75 1,390,576.05 1,728,152.10 23,146,000.00
Dec 1, 2029 23,146,000.00 293,954.20 28,932.50 322,886.70 23,146,000.00
Jun 1, 2030 23,146,000.00 1,083,000.00 293,954.20 28,932.50 1,405,886.70 1,728,773.40 22,063,000.00
Dec 1, 2030 22,063,000.00 280,200.10 27,578.75 307,778.85 22,063,000.00
Jun 1, 2031 22,063,000.00 1,113,000.00 280,200.10 27,578.75 1,420,778.85 1,728,557.70 20,950,000.00
Dec 1, 2031 20,950,000.00 266,065.00 26,187.50 292,252.50 20,950,000.00
Jun 1, 2032 20,950,000.00 1,144,000.00 266,065.00 26,187.50 1,436,252.50 1,728,505.00 19,806,000.00
Dec 1, 2032 19,806,000.00 251,536.20 24,757.50 276,293.70 19,806,000.00
Jun 1, 2033 19,806,000.00 1,176,000.00 251,536.20 24,757.50 1,452,293.70 1,728,587.40 18,630,000.00
Dec 1, 2033 18,630,000.00 236,601.00 23,287.50 259,888.50 18,630,000.00
Jun 1, 2034 18,630,000.00 1,209,000.00 236,601.00 23,287.50 1,468,888.50 1,728,777.00 17,421,000.00
Dec 1, 2034 17,421,000.00 221,246.70 21,776.25 243,022.95 17,421,000.00
Jun 1, 2035 17,421,000.00 1,242,000.00 221,246.70 21,776.25 1,485,022.95 1,728,045.90 16,179,000.00
Dec 1, 2035 16,179,000.00 205,473.30 20,223.75 225,697.05 16,179,000.00
Jun 1, 2036 16,179,000.00 1,277,000.00 205,473.30 20,223.75 1,502,697.05 1,728,394.10 14,902,000.00
Dec 1, 2036 14,902,000.00 189,255.40 18,627.50 207,882.90 14,902,000.00
Jun 1, 2037 14,902,000.00 1,313,000.00 189,255.40 18,627.50 1,520,882.90 1,728,765.80 13,589,000.00
Dec 1, 2037 13,589,000.00 172,580.30 16,986.25 189,566.55 13,589,000.00
Jun 1, 2038 13,589,000.00 1,349,000.00 172,580.30 16,986.25 1,538,566.55 1,728,133.10 12,240,000.00
Dec 1, 2038 12,240,000.00 155,448.00 15,300.00 170,748.00 12,240,000.00
Jun 1, 2039 12,240,000.00 1,387,000.00 155,448.00 15,300.00 1,557,748.00 1,728,496.00 10,853,000.00
Dec 1, 2039 10,853,000.00 137,833.10 13,566.25 151,399.35 10,853,000.00
Jun 1, 2040 10,853,000.00 1,426,000.00 137,833.10 13,566.25 1,577,399.35 1,728,798.70 9,427,000.00
Dec 1, 2040 9,427,000.00 119,722.90 11,783.75 131,506.65 9,427,000.00
Jun 1, 2041 9,427,000.00 1,465,000.00 119,722.90 11,783.75 1,596,506.65 1,728,013.30 7,962,000.00
Dec 1, 2041 7,962,000.00 101,117.40 9,952.50 111,069.90 7,962,000.00
Jun 1, 2042 7,962,000.00 1,506,000.00 101,117.40 9,952.50 1,617,069.90 1,728,139.80 6,456,000.00
Dec 1, 2042 6,456,000.00 81,991.20 8,070.00 90,061.20 6,456,000.00
Jun 1, 2043 6,456,000.00 1,548,000.00 81,991.20 8,070.00 1,638,061.20 1,728,122.40 4,908,000.00
Dec 1, 2043 4,908,000.00 62,331.60 6,135.00 68,466.60 4,908,000.00
Jun 1, 2044 4,908,000.00 1,591,000.00 62,331.60 6,135.00 1,659,466.60 1,727,933.20 3,317,000.00
Dec 1, 2044 3,317,000.00 42,125.90 4,146.25 46,272.15 3,317,000.00
Jun 1, 2045 3,317,000.00 1,636,000.00 42,125.90 4,146.25 1,682,272.15 1,728,544.30 1,681,000.00
Dec 1, 2045 1,681,000.00 21,348.70 2,101.25 23,449.95 1,681,000.00
Jun 1, 2046 1,681,000.00 1,681,000.00 21,348.70 2,101.25 1,704,449.95 1,727,899.90 0.00
Estimated Amortization Schedule
City of Dubuque
Sewer Revenue Bond
CS-1921034-01
Loan summary Estimated Draw Schedule
As of 1/7/2025
INVESTING IN IOWA'S WATER
www.iowasrf.com
EXHIBIT B
AUTHORIZATION/ISSUANCE RESOLUTION OF PARTICIPANT
Dubuque / 430411-9 / Series Res (Old Mi11)4875-7009-3042\3
MINUTES OF MEETING TO APPROVE SERIES
RESOLUTION FOR SERIES 2025 BONDS
430411-9 (Old Mill)
Dubuque, Iowa
January 21, 2025
The City Council of the City of Dubuque, Iowa, met on January 21, 2025, at 6:30 p.m., at
the Historic Federal Building, 350 W. 61h 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: r%V11 W
Lcku ro,
Absent:
Cav a h (NArd mcrylv,.s -! Us" Farbc, Rx bcty. J Rf sol:c ,
0nnny SQrN,K, Wy (,)e kI
Council Member RoUSSc 11 introduced the resolution next hereinafter
set out and moved its adoption, seconded by Council Member T n e6 ; 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: e sn: c
Nays:
rnr6cr, Spranj<, i\cussell, vnr5 We}
Whereupon, the Mayor declared said resolution duly adopted, as follows:
On motion and vote, the meeting adjourned.
Dubuque / 43041 l-9 / Series Res (Old Mi11)4875-7009-3042\3
RESOLUTION NO. 24- 25
Series Resolution authorizing and approving a Loan and Disbursement Agreement
and providing for the issuance of $26,221,000 Sewer Revenue Bonds, Series 2025
and other documents related to the Series 2025 Bonds, and amending certain
provisions
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 $27,000, 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 October 21, 2024; and
WHEREAS, the City proposes to issue Sewer Revenue Bonds, Series 2025 (the "Series
2025 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 2025 Bonds shall be deemed to
be Senior SRF Bonds; and
WHEREAS, the obligations of the Issuer under the Series 2025 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 2025 Bonds in evidence thereof in the principal amount of
26,221,000;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa,
as follows:
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa,
as follows:
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 2025 Bonds" means the $26,221,000 Sewer Revenue Bonds, Series
2025, in one or more series.
Closing Date" shall mean the date of delivery of the Series 2025 Bonds, anticipated to
be February 7, 2025, 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
2025 Bonds.
Agreement" means the Loan and Disbursement Agreement between the Issuer and the
Lender related to the Series 2025 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.
Series 2013 Notes" shall mean the Issuer'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.
Series 2013 Note Resolutions" shall mean the resolutions authorizing the issuance of the
Series 2013 Notes, which shall be recognized as Series Resolutions.
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 2025 Bonds. Unless otherwise specified, the
Registrar shall also act as the Paying Agent for the Series 2025 Bonds.
hereof.
Series 2025 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 $26,221,000 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.
Page 510 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
The Mayor, City Clerk and City Treasurer are each authorized to execute and deliver the
Series 2025 Bonds, any and all agreements, documents and instruments required related to the
issuance of the Series 2025 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 2025 Bonds and may be hereinafter
referred to as the "Registrar" or the "Paying Agent" in such capacities.
Section 4. Source of Payment of the Series 2025 Bonds. The Series 2025 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 2025 Bonds Details; Form of Series 2025 Bonds. The Series 2025
Bonds are hereby authorized to be issued in evidence of the obligation of the Issuer under the
Agreement, in the aggregate principal amount of $26,221,000, to be dated the Closing Date, and
bearing interest from the date of each advancement made at the rate of 2.54% per annum (or at
such lower rate as agreed upon by the Lender and set forth in the Series 2025 Bonds and the
Agreement) until payment thereof, as set forth in Exhibit A attached to the Agreement. To the
extent that the Lender determines a lower rate of interest is available for the Series 2025 Bonds
after the adoption of this Series Resolution, the Mayor and City Clerk, with advice from bond
counsel and/or a municipal financial advisor, are hereby authorized to: (i) make such changes to
the Agreement, the Series 2025 Bonds and any related transactional documents as are necessary
to give effect to the lower rate of interest without modification to the principal installment
schedule contemplated herein; and (ii) to execute and deliver such modified documents on behalf
of the Issuer.
The Series 2025 Bonds may be 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 $26,221,000 and numbered R-1.
The Series 2025 Bonds are subject to optional redemption by the Issuer 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 2025 Bonds by the Issuer 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 2025 Bonds). The Series 2025 Bonds are
also subject to mandatory redemption as set forth in Section 5 of the Agreement.
Accrued interest on the Series 2025 Bonds shall be payable semiannually on the first day
of June and December in each year, commencing June 1, 2025. Interest shall be calculated on
the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the
Series 2025 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
4
Page 511 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
registration books. Principal of the Series 2025 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 2025 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 2025 Bonds shall be recorded in the office of the City Treasurer, and the certificate on the
back of each Series 2025 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 2025 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 2025 Bonds, the Issuer also agrees to pay the Initiation Fee and the
Servicing Fee (defined in the Agreement) in accordance with the terms of the Agreement.
The Series 2025 Bonds shall be in substantially the form attached as Exhibit A hereto.
Section 6. Registration of Series 2025 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 2025 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 2025 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 Issuer 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 2025 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 2025 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 Issuer 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 Issuer to accumulate an amount which, in the
s
Page 512 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
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 2025 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 2025 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 2025 Bond Sinking Fund. From and after the issuance of the Series 2025 Bonds
and as long as the Series 2025 Bonds are outstanding, the Issuer shall establish and maintain a
separate fund to be known as the Series 2025 Bond Sinking Fund. The Issuer shall transfer
amounts on deposit in the Revenue Fund into the Series 2025 Bond Sinking Fund for the
payment of interest and principal of the Series 2025 Bonds, on the 1st day of each month
commencing on the I st day of the month immediately succeeding the date of issuance and
delivery of any of the Series 2025 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 2025 Bonds due on the next succeeding date which principal of and/or interest on such
Series 2025 Bonds are due and payable. If for any reason the amount on deposit in the Series
2025 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 2025 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 2025 Bond Sinking Fund shall be used solely for the purpose of
paying principal of and interest on the Series 2025 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 2025 Bonds shall
be issued as Senior SRF Bonds, and the Issuer shall not be required to make any payments into
the Debt Service Reserve Fund under the provisions of this Resolution. The Series 2025 Bonds
shall not be secured by or payable from amounts held in the Debt Service Reserve Fund, and the
holders of the Series 2025 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.
Page 513 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
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. Amendment to Section 8.3 of the Master Resolution; Amendment to
Section 21 of the Series 2013 Note Resolutions: Restrictions on the Incurrence of Senior Bonds.
Section 8.3 of the Master Resolution and Section 21 of the Series 2013 Note Resolutions are
hereby permanently amended, with the consent of the Iowa Finance Authority, the sole owner
and holder of all of the outstanding Sewer Revenue indebtedness of the Issuer, to read as
follows:
Bonds (including refunding Bonds which do not meet the requirements of Section 8.2) may also
be issued on a parity with the Senior Bonds pursuant to a Series Resolution, and the Bonds so
issued shall constitute Senior Bonds. Any Senior Bonds shall not be entitled to priority or
preference one over the other in the application of the Net Revenues of the System, regardless of
the time or times of the issuance of such Senior Bonds, it being the intention of the Issuer that
there shall be no priority among the Senior Bonds, regardless of the fact that they may have been
actually issued and delivered at different times. The Issuer hereby reserves the right and
privilege of issuing Senior Bonds without restriction.
Section 15. Covenants Regarding _ Operation of the S. sue. 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 2025 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 Issuer that interest on the Series 2025 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 Issuer 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 ensure that the interest on the Series 2025 Bonds will remain
excluded from gross income for federal income tax purposes. Any and all of the officers of the
Issuer 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 2025 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 2025 Bonds.
Page 514 of 740
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009-3042\3 Section
20. Modification of Resolution Not Requiring the Consent of Owners of Series 2025
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 2025 Bonds, are
hereby ratified and confirmed with respect to the Series 2025 Bonds. Section
21. Modification of Series Resolution Requiring Consent of Owners of Series 2025
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 2025 Bonds, are
hereby ratified and confirmed with respect to the Series 2025 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. 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 January 21, 2025. Attest:
4w- -
0,4ii( City
Clerk a
Dubuque / 430411-9 / Series Res (Old Mill)4875-7009- 3042\3
STATE OF IOWA
DUBUQUE COUNTY SS:
CITY OF DUBUQUE
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 $26,221,000 Sewer Revenue
Bonds, Series 2025 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 2025 Bonds.
WITNESS MY HAND this a, day of J-01,, V a/ "/ , 2025.
i
City Clerk
Dubuque / 43041 I-9 / Series Res (Old Mill)4875-7009-3042\3
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 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 2025 Bonds currently
being issued by the City.
WITNESS MY HAND this day of J o U CA , 2025.
City Clerk
10
EXHIBIT A
Form of Series 2025 Bond
UNITED STATES OF AMERICA
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SEWER REVENUE BOND, SERIES 2025
No. R-1 $26,221,000
RATE MATURITY DATE BOND DATE
2.54% June 1, 2046 February 7, 2025
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
TWENTY-SIX MILLION TWO HUNDRED TWENTY-ONE THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and December 1
of each year, commencing June 1, 2025, 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, 2027,
and annually thereafter on June I 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, 2046. 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
Page 518 of 740
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 January 21, 2025, 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; Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024;
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.
WJ
Page 519 of 740
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 SS: CITY TREASURER'S CERTIFICATE
CITY OF DUBUQUE
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
Page 520 of 740
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
TEN - as joint tenants with
right of survivorship and
not as tenants in common
UTMA
Custodian)
As Custodian for
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.
ME"
Page 521 of 740
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due Due
June 1 Amount June I Amount
2027 997,000 2037 1,313,000
2028 1,025,000 2038 1,349,000
2029 1,053,000 2039 1,387,000
2030 1,083,000 2040 1,426,000
2031 1,113,000 2041 1,465,000
2032 1,144,000 2042 1,506,000
2033 1,176,000 2043 1,548,000
2034 1,209,000 2044 1,591,000
2035 1,242,000 2045 1,636,000
2036 1,277,000 2046 1,681,000
A-5
Page 522 of 740
No. R-1
UNITED STATES OF AMERICA
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SEWER REVENUE BOND, SERIES 2025
RATE MATURITY DATE BOND DATE
2.54% June 1, 2046 February 7, 2025
26,221,000
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
TWENTY-SIX MILLION TWO HUNDRED TWENTY-ONE THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and December 1 of each year, commencing June 1, 2025, 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,
2027, 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, 2046. 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 January 21, 2025, 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; ; Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024; 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.
Page 536 of 740
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:
City Clerk
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
CITY OF DUBUQUE, IOWA
By
or
SS: CITY TREASURER'S CERTIFICATE
The original issuance of the Bonds, of which this Bond is a part, was duly and properly recorded in ffice as of the Bond Date.
ity easu er
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)
under Uniform Transfers to Minors Act
State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
Minor)
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
with full power of substitution.
Dated:
Signature guaranteed:
Attorney, to transfer this Bond on the books kept for registration thereof
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.
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due Due
June 1 Amount June 1 Amount
2027 997,000 2037 1,313,000
2028 1,025,000 2038 1,349,000
2029 1,053,000 2039 1,387,000
2030 1,083,000 2040 1,426,000
2031 1,113,000 2041 1,465,000
2032 1,144,000 2042 1,506,000
2033 1,176,000 2043 1,548,000
2034 1,209,000 2044 1,591,000
2035 1,242,000 2045 1,636,000
2036 1,277, 000 2046 1,681,000
Page 538 of 740