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