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Proceedings to Direct Advertisement for Sale of $6,500,000 Bonds, $8,500,000 Bonds, $9,250,000 Urban Renewal BondsCity of Dubuque City Council ACTION ITEMS # 3. Copyrighted January 21, 2025 ITEM TITLE: Proceedings to Direct Advertisement for Sale of $6,500,000 Tax Exempt General Obligation Bonds, Series 2025A, $8,500,000 Taxable General Obligation Bonds, Series 2025B, $9,250,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C, Approval of the Preliminary Official Statements, and Approval of Electronic Bidding Procedures SUMMARY: City Manager recommends City Council approval of the suggested proceedings for approving the advertisement for sale, preliminary Official Statements, and electronic bidding procedures for the $6,500,000 Tax Exempt General Obligation Bonds, Series 2025A, $8,500,000 Taxable General Obligation Bonds, Series 2025B, and $9,250,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C. RESOLUTION Setting The Date For The Sale Of General Obligation Corporate Purpose Bonds, Series 2025A And Authorizing The Use Of A Preliminary Official Statement In Connection Therewith RESOLUTION Setting The Date For The Sale Of Taxable General Obligation Corporate Purpose Bonds, Series 2025B And Authorizing The Use Of A Preliminary Official Statement In Connection Therewith RESOLUTION Setting The Date For The Sale Of Taxable General Obligation Urban Renewal Bonds, Series 2025C And Authorizing The Use Of A Preliminary Official Statement In Connection Therewith SUGGUESTED Receive and File; Adopt Resolution(s) DISPOSITION: ATTACHMENTS: memo_2025_01_14 2. Series 2025ABC - Direct Advertisement of Sale - Staff memo_2025_01_14 3. 2025A Set Sale & Auth POS (Dubuque 430411-13) 2025-v4 4. 2025B Set Sale & Auth POS (Dubuque 430411-13) 2025-v4 5. 2025C Auth POS & Set Formal Sale Taxable GO UR LA (Dubuque 430411-13) Page 547 of 740 2025-v4 6. Preliminary Official Statement (Dubuque 2025ABC) Page 548 of 740 THE CITY OF DBQTEu Masterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager Dubuque U-Aurici Ny It i1wL 2007.2012.2013 2017*2019 SUBJECT: Proceedings to Direct Advertisement for Sale of $6,500,000 Tax Exempt General Obligation Bonds, Series 2025A, $8,500,000 Taxable General Obligation Bonds, Series 2025B, $9,250,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C, Approval of the Preliminary Official Statements, and Approval of Electronic Bidding Procedures DATE: January 14, 2025 Chief Financial Officer Jennifer Larson recommends City Council approval of the suggested proceedings for approving the advertisement for sale, preliminary Official Statements, and electronic bidding procedures for the $6,500,000 Tax Exempt General Obligation Bonds, Series 2025A, $8,500,000 Taxable General Obligation Bonds, Series 2025B, and $9,250,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C. The $6,500,000 Tax Exempt Series 2025A bonds will provide $588,810 for Fire Ambulance Replacements, $590,000 for Fire Cardiac Monitors, $52,020 for Fire Outdoor Warning Signal, $90,000 for Fire Portable Radio Replacements, $53,822 for Fire Wireless Headsets, $340,000 for Fire Boat Replacement, $33,500 for Fire Community AED Implementation, $1,021,700 for Solid Waste Collection Vehicles, $632,875 for Airport Taxiway Improvements, $100,000 for Fire Station Generators, $193,000 for Fire Station 6 Roof Replacement, $200,000 for Fire Station Tuck Pointing, $300,000 for Fire Administrative Office Update, $625,000 for Fire Bunk Rooms, $54,961 for Fire Mechanical and Electrical systems, $200,000 for Fire HVAC Replacement, $442,645 for Fire Station Improvements, $466,676 for Fire Training Burn Tower improvements, and $514,991 for issuance fees and contingency for fluctuations in the bond market for interest rates. The $8,500,000 Taxable Series 2025B bonds will provide $2,090,000 for Fire Ladder/Pumper truck replacements, $457,000 for ABC Supply Building Deconstruction, $1,147,065 for Ice Arena Dehumidification, $3,215,196 for Smart Parking System, $700,000 for Parking Ramp Major Maintenance Repairs, $615,000 for Federal Building Renovations, and $275,739 for issuance fees and contingency for fluctuations in the bond market for interest rates. Page 549 of 740 The $9,250,000 Taxable General Obligation Urban Renewal, Series 2025C bonds will provide $8,784,961 for Iowa Amphitheater on Schmitt Island, and $465,039 for issuance fees and contingency for fluctuations in the bond market for interest rates. Although the City is selling General Obligation Bonds to support the projects, repayment of the debt will be local option sales tax, refuse collection fund, Dubuque Racing Association, and Greater Downtown TIF. The bond sale will be held on February 3, 2025. A letter from attorneys John Danos and David Grossklaus detailing information on the bond advertisement is enclosed. A draft copy of the preliminary Official Statement prepared by Dorsey & Whitney LLP and City staff is enclosed. Careful review of the draft Official Statement by appropriate City staff and members of the City Council is an important step in the offering of the Bonds for sale to the public. The U.S. Securities and Exchange Commission (the "Commission") has stated that "issuers are primarily responsible for the content of their disclosure documents and may be held liable under the federal securities laws for misleading disclosure." In several recent enforcement proceedings, the Commission has made clear that it expects public officials to generally review disclosure documents in light of their unique knowledge and perspectives on the issuer and its financial circumstances, or else to ensure that appropriate procedures are in place to provide the necessary review. Rule 15c2-12 of the Commission requires prospective purchasers of the Bonds to obtain and review an official statement that has been "deemed final" by the City prior to submitting a bid to purchase the Bonds. For this purpose, the Official Statement may omit certain information that is dependent upon the pricing of the issue (such as interest rates, bond maturities and redemption features), but should otherwise be accurate and complete. I concur with the recommendation and respectfully request Mayor and City Council approval. /' � kw4 Michael C. Van Milligen MCVM/jml Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Jennifer Larson, Chief Financial Officer Brian DeMoss, Finance Manager Page 550 of 740 THE C DUUB-�QFE Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: Jennifer Larson, Chief Financial Officer Dubuque WAnnia0l 2007-2012.2013 2017*2019 SUBJECT: Proceedings to Direct Advertisement for Sale of $6,500,000 Tax Exempt General Obligation Bonds, Series 2025A, $8,500,000 Taxable General Obligation Bonds, Series 2025B, $9,250,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C, Approval of the Preliminary Official Statements, and Approval of Electronic Bidding Procedures DATE: January 14, 2025 INTRODUCTION The purpose of this memorandum is to recommend the advertisement for the sale of the $6,500,000 Tax Exempt General Obligation Bonds, Series 2025A, $8,500,000 Taxable General Obligation Bonds, Series 2025B, $9,250,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C, approval of the Preliminary Official Statement, and approval of the electronic bidding procedures. DISCUSSION On January 6, 2025, a public hearing was held on a bond issuance not to exceed $24,250,000 General Obligation Bonds. The not to exceed amounts include a contingency for fluctuations in the bond market for interest rates, bond issuance costs and changes in project costs. The $6,500,000 Tax Exempt Series 2025A bonds will provide $588,810 for Fire Ambulance Replacements, $590,000 for Fire Cardiac Monitors, $52,020 for Fire Outdoor Warning Signal, $90,000 for Fire Portable Radio Replacements, $53,822 for Fire Wireless Headsets, $340,000 for Fire Boat Replacement, $33,500 for Fire Community AED Implementation, $1,021,700 for Solid Waste Collection Vehicles, $632,875 for Airport Taxiway Improvements, $100,000 for Fire Station Generators, $193,000 for Fire Station 6 Roof Replacement, $200,000 for Fire Station Tuck Pointing, $300,000 for Fire Administrative Office Update, $625,000 for Fire Bunk Rooms, $54,961 for Fire Mechanical and Electrical systems, $200,000 for Fire HVAC Replacement, $442,645 for Fire Station Improvements, $466,676 for Fire Training Burn Tower improvements, and $514,991 for issuance fees and contingency for fluctuations in the bond market for interest rates. Page 551 of 740 The $8,500,000 Taxable Series 2025B bonds will provide $2,090,000 for Fire Ladder/Pumper truck replacements, $457,000 for ABC Supply Building Deconstruction, $1,147,065 for Ice Arena Dehumidification, $3,215,196 for Smart Parking System, $700,000 for Parking Ramp Major Maintenance Repairs, $615,000 for Federal Building Renovations, and $275,739 for issuance fees and contingency for fluctuations in the bond market for interest rates. The $9,250,000 Taxable General Obligation Urban Renewal, Series 2025C bonds will provide $8,784,961 for Iowa Amphitheater on Schmitt Island, and $465,039 for issuance fees and contingency for fluctuations in the bond market for interest rates. Although the City is selling General Obligation Bonds to support the projects, repayment of the debt will be local option sales tax, refuse collection fund, Dubuque Racing Association, and Greater Downtown TIF. The bond sale will be held on February 3, 2025. A letter from attorneys John Danos and David Grossklaus detailing information on the bond advertisement is enclosed. A draft copy of the preliminary Official Statement prepared by Dorsey & Whitney LLP and City staff is enclosed. Careful review of the draft Official Statement by appropriate City staff and members of the City Council is an important step in the offering of the Bonds for sale to the public. The U.S. Securities and Exchange Commission (the "Commission") has stated that "issuers are primarily responsible for the content of their disclosure documents and may be held liable under the federal securities laws for misleading disclosure." In several recent enforcement proceedings, the Commission has made clear that it expects public officials to generally review disclosure documents in light of their unique knowledge and perspectives on the issuer and its financial circumstances, or else to ensure that appropriate procedures are in place to provide the necessary review. Rule 15c2-12 of the Commission requires prospective purchasers of the Bonds to obtain and review an official statement that has been "deemed final" by the City prior to submitting a bid to purchase the Bonds. For this purpose, the Official Statement may omit certain information that is dependent upon the pricing of the issue (such as interest rates, bond maturities and redemption features), but should otherwise be accurate and complete. RECOMMENDATION I respectfully recommend the adoption of the enclosed resolutions to approve the advertisement for sale of the bonds, approve electronic bidding procedures, and approve the preliminary official statement. 2 Page 552 of 740 JML Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Brian DeMoss, Finance Manager Page 553 of 740 DORSEY DORSEV i WHITNEY LLP January 13, 2025 Via Email Jenny Larson Chief Financial Officer/City Hall Dubuque, Iowa Re: General Obligation Corporate Purpose Bonds, Series 2025A Our File No. 430411-13 Dear Jenny: We have prepared and attach the necessary proceedings reflecting action to be taken at the January 21, 2025 meeting to set February 3, 2025 as the date for the sale of General Obligation Corporate Purpose Bonds, Series 2025A (the "Bonds") and to authorize the use of a preliminary official statement (the "P.O.S.") in connection therewith. The proceedings attached include the following items: I. Minutes of the meeting, followed by the resolution providing for the authorization of the P.O.S., setting the date for the sale of the Bonds, and authorizing distribution of a Notice of Sale. 2. Attestation Certificate with respect to the validity of the transcript. Prior to the adoption of the resolution, you and the City Council should review the proposed P.O.S., which we are preparing as disclosure counsel, carefully for accuracy and to ensure that there are no important facts being left out of the document that might bear on potential risks to bond holders. In addition, the financial and operating data set forth as Appendix A to the P.O.S. (which Independent Financial Advisors, LLC has worked with you to prepare) should be carefully reviewed for accuracy. As noted earlier, we are not reviewing the Appendix A data for accuracy. As soon as possible after the City Council meeting, please return one fully executed copy of all of the completed pages in these proceedings. If you have any questions, please contact Erin Regan, Cheryl Ritter or me. Best regards, John P. Danos David D. Grossklaus Attachments cc: Adrienne Breitfelder Crenna Brumwell Tionna Pooler Natalie Lawless 8o1 Grand Avenue I Suite 41001 Des Moines, IA 150309-8002 IT 515.283.1000 I dorsey.com Page 554 of 740 Dubuque / 430411-13 / 2025A Set Sale & Auth POS MINUTES TO SET DATE FOR SALE OF BONDS AND AUTHORIZE OFFICIAL STATEMENT FOR SERIES 2025A BONDS 430411-13 Dubuque, Iowa January 21, 2025 The City Council of the City of Dubuque, Iowa, met on January 21, 2025, at 6.30 o'clock .m., at the Historic Federal Building, 350 W. 61h St., Dubuque, Iowa. The meeting was called to order by the Mayor, and the roll being called, the following named Council Members were present and absent: Present: a or grj Cavan (OMCij Me(nkr,5 Susan Foebcr R,c, Jonas Nv,j Rcsr;c��, LouA Rvs�ll, Danny Sp n , Kaiy WcTa Absent: After due consideration and discussion, Council Member 7oneC introduced the following resolution and moved its adoption, seconded by Council Member ro,rber . The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted: Ayes: I1e51:ck, Cay"Mjj� rarber,Splani. K-us, , Bones, �U�i6inl Nays: Whereupon, the Mayor declared the resolution duly adopted, as hereinafter set out. At the conclusion of the meeting and, upon motion and vote, the City Council adjourned. Attest: City Clerk Mayor -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / 2025A Set Sale & Auth POS RESOLUTION NO. 25-25 Resolution setting the date for the sale of General Obligation Corporate Purpose Bonds, Series 2025A and authorizing the use of a preliminary official statement in connection therewith WHEREAS, the City of Dubuque (the "City"), in Dubuque County, State of Iowa, heretofore proposed to enter into a loan agreement (the "Essential Purpose Loan Agreement') pursuant to the provisions of Section 384.24A of the Code of Iowa and to borrow money thereunder in a principal amount not to exceed $6,190,000 for the purpose of paying the costs, to that extent, of (a) acquiring ambulances, fire protection vehicles, a fire protection boat, EMS equipment and fire safety radios and equipment; (b) acquiring solid waste collection vehicles and equipment; (c) undertaking improvements to the municipal airport; and (d) undertaking demolition/deconstruction of a dangerous and dilapidated property, and pursuant to law and a notice duly published, the City Council has held a public hearing on such proposal on January 6, 2025; and WHEREAS, the City also proposed to enter into a loan agreement (the "Exterior and Office Renovations Loan Agreement'), pursuant to the provisions of Section 384.24A of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $890,000 for the purpose of paying the costs, to that extent, of (a) acquiring and installing fire station generators; (b) undertaking fire station roof replacement and repairs; (c) undertaking fire station tuck pointing and related exterior repairs; and (d) undertaking fire department administrative office renovations, and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Exterior and Office Renovations Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Bunk Room and Systems Improvements Loan Agreement'), pursuant to the provisions of Section 384.24A of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $910,000 for the purpose of paying the costs, to that extent, of (a) undertaking fire station bunk room renovations; (b) undertaking fire station mechanical and electrical systems improvements; and (c) undertaking fire station HVAC replacement, and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Bunk Room and Systems Improvements Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Fire Station Improvements Loan Agreement," and together with the Exterior and Office Renovations Loan Agreement and the Bunk Room and Systems Improvements Loan Agreement, the "General Purpose Loan Agreements"), pursuant to the provisions of Section 384.24A of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $910,000 for the purpose of paying the costs, to that extent, of (a) undertaking fire station facilities improvements; and (b) undertaking improvements to the fire department burn tower training facility, and in lieu of calling -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / 2025A Set Sale & Auth POS calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Fire Station Improvements Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposes to enter into a loan agreement (the "Ice Arena Loan Agreement"), pursuant to the provisions of Section 384.24A and 384.24.3(q) of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $1,185,000 for the purpose of undertaking the Ice Arena Dehumidification Project, an authorized urban renewal project of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024, and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Ice Arena Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Parking System Loan Agreement"), pursuant to the provisions of Section 384.24A and 384.24.3(q) of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $4,045,000 for the purpose of undertaking the Smart Parking System Enhancement Project and the Parking Ramp Major Maintenance Project, authorized urban renewal projects of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024, and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Parking System Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Federal Building Loan Agreement" and together with Ice Arena Loan Agreement and the Parking System Loan Agreement, the "Urban Renewal Loan Agreements"), pursuant to the provisions of Section 384.24A and 384.24.3(q) of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $870,000 for the purpose of undertaking the Federal Building Renovation Project and the Central Avenue Streetscape Improvements Project, authorized urban renewal projects of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024, and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Federal Building Loan Agreement be submitted to the registered voters of the City; and WHEREAS, pursuant to the provisions of Section 384.28 of the Code of Iowa, the City combined its authority under the Urban Renewal Loan Agreements, the Essential Purpose Loan Agreement and the General Purpose Loan Agreements into a single loan agreement (the "Loan Agreement"); and -4- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 557 of 740 Dubuque / 430411-13 / 2025A Set Sale & Auth POS WHEREAS, the City has determined to split its authority under the Loan Agreement and to enter into a tax-exempt loan agreement (the "Tax Exempt Series 2025A Loan Agreement") and a taxable loan agreement; and WHEREAS, the City intends to issue General Obligation Corporate Purpose Bonds, Series 2025A (the "Tax Exempt Series 2025A Bonds") in evidence of its obligations under the Tax Exempt Series 2025A Loan Agreement; and WHEREAS, a Preliminary Official Statement (the "P.O.S.") has been prepared by Dorsey & Whitney LLP (the "Disclosure Counsel") as bond and disclosure counsel to the City to facilitate the sale of the Tax Exempt Series 2025A Bonds, and the City has made provision for the approval of the P.O.S. and has authorized its use by Independent Public Advisors, LLC, as municipal advisor to the City; and WHEREAS, it is now necessary to set the date for the sale of the Tax Exempt Series 2025A Bonds and to make provision for the advertisement thereof; NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa, as follows: Section 1. The City Staff are hereby authorized to take such action as shall be deemed necessary and appropriate, with the assistance of Dorsey & Whitney LLP (the "Disclosure Counsel"), as bond and disclosure counsel to the City, and the Municipal Advisor, to prepare the P.O.S. describing the Tax Exempt Series 2025A Bonds and providing for the terms and conditions of their sale, and all action heretofore taken in this regard is hereby ratified and approved. Section 2. The use by the Municipal Advisor of the P.O.S. relating to the Tax Exempt Series 2025A Bonds in substantially the form as has been presented to and considered by the City Council is hereby approved, and the Municipal Advisor, together with Disclosure Counsel, are hereby authorized to prepare and use a final Official Statement for the Tax Exempt Series 2025A Bonds substantially in the form of the P.O.S. but with such changes therein as are required to conform the same to the terms of the Tax Exempt Series 2025A Bonds and the resolution, when adopted, providing for the sale and issuance of the Tax Exempt Series 2025A Bonds, and the Chief Financial Officer is hereby authorized and directed to execute a final Official Statement for the Tax Exempt Series 2025A Bonds, if requested. The P.O.S. as of its date is deemed final by the City within the meaning of Rule 15(c)(2)-12 of the Securities and Exchange Commission. Section 3. Sealed bids for the purchase of the Tax Exempt Series 2025A Bonds shall be received and canvassed on behalf of the City until 10:00 a.m. on February 3, 2025, at the Historical Federal Building, 350 West 6th Street, in the City, and the City Council shall meet at the same place, on the same date, at 6:30 p.m., for the purpose of considering such bids received and considering and passing a resolution providing for the award of the Tax Exempt Series 2025A Bonds, and the Municipal Advisor is hereby authorized and directed to disseminate the notice of said sale, in compliance with the Internal Revenue Service regulations governing "Issue Price" determinations, such notice to minimally contain information regarding Establishment of -5- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 558 of 740 Dubuque / 43041 I-13 / 2025A Set Sale & Audi POS Section 4. Pursuant to Section 75.14 of the Code of Iowa, the City Council hereby authorizes the use of electronic bidding procedures for the sale of the Tax Exempt Series 2025A Bonds through PARITY®, and hereby finds and determines that the PARITY® competitive bidding system will provide reasonable security and maintain the integrity of the competitive bidding process and will facilitate the delivery of bids by interested parties under the circumstances of this bond sale. Section 5. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 6. This resolution shall be in full force and effect immediately upon its adoption and approval, as provided by law. Passed and approved January 21, 2025. ayor Attest: A Jr -ex (vU City Clerk -6- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / 2025A Set Sale & Auth POS ATTESTATION CERTIFICATE STATE OF IOWA DUBUQUE COUNTY SS: CITY OF DUBUQUE I, the undersigned, City Clerk of the City of Dubuque, do hereby certify that attached hereto is a true and correct copy of all of the proceedings of the City Council relating to the fixing of a date for the sale of General Obligation Corporate Purpose Bonds, Series 2025A and approving a preliminary official statement for the sale of the Bonds, as referred to herein. WITNESS MY HAND this a0% day of .Jan u ar �/ , 2025. City Clerk -7- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA 4 - L DORSEY DORSEV i WHITNEY LLP January 13, 2025 Via Email Jenny Larson Chief Financial Officer/City Hall Dubuque, Iowa Re: Taxable General Obligation Corporate Purpose Bonds, Series 2025B Our File No. 430411-13 Dear Jenny: We have prepared and attach the necessary proceedings reflecting action to be taken at the January 21, 2025 meeting to set February 3, 2025 as the date for the sale of Taxable General Obligation Corporate Purpose Bonds, Series 2025B (the "Bonds") and to authorize the use of a preliminary official statement (the "P.O.S.") in connection therewith. The proceedings attached include the following items: I. Minutes of the meeting, followed by the resolution providing for the authorization of the P.O.S., setting the date for the sale of the Bonds, and authorizing distribution of a Notice of Sale. 2. Attestation Certificate with respect to the validity of the transcript. Prior to the adoption of the resolution, you and the City Council should review the proposed P.O.S., which we are preparing as disclosure counsel, carefully for accuracy and to ensure that there are no important facts being left out of the document that might bear on potential risks to bond holders. In addition, the financial and operating data set forth as Appendix A to the P.O.S. (which Independent Financial Advisors, LLC has worked with you to prepare) should be carefully reviewed for accuracy. As noted earlier, we are not reviewing the Appendix A data for accuracy As soon as possible after the City Council meeting, please return one fully executed copy of all of the completed pages in these proceedings. If you have any questions, please contact Erin Regan, Cheryl Ritter or me. Best regards, John P. Danos David D. Grossklaus Attachments cc: Adrienne Breitfelder Crenna Brumwell Tionna Pooler Natalie Lawless 8o1 Grand Avenue I Suite 41001 Des Moines, IA 150309-8002 IT 515.283.1000 I dorsey.com Page 561 of 740 Dubuque / 430411-13 / Taxable 2025B Set Sale & Auth POS MINUTES TO SET DATE FOR SALE OF BONDS AND AUTHORIZE OFFICIAL STATEMENT FOR TAXABLE SERIES 2025B BONDS 430411-13 Dubuque, Iowa January 21, 2025 The City Council of the City of Dubuque, Iowa, met on January 21, 2025, at 6:34 o'clock.m., at the Historic Federal Building, 350 W. 61h St., Dubuque, Iowa. The meeting was called to order by the Mayor, and the roll being called, the following named Council Members were present and absent: Present: Fl�yor BrcA C ONOP4 , CoLwCd 44cr5 —%5an Farber R,'c Toms, NJ Rekt LoAura Roassell, D"nl SFra(\k, kofy G1e Ha Absent: After due consideration and discussion, Council Member J-001 introduced the following resolution and moved its adoption, seconded by Council Member Far {o e^ . The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted: Ayes: Re5t'► T Ki (aV"gn )Ii, Fj �cr, Sp rr,n �, Rw S.SeIJ-0-ic S, 0 11)ci I Nays: Whereupon, the Mayor declared the resolution duly adopted, as hereinafter set out. At the conclusion of the meeting and, upon motion and vote, the City Council adjourned. Attest: City Clerk -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 43041 I -13 / Taxable 2025E Set Sale & Auth POS RESOLUTION NO. 26-25 Resolution setting the date for the sale of Taxable General Obligation Corporate Purpose Bonds, Series 2025B and authorizing the use of a preliminary official statement in connection therewith WHEREAS, the City of Dubuque (the "City"), in Dubuque County, State of Iowa, heretofore proposed to enter into a loan agreement (the "Essential Purpose Loan Agreement') pursuant to the provisions of Section 384.24A of the Code of Iowa and to borrow money thereunder in a principal amount not to exceed $6,190,000 for the purpose of paying the costs, to that extent, of (a) acquiring ambulances, fire protection vehicles, a fire protection boat, EMS equipment and fire safety radios and equipment; (b) acquiring solid waste collection vehicles and equipment; (c) undertaking improvements to the municipal airport; and (d) undertaking demolition/deconstruction of a dangerous and dilapidated property, and pursuant to law and a notice duly published, the City Council has held a public hearing on such proposal on January 6, 2025; and WHEREAS, the City also proposed to enter into a loan agreement (the "Exterior and Office Renovations Loan Agreement'), pursuant to the provisions of Section 384.24A of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $890,000 for the purpose of paying the costs, to that extent, of (a) acquiring and installing fire station generators; (b) undertaking fire station roof replacement and repairs; (c) undertaking fire station tuck pointing and related exterior repairs; and (d) undertaking fire department administrative office renovations, and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Exterior and Office Renovations Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Bunk Room and Systems Improvements Loan Agreement'), pursuant to the provisions of Section 384.24A of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $910,000 for the purpose of paying the costs, to that extent, of (a) undertaking fire station bunk room renovations; (b) undertaking fire station mechanical and electrical systems improvements; and (c) undertaking fire station HVAC replacement, and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Bunk Room and Systems Improvements Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Fire Station Improvements Loan Agreement," and together with the Exterior and Office Renovations Loan Agreement and the Bunk Room and Systems Improvements Loan Agreement, the "General Purpose Loan Agreements"), pursuant to the provisions of Section 384.24A of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $910,000 for the purpose of paying the costs, to that extent, of (a) undertaking fire station facilities improvements; and (b) undertaking improvements to the fire department burn tower training facility, and in lieu of -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / Taxable 2025B Set Sale & Auth POS calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Fire Station Improvements Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposes to enter into a loan agreement (the "Ice Arena Loan Agreement"), pursuant to the provisions of Section 384.24A and 384.24.3(q) of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $1,185,000 for the purpose of undertaking the Ice Arena Dehumidification Project, an authorized urban renewal project of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024, and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Ice Arena Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Parking System Loan Agreement"), pursuant to the provisions of Section 384.24A and 384.24.3(q) of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $4,045,000 for the purpose of undertaking the Smart Parking System Enhancement Project and the Parking Ramp Major Maintenance Project, authorized urban renewal projects of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024, and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Parking System Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City also proposed to enter into a loan agreement (the "Federal Building Loan Agreement" and together with Ice Arena Loan Agreement and the Parking System Loan Agreement, the "Urban Renewal Loan Agreements"), pursuant to the provisions of Section 384.24A and 384.24.3(q) of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $870,000 for the purpose of undertaking the Federal Building Renovation Project and the Central Avenue Streetscape Improvements Project, authorized urban renewal projects of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024, and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Federal Building Loan Agreement be submitted to the registered voters of the City; and WHEREAS, pursuant to the provisions of Section 384.28 of the Code of Iowa, the City combined its authority under the Urban Renewal Loan Agreements, the Essential Purpose Loan Agreement and the General Purpose Loan Agreements into a single loan agreement (the "Loan Agreement"); and -4- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 564 of 740 Dubuque / 430411-13 / Taxable 2025B Set Sale & Auth POS WHEREAS, the City has determined to split its authority under the Loan Agreement and to enter into a tax-exempt loan agreement and a taxable loan agreement, (the "Taxable Series 2025B Loan Agreement"); and WHEREAS, the City intends to issue Taxable General Obligation Corporate Purpose Bonds, Series 2025B (the "Taxable Series 2025B Bonds") in evidence of its obligations under the Taxable Series 2025B Loan Agreement; and WHEREAS, a Preliminary Official Statement (the "P.O.S.") has been prepared to facilitate the sale of the Taxable Series 2025B Bonds to be issued in evidence of the obligation of the City under the Taxable Series 2025B Loan Agreement, and it is now necessary to make provision for the approval of the P.O.S. and to authorize its use by Independent Public Advisors, LLC, as municipal financial advisor (the "Municipal Advisor") to the City; and WHEREAS, it is now necessary to set the date for the sale of the Taxable Series 2025B Bonds and to make provision for the advertisement thereof; NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa, as follows: Section 1. The City Staff are hereby authorized to take such action as shall be deemed necessary and appropriate, with the assistance of Dorsey & Whitney LLP (the "Disclosure Counsel"), as bond and disclosure counsel to the City, and the Municipal Advisor, to prepare the P.O.S. describing the Taxable Series 2025B Bonds and providing for the terms and conditions of their sale, and all action heretofore taken in this regard is hereby ratified and approved. Section 2. The use by the Municipal Advisor of the P.O.S. relating to the Taxable Series 2025B Bonds in substantially the form as has been presented to and considered by the City Council is hereby approved, and the Municipal Advisor, together with Disclosure Counsel, are hereby authorized to prepare and use a final Official Statement for the Taxable Series 2025B Bonds substantially in the form of the P.O.S. but with such changes therein as are required to conform the same to the terms of the Taxable Series 2025B Bonds and the resolution, when adopted, providing for the sale and issuance of the Taxable Series 2025B Bonds, and the Chief Financial Officer is hereby authorized and directed to execute a final Official Statement for the Taxable Series 2025B Bonds, if requested. The P.O.S. as of its date is deemed final by the City within the meaning of Rule 15(c)(2)-12 of the Securities and Exchange Commission. Section 3. Sealed bids for the purchase of the Taxable Series 2025B Bonds shall be received and canvassed on behalf of the City until 10:00 a.m. on February 3, 2025, at the Historical Federal Building, 350 West 6th Street, in the City, and the City Council shall meet at the same place, on the same date, at 6:30 p.m., for the purpose of considering such bids received and considering and passing a resolution providing for the award of the Taxable Series 2025B Bonds, and the Municipal Advisor is hereby authorized and directed to disseminate the notice of said sale, in compliance with the Internal Revenue Service regulations governing "Issue Price" determinations, such notice to minimally contain information regarding Establishment of Issue -5- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 565 of 740 Dubuque / 430411-13 / Taxable 2025B Set Sale & Auth POS Price set forth in the "Terms of Offering" attached to the P.O.S. and to be in such form as the Municipal Advisor may deem to be appropriate. Section 4. Pursuant to Section 75.14 of the Code of Iowa, the City Council hereby authorizes the use of electronic bidding procedures for the sale of the Taxable Series 2025B Bonds through PARITY®, and hereby finds and determines that the PARITY' competitive bidding system will provide reasonable security and maintain the integrity of the competitive bidding process and will facilitate the delivery of bids by interested parties under the circumstances of this bond sale. Section 5. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 6. This resolution shall be in full force and effect immediately upon its adoption and approval, as provided by law. Passed and approved January 21, 2025. or Attest: City Clerk -6- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / Taxable 2025B Set Sale & Auth POS ATTESTATION CERTIFICATE STATE OF IOWA DUBUQUE COUNTY SS: CITY OF DUBUQUE I, the undersigned, City Clerk of the City of Dubuque, do hereby certify that attached hereto is a true and correct copy of all of the proceedings of the City Council relating to the fixing of a date for the sale of Taxable General Obligation Corporate Purpose Bonds, Series 2025B and approving a preliminary official statement for the sale of the Bonds, as referred to herein. WITNESS MY HAND this as day of /1 Lk0V1 , 2025. City Clerk -7- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA 4 - L DORSEY DORSEV i WHITNEY LLP January 13, 2025 Via Email Jenny Larson Chief Financial Officer/City Hall Dubuque, Iowa Re: Taxable General Obligation Urban Renewal Bonds, Series 2025C Our File No. 430411-13 Dear Jenny: We have prepared and attach the necessary proceedings reflecting action to be taken at the January 21, 2025 City Council meeting to set February 3, 2025 as the date for the sale of Taxable General Obligation Urban Renewal Bonds, Series 2025C (the "Bonds") and to authorize the use of a preliminary official statement (the "P.O.S.") in connection therewith. The proceedings attached include the following items: 1. Minutes of the meeting, followed by the resolution authorizing the P.O.S., approving its use by Independent Public Advisors, LLC, and setting the date for the sale of the Bonds. 2. Attestation Certificate with respect to the validity of the transcript. 3. Publication Certificate with respect to publication of the Notice of Sale, to which must be attached the publisher's affidavit of publication with a clipping of the notice as published. 4. The notice of sale must be published at least once, not less than four (4) and not more than twenty (20) dgys before the February 3rd sale date in a legal newspaper which is located in Dubuque County. The last date on which this Notice can be effectively published is Thursday, January 30, 2025. 5. As soon as the Notice appears in the newspaper, please have a copy emailed to Susan Lemke at lemke.susangdorsey.com. Prior to the adoption of the resolution, you and the City Council should review the proposed P.O.S., which we have prepared as Disclosure Counsel, carefully for accuracy and to ensure that there are no important facts being left out of the document that might bear on potential risks to bond holders. In addition, the financial and operating data set forth as Appendix A to the P.O.S. (which Independent Public Advisors, LLC, has worked with you to prepare) should be carefully reviewed for accuracy. Please note that we are not reviewing the Appendix A data for accuracy or sufficiency. 8oi Grand Avenue I Suite 41001 Des Moines, IA 1503og-8o02 I T 515.283•i000 I dorsey.com Page 568 of 740 As soon as possible after the City Council meeting, please return one fully executed copy of all of the completed pages in these proceedings. If you have any questions, please contact Erin Regan, Cheryl Ritter or me. Best regards, John P. Danos David D. Grossklaus Attachments cc: Adrienne Breitfelder Crenna Brumwell Tionna Pooler Natalie Lawless Page 569 of 740 Dubuque / 43041 1-13 / Auth POS & Set Fonnal Sale Taxable GO UR LA 2025C MINUTES TO SET DATE FOR SALE OF BONDS AND AUTHORIZE OFFICIAL STATEMENT FOR TAXABLE SERIES 2025C BONDS 430411-13 Dubuque, Iowa January 21, 2025 The City Council of the City of Dubuque, Iowa, met on January 21, 2025, at 6-:3O o'clock �.m., at the Historic Federal Building, 350 W. 6th St., Dubuque, Iowa. The Mayor presided and the roll was called showing the following members of the City Council present and absent: Present: Mayor &P%J 6yo,n,--�,�k Collnuj Mcrnb:r.s -Susan F.,btr, R;c. Sues Ntj Pesn,-c Lao ro, Russell, �� % Spronk, nFy t~J�}hnl i Absent: After due consideration and discussion, Council Member 7n e -:> introduced the following resolution and moved its adoption, seconded by Council Member Fox b,e The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted: p Ayes: Rem rsv'k?e Spr�,n��, IlowS.Sell �o-ies �►e�-�,�i Nays: Whereupon, the Mayor declared the resolution duly adopted, as hereinafter set out. At the conclusion of the meeting and, upon motion and vote, the City Council adjourned. ay r Attest: a City Clerk -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / Auth POS & Set Formal Sale Taxable GO UR LA 2025C RESOLUTION NO. 27-25 Resolution setting the date for the sale of Taxable General Obligation Urban Renewal Bonds, Series 2025C and authorizing the use of a Preliminary Official Statement in connection therewith WHEREAS, the City of Dubuque (the "City"), in Dubuque County, State of Iowa, heretofore proposed to enter into a loan agreement (the "Amphitheater Loan Agreement"), pursuant to the provisions of Section 384.24A and 384.24.3(q) of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $9,250,000 for the purpose of undertaking the Iowa Amphitheater on Schmitt Island Project, an authorized urban renewal project of the City in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024, and in lieu of calling an election upon such proposal, has published notice of the proposed action, including notice of the right to petition for an election, and has held a hearing thereon, and as of January 6, 2025, no petition had been filed with the City asking that the question of entering into the Amphitheater Loan Agreement be submitted to the registered voters of the City; and WHEREAS, the City Council previously determined to enter into the Amphitheater Loan Agreement in the future and ordered that Taxable General Obligation Urban Renewal Bonds, Series 2025C (the "Taxable Series 2025C Bonds") be issued at such time, in evidence of the City's obligations thereunder; and WHEREAS, a Preliminary Official Statement (the "P.O.S.") has been prepared to facilitate the sale of the Taxable Series 2025C Bonds to be issued in evidence of the obligation of the City under the Amphitheater Loan Agreement, and it is now necessary to make provision for the approval of the P.O.S. and to authorize its use by Independent Public Advisors, LLC, as municipal financial advisor (the "Municipal Advisor") to the City; and WHEREAS, it is now necessary to fix a date of meeting of the City Council to consider bids and take action for the sale and issuance of the Taxable Series 2025C Bonds and to give proper notice of such sale, as required by Chapter 75 of the Code of Iowa; NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa, as follows: Section 1. The City Staff are hereby authorized to take such action as shall be deemed necessary and appropriate with the assistance of Dorsey & Whitney LLP, as the City's disclosure counsel (the "Disclosure Counsel") and the Municipal Advisor, to prepare the P.O.S. describing the Taxable Series 2025C Bonds and providing for the terms and conditions of their sale, and all action heretofore taken in this regard is hereby ratified and approved. Section 2. The use by the Municipal Advisor of the P.O.S. in substantially the form as has been presented to and considered by the City Council is hereby approved, and the Municipal Advisor and Disclosure Counsel are hereby authorized to prepare and use a final Official Statement for the Taxable Series 2025C Bonds substantially in the form of the P.O.S. but with such changes therein as are required to conform the same to the terms of the Taxable Series 2025C Bonds and the resolution, when adopted, providing for the sale and issuance of the Taxable Series 2025C -4- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / Auth POS & Set Formal Sale Taxable GO UR LA 2025C Bonds, and the Chief Financial Officer is hereby authorized and directed to execute a final Official Statement for the Taxable Series 2025C Bonds, if requested. The P.O.S. as of its date is deemed final by the City within the meaning of Rule 15(c)(2)-12 of the Securities and Exchange Commission. Section 3. Sealed bids for the purchase of the Taxable Series 2025C Bonds shall be received and canvassed on behalf of the City until 10:00 a.m. on February 3, 2025, at the City Hall in the City, and the City Council shall meet on the same date at 6:30 p.m., for the purpose of considering such bids received and considering and passing a resolution providing for the award of the Taxable Series 2025C Bonds, and the Municipal Advisor is hereby authorized and directed to disseminate the notice of said sale, in compliance with the Internal Revenue Service regulations governing "Issue Price" determinations. The City Clerk is hereby authorized and directed to disseminate the notice of said sale, such notice to be in substantially the following form, and also to be published at least once, not less than four (4) and not more than twenty (20) days before the February 3, 2025 sale date, in a newspaper of general circulation in Dubuque County: -5- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 572 of 740 Dubuque / 430411-13 / Auth POS & Set Formal Sale Taxable GO UR LA 2025C NOTICE OF SALE CITY OF DUBUQUE, IOWA $8,945,000 TAXABLE GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2025C Bids will be received on behalf of the City of Dubuque, Iowa, until 10:00 a.m. on February 3, 2025, for the purchase of $8,945,000* Taxable General Obligation Urban Renewal Bonds, Series 2025C (the "Bonds") of the City. Any of the methods set forth below may be used, but no open bids will be accepted: Sealed Bidding: Sealed bids will be received by Chief Financial Officer, City of Dubuque, at 50 W 13th Street, Dubuque, Iowa 52001 until 10:00 a.m. C.S.T. Electronic Internet Bidding: Electronic internet bids will be received at the office of the City's Municipal Advisor, Independent Public Advisors, LLC, 5550 Wild Rose Lane, Suite 400, West Des Moines, IA 50266 until 10:00 a.m. C.S.T. and must be submitted through PARITY®. Electronic Facsimile/Email Bidding: Electronic facsimile bids will be received at City Hall, Dubuque (facsimile number: (563) 589-0890 or the office of the City's Financial Officer (563) 589-4100. Email bids to the City's Municipal Advisor (tionnakipamuni.com) will also be accepted. Electronic facsimile and email bids will be sealed and treated as sealed bids. Facsimile and email transmissions received after the deadline will be rejected. Bidders electing to submit bids via facsimile transmission bear full responsibility for the transmission of such bid. Neither the City nor its agents shall be responsible for malfunction or mistake made by any person, or as a result of the use of the facsimile facilities or any other means used to deliver or complete a bid. The use of such facilities or means is at the sole risk of the prospective bidder who shall be bound by the terms of the bid as received. Neither the City nor its agents will assume liability for the inability of the bidder to reach the above named facsimile numbers prior to the time of sale specified above. Time of receipt shall be the time recorded by the facsimile operator receiving the bids. After the deadline for receipt of bids has passed, sealed bids that have been timely received will be opened and announced, and electronic internet bids will be accessed and announced. All bids will be presented to the City Council for consideration at its meeting to be held at 6:30 p.m., on February 3, 2025, at the Historical Federal Building, 350 West 6th Street, Dubuque, Iowa. *The City reserves the right to increase or decrease the aggregate principal amount of the issue. Any change will be in increments of $5,000 and may be made in any of the maturities. The purchase price will be adjusted proportionately to reflect any change in issue size. The Bonds will be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof, will be dated March 4, 2025, will bear interest payable semiannually on each June 1 and December I to maturity, commencing December 1, 2025, and will mature on each June I in the following years and amounts: -6- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 573 of 740 Dubuque / 430411-13 / Auth POS & Set Formal Sale Taxable GO UR LA 2025C Date Principal Interest Rate Date Principal Interest Rate 2029 $375,000 % 2037 $550,000 % 2030 $390,000 % 2038 $580,000 % 2031 $410,000 % 2039 $615,000 % 2032 $430,000 % 2041 $650,000 % 2033 $450,000 % 2041 $685,000 % 2034 $475,000 % 2042 $725,000 % 2035 $500,000 % 2043 $770,000 % 2036 $525,000 % 2044 $815,000 % Principal of the Bonds maturing on June 1 in each of the years 2034 to 2044, inclusive, is subject to optional redemption prior to and in any order of maturity on June 1, 2033, or on any date thereafter upon terms of par and accrued interest. All bids must be for not less than a par amount of $8,855,550, plus accrued interest. The legal opinion of Dorsey & Whitney LLP, Attorneys, Des Moines, Iowa, will be furnished by the City. A good faith deposit of ONE PERCENT OF PAR ($89,450) is required of the successful bidder and may be forfeited to the City in the event the successful bidder fails or refuses to take and pay for the Bonds. The City reserves the right to reject any or all bids and to waive irregularities in any bid. The Bonds are being issued pursuant to the provisions of Chapter 384 of the Code of Iowa and will constitute general obligations of the City, payable from taxes levied upon all the taxable property in the City without limitation as to rate or amount. Bidders should be aware that the official terms of offering to be published in the Official Statement for the Bonds contain additional bidding terms and information relative to the Bonds, including, without limitation, requirements regarding the establishment of issue price for the Bonds. Bidders should prepare their bids on the assumption that the Bonds will be subject to the "hold -the -offering -price" rule, if the requirements for a competitive sale have not been met. Any bid submitted pursuant to this Notice of Sale will be considered a firm offer for the purchase of the Bonds, and bids submitted will not be subject to cancellation or withdrawal. In the event of a variance between statements in this Notice of Sale (except with respect to the time and place of the sale of the Bonds and the principal amount offered for sale) and said official terms of offering, the provisions of the latter shall control. By order of the City Council of the City of Dubuque, Iowa. Adrienne Breitfelder City Clerk -7- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Page 574 of 740 Dubuque / 430411-13 / Auth POS & Set Formal Sale Taxable GO UR LA 2025C Section 5. Pursuant to Section 75.14 of the Code of Iowa, the City Council hereby authorizes the use of electronic bidding procedures for the sale of the Taxable Series 2025C Bonds through PARITY®, and hereby finds and determines that the PARITY' competitive bidding system will provide reasonable security and maintain the integrity of the competitive bidding process and will facilitate the delivery of bids by interested parties under the circumstances of this bond sale. Section 6. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 7. This resolution shall be in full force and effect immediately upon its adoption and approval, as provided by law. Passed and approved January 21, 2025. Mayor Attest: 0-7/�" k,*, &'- City Clerk -8- DORSEY & WHITNEY LLP, A"rrORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / Auth POS & Set Fonnal Sale Taxable GO UR LA 2025C ATTESTATION CERTIFICATE STATE OF IOWA DUBUQUE COUNTY SS: CITY OF DUBUQUE I, the undersigned, City Clerk of the City of Dubuque, do hereby certify that attached hereto is a true and correct copy of all of the proceedings of the City Council relating to fixing a date for the sale of Taxable General Obligation Urban Renewal Bonds, Series 2025C and approving a preliminary official statement for the sale of the Bonds, as referred to herein. WITNESS MY HAND this o� day of 7c\n uo,(' 1r 92025. City Clerk -9- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Dubuque / 430411-13 / Auth POS & Set Formal Sale Taxable GO UR LA 2025C PUBLICATION CERTIFICATE (PLEASE NOTE: Do not date and return this certificate until you have received the publisher's affidavit and have verified that the notice was published on the date indicated in the affidavit but please return all other completed pages to us as soon as they are available.) STATE OF IOWA COUNTY OF DUBUQUE SS: CITY OF DUBUQUE I, the undersigned, City Clerk of the City of Dubuque, Iowa, do hereby certify that pursuant to the resolution of the City Council fixing a date for the sale of Taxable General Obligation Urban Renewal Bonds, Series 2025C, the notice, of which the printed slip attached to the publisher's affidavit hereto attached is a true and complete copy, was published on the date and in the newspaper specified in such affidavit, which newspaper is located in Dubuque County. 4'1'1 WITNESS MY HAND this day of FeNO V , 2025. City Clerk (Attach here publisher's original affidavit with clipping of the notice of sale as published.) -10- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA STATE OF IOWA SS: DUBUQUE COUNTY CERTIFICATE OF PUBLICATION I, Kathy Goetzinger, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph Herald, a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: 01/24/2025 and for which the charge is 152.62 Subscribed to before me, a Notary Pub ' in and for Dubuque County, Iowa, this 27th day of January, 2025 C"�k . -,4- K Notary Pu lic 'n and for Dubuque County, Iowa. aui s JA ET K. PAPE oP � Commission Number 199659 Z My Commission Expires low,, 12111l2025 I r NOTICE OF SALE CITY OF DUBUQUE, IOWA $8,945,000 TAXABLE GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2025C Bids will be received on behalf of the City of Dubuque, Iowa, until 10:00 a.m. on February 3, 2025, for the purchase of $8,945,000 Taxable General Obligation Urban Renewal Bands, Series 2025C (the "Bonds') of the City. Any of the methods set forth below may be used, but no open bids will be accepted: Sealed Bidding: Sealed bids will be received by Chief Financial Officer, City of Dubuque, at 50 W 13' Street, Dubuque, Iowa 52001 until 10:00 a.m. C.S.T. Electronic Internet Bidding: Electronic internet bids will be received at the office of the City's Municipal Advisor, Independent Public Advisors, LLC, 5550 Wild Rose Lane, Suite 400, West Des Moines, IA 50266 until 10:00 a.m. C.S.T. and must be submitted througf PARITY. Electronic Facsimile/Email Bidding: Electronic facsimile bids will be received at City Hall, Dubuque (facsimile number: (563) 589-0890 or the office of the City's Financial Officer (563) 589-4100, Email bids to the City's Municipal Advisor (tionn4@-ipamuni.com) will also be accepted. Electronic facsimile and email bids will be sealed and treated as sealed bids. Facsimile and email transmissions received after the deadline will be rejected. Bidders electing to submit bids via facsimile transmission bear full responsibility for the transmission of such bid. Neither the City nor its agents shall be responsible for malfunction or mistake made by any person, or as a result of the use of the facsimile facilities or any other means used to deliver or complete a bid. The use of such facilities or means is at the sole risk of the prospective bidder who shall be bound by the terms of the bid as received. Neither the City nor its agents will assume liability for the inability of the bidder to reach the above named facsimile numbers prior to the time of sale specified above. Time of receipt shall be the time recorded by the facsimile operator receiving the bids. After the deadline for receipt of bids has passed, sealed bids that have been timely received will be opened and announced, and electronic internet bids will be accessed and announced. All bids will be presented to the City Council for consideration at its meeting to be held at 6:30 p.m., on February 3, 2025, at the Historical Federal Building, 350 West 611 Street, Dubuque, Iowa. "The City reserves the right to increase or decrease the aggregate principal amount of the issue. Any change will be in increments of $5,000 and may be made in any of the maturities. The purchase price will be adjusted proportionately to reflect any change in issue size. The Bonds will be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof, will be dated March 4, 2025, will bear interest payable semiannually on each June 1 and December 1 to maturity, commencing December 1, 2025, and will mature on each June 1 in the following years and amounts: Date Principal Interest Rate Date rincipal Interest Rate $375,000 _% 2037 $550,000 _% $390,000 _% 2038 $580,000 $410,000 _% 2039 $615,000 2032 $430,000 _% 2041 $650,000 _% 2033 $450,000 _o/ 2041 $685,000 2034 $475,000 _% 2042 $725,000 2035 $500,000 _% 2043 $770,000 2036 $525,000 % 201 $815,000 _% „icipa, 01 11 is bungs maturing on June 1 in each of the years 2034 to 2044, inclusive, is subject to optional redemption prior to and in any order of maturity on June 1, 2033, or on any date thereafter upon terms of par and accrued interest. All bids must be for not less than a par amount of $8,855,550, plus accrued interest. The legal opinion of Dorsey & Whitney LLP, Attorneys, Des Moines, Iowa, will be furnished by the City. A good faith deposit of ONE PERCENT OF PAR ($89,450) is required of the successful bidder and may be forfeited to the City in the event the successful bidder fails or refuses to take and pay for the Bonds. The City reserves the right to reject any or all bids and to waive irregularities in any bid. The Bonds are being issued pursuant to the provisions of Chapter 384 of the Code of Iowa and will constitute general obligations of the City, payable from taxes levied upon all the taxable property in the City without limitation as to rate or amount. Bidders should be aware that the official terms of offering to be published in the Official Statement for the Bonds contain additional bidding terms and information relative to the Bonds, including, without limitation, requirements regarding the establishment of issue price for the Bonds. Bidders should prepare their bids on the assumption that the Bonds will be subject to the `hold -the -offering -price" rule, if the requirements for a competitive sale have not been met. Any bid submitted pursuant to this Notice of Sale will be considered a firm offer for the purchase of the Bonds, and bids submitted will not be subject to cancellation or withdrawal. In the event of a variance between statements in this Notice of Sale (except with respect to the time and place of the sale of the Bonds and the principal amount offered for sale) and said official terms of offering, the provisions of the latter shall control. By order of the City Council of the City of Dubuque, Iowa. 1t 1/24 Adrienne Breitfelder City Clerk adno=423475 PRELIMINARY OFFICIAL STATEMENT DATED [JANUARY _, 2025] NEW ISSUE - DTC BOOK ENTRY ONLY RATING: Moody's: "[]" (See "Rating" herein.) In the opinion of Dorsey & Whitney LLP, Bond Counsel, according to present laws, rulings and decisions and assuming the accuracy of certain representations and compliance with certain covenants, the interest on the Series 2025A Bonds (i) is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code) and (ii) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on noncorporate taxpayers by Section 55 of the Code. Interest on the Series 2025A Bonds may, however, be taken into account in determining adjusted financial statement income for purposes of the federal alternative minimum tax imposed on applicable corporations (as defined in Section 59(k) of the Code). Interest on the Series 2025A Bonds is not excluded from the gross income of the owners thereof for State of Iowa income tax purposes. Interest on the Series 2025B Bonds is not excluded from the gross income of the owners thereoffor federal or State oflowa income tax purposes. Interest on the Series 2025C Bonds is not excluded from the gross income of the owners thereof for federal income tax purposes. Interest on the Series 2025C Bonds is exempt from the taxes imposed by Subchapter If (Personal Net Income Tax) and Subchapter III (Business Tax on Corporations) of Chapter 422 of the Code of Iowa, 2023, as amended (the "Iowa Code'). Interest on the Series 2025C Bonds is subject to the taxes imposed by Subchapter V (Taxation of Financial Institutions) of Chapter 422 of the Iowa Code See "TAX EXEMPTION AND RELATED TAX MATTERS" herein. City of Dubuque, Iowa $6,325,000* $8,370,000- $8,945,000- General Obligation Corporate Purpose Taxable General Obligation Taxable General Obligation Urban Bonds, Series 2025A Corporate Purpose Bonds, Series Renewal Bonds, Series 2025C 2025B Dated: Date of Delivery Due: As shown on inside cover The $6,325,000' General Obligation Corporate Purpose Bonds, Series 2025A (the "Series 2025A Bonds"), the $8,370,000 Taxable General Obligation Corporate Purpose Bonds, Series 2025B (the "Series 2025B Bonds") and the $8,945,000* Taxable General Obligation Urban Renewal Bonds, Series 2025C (the "Series 2025C Bonds" and, together with the Series 2025A Bonds and the Series 2025B Bonds, collectively, the "Bonds"), are being issued in fully registered form in denominations of $5,000 or any integral multiple thereof pursuant to the provisions of Chapters 384 and 76 and, with respect to the Series 2025C Bonds, Chapter 403, of the Code of Iowa, 2023, as amended, and one or more resolutions authorizing issuance of the Bonds (the "Resolutions") expected to be adopted by the City of Dubuque, Iowa (the "Issuer" or the "City") on February 17, 2025'. The Depository Trust Company, New York, New York ("DTC") will act as the securities depository for the Bonds and its nominee, Cede & Co., will be the registered owner of the Bonds. Individual purchases of the Bonds will be recorded on a book -entry only system operated by DTC. Purchasers of the Bonds will not receive certificates representing their interest in the Bonds purchased. So long as DTC or its nominee, Cede & Co., is the Bondholder, the principal of, premium, if any, and interest on the Bonds will be paid by UMB Bank, n.a., West Des Moines, Iowa, as Registrar and Paying Agent (the "Registrar"), or its successor, to DTC, or its nominee, Cede & Co. Disbursement of such payments to the Beneficial Owners is the responsibility of the DTC Participants as more fully described herein. Neither the Issuer nor the Registrar will have any responsibility or obligation to such DTC Participants, indirect participants or the persons for whom they act as nominee with respect to the Bonds. See "APPENDIX E — BOOK -ENTRY SYSTEM" herein. The Bonds will bear interest from their dated date, payable semiannually on each June 1 and December 1, commencing December 1, 2025. All of the Bonds then outstanding are subject to optional redemption at the option of the Issuer, as a whole or in part, from any source of available funds, on June 1, 2033, or on any date thereafter at a redemption price equal to the principal amount of the Bonds, together with accrued interest to the date fixed for redemption, without premium. See "THE BONDS — Redemption" herein. The Bonds and the interest thereon are general obligations of the Issuer, and all taxable property within the corporate boundaries of the Issuer is subject to the levy of taxes to pay the principal of and interest on the Bonds without constitutional or statutory limitation as to rate or amount. See "SECURITY AND SOURCE OF PAYMENT" herein. Proceeds of the Series 2025A Bonds will be used for the purpose of paying the cost, to that extent of (a) acquiring ambulances, fire protection vehicles, a fire protection boat, EMS equipment and fire safety radios and equipment; (b) acquiring solid waste collection vehicles and equipment; (c) undertaking improvements to the municipal airport; (d) acquiring and installing fire station generators; (e) undertaking fire station roof replacement and repairs; (f) undertaking fire station tuck pointing and related exterior repairs; (g) undertaking fire department administrative office renovations; (h) undertaking fire station bunk room renovations; (i) undertaking fire station mechanical and electrical systems improvements; and 0) undertaking fire station HVAC replacement; (k) undertaking fire station facilities improvements; (1) undertaking improvements to the fire department burn tower training facility; (m) undertaking the Central Avenue Streetscape Improvements Project, an authorized urban renewal project of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; and (n) and paying certain costs of issuance related to the Series 2025A Bonds. Proceeds of the Series 2025B Bonds will be used for the purpose of paying the cost, to that extent of (a) acquiring fire protection vehicles; (b) undertaking demolition/deconstruction of a dangerous and dilapidated property; (c) undertaking the Ice Arena Dehumidification Project, an authorized urban renewal project of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; (d) undertaking the Smart Parking System Enhancement Project and the Parking Ramp Major Maintenance Project, authorized urban renewal projects of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; (e) undertaking the Federal Building Renovation Project, an authorized urban renewal project of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; and (f) and paying certain costs of issuance related to the Series 2025B Bonds. Proceeds of the Series 2025C Bonds will be used for the purpose of paying the cost, to that extent of (a) undertaking the Iowa Amphitheater on Schmitt Island Project, an authorized urban renewal project of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; and (b) paying certain costs of issuance related to the Series 2025C Bonds. See "PLAN OF FINANCING" herein. The Bonds are being offered when, as and if issued by the Issuer and accepted by the Underwriter, subject to receipt of opinions as to legality, validity and, with respect to the Series 2025A Bonds and the Series 2025C Bonds, tax exemption by Dorsey & Whitney LLP, Des Moines, Iowa, Bond Counsel. Dorsey & Whitney LLP is also serving as Disclosure Counsel to the Issuer in connection with the issuance of the Bonds. It is expected that the Bonds in the definitive form will be available for delivery through the facilities of DTC on or about March 4, 2025.' The Date of this Official Statement is February _, 2025 ' Preliminary, subject to change. Page 578 of 740 MATURITY SCHEDULES $61,3259000* City of Dubuque, Iowa General Obligation Corporate Purpose Bonds, Series 2025A Due Amount . Rate ' Yield ' Cusip Num." Due Amount . Rate ' Yield' Cusip Num." June 1, 2026 $190,000 June 1, 2036 $335,000 June 1, 2027 $255,000 June 1, 2037 $355,000 June 1, 2028 $265,000 June 1, 2038 $365,000 June 1, 2029 $270,000 June 1, 2039 $375,000 June 1, 2030 $280,000 June 1, 2040 $390,000 June 1, 2031 $290,000 June 1, 2041 $405,000 June 1, 2032 $295,000 June 1, 2042 $425,000 June 1, 2033 $305,000 June 1, 2043 $435,000 June 1, 2034 $310,000 June 1, 2044 $455,000 June 1, 2035 $325,000 $8,370,000* City of Dubuque, Iowa Taxable General Obligation Corporate Purpose Bonds, Series 2025B Due Amount ' Rate ' YieldCusip Num.*W Due Amount ' Rate ' Yield' Cusip Num." June 1, 2026 $175,000 June 1, 2036 $445,000 June 1, 2027 $290,000 June 1, 2037 $470,000 June 1, 2028 $305,000 June 1, 2038 $495,000 June 1, 2029 $320,000 June 1, 2039 $520,000 June 1, 2030 $330,000 June 1, 2040 $550,000 June 1, 2031 $345,000 June 1, 2041 $585,000 June 1, 2032 $365,000 June 1, 2042 $620,000 June 1, 2033 $385,000 June 1, 2043 $650,000 June 1, 2034 $405,000 June 1, 2044 $695,000 June 1, 2035 $420,000 Preliminary, subject to change. CUSIP numbers shown above have been assigned by a separate organization not affiliated with the Issuer. The Issuer has not selected nor is responsible for selecting the CUSIP numbers assigned to the Bonds nor do they make any representation as to the correctness of such CUSIP numbers on the Bonds or as indicated above. Page 579 of 740 $81,9451,000* City of Dubuque, Iowa Taxable General Obligation Urban Renewal Bonds, Series 2025C Due Amount * Rate * Yield * Cusip Num.** Due Amount * Rate * Yield Cusip Num.** June 1, 2029 $375,000 June 1, 2037 $550,000 June 1, 2030 $390,000 June 1, 2038 $580,000 June 1, 2031 $410,000 June 1, 2039 $615,000 June 1, 2032 $430,000 June 1, 2040 $650,000 June 1, 2033 $450,000 June 1, 2041 $685,000 June 1, 2034 $475,000 June 1, 2042 $725,000 June 1, 2035 $500,000 June 1, 2043 $770,000 June 1, 2036 $525,000 June 1, 2044 $815,000 Preliminary, subject to change CUSIP numbers shown above have been assigned by a separate organization not affiliated with the Issuer. The Issuer has not selected nor is responsible for selecting the CUSIP numbers assigned to the Bonds nor do they make any representation as to the correctness of such CUSIP numbers on the Bonds or as indicated above. Page 580 of 740 [PAGE INTENTIONALLY LEFT BLANK] Page 581 of 740 No dealer, broker, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this Official Statement and, if given or made, such information or representations must not be relied upon as having been authorized by the Issuer or the Underwriter. This Official Statement does not constitute an offer to sell or a solicitation of any offer to buy any of the securities offered hereby in any state to any persons to whom it is unlawful to make such offer in such state. Except where otherwise indicated, this Official Statement speaks as of the date hereof. Neither the delivery of this Official Statement nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Issuer since the date hereof. The information set forth herein has been obtained from the Issuer and from other sources that are believed to be reliable, but it is not guaranteed as to accuracy or completeness, and is not to be construed as a representation, by the Underwriter. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. No representation is made regarding whether the Bonds constitute legal investments under the laws of any state for banks, savings banks, savings and loan associations, life insurance companies, and other institutions organized in such state, or fiduciaries subject to the laws of such state. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts. THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION BY REASON OF THE PROVISIONS OF SECTION 3(a)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED. THE REGISTRATION OR QUALIFICATIONS OF THE BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF SECURITIES LAWS OF THE STATES IN WHICH THE BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES SHALL NOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES ATTACHED HERETO, CONTAINS STATEMENTS WHICH SHOULD BE CONSIDERED "FORWARD -LOOKING STATEMENTS," MEANING THEY REFER TO POSSIBLE FUTURE EVENTS OR CONDITIONS. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY THE WORDS SUCH AS "ANTICIPATED," "PLAN," "EXPECT," "PROJECTED," "ESTIMATE," "BUDGET," "PRO FORMA," "FORECAST," "INTEND," OR OTHER WORDS OF SIMILAR IMPORT. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD -LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD -LOOKING STATEMENTS. THE ISSUER DOES NOT EXPECT OR INTEND TO UPDATE OR REVISE ANY FORWARD -LOOKING STATEMENTS CONTAINED HEREIN IF OR WHEN ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR. References to website addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader's convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of, this Official Statement for purposes of, and as that term is defined in, Securities and Exchange Commission Rule 15c2-12. In connection with the issuance of the Bonds, the Issuer will enter into a Continuing Disclosure Certificate. See "APPENDIX C — FORM OF CONTINUING DISCLOSURE CERTIFICATE." Page 582 of 740 TABLE OF CONTENTS INTRODUCTION.......................................................................................................................................................................................1 THEISSUER...............................................................................................................................................................................................1 THEBONDS...............................................................................................................................................................................................2 SECURITY AND SOURCE OF PAYMENT.............................................................................................................................................2 BONDHOLDERS' RISKS..........................................................................................................................................................................3 LITIGATION............................................................................................................................................................................................... 6 ACCOUNTANT..........................................................................................................................................................................................7 MUNICIPALADVISOR............................................................................................................................................................................7 PLANOF FINANCING..............................................................................................................................................................................7 SOURCES AND USES OF FUNDS...........................................................................................................................................................7 TAX EXEMPTION AND RELATED TAX MATTERS...........................................................................................................................8 LEGALMATTERS...................................................................................................................................................................................10 RATING....................................................................................................................................................................................................10 CONTINUINGDISCLOSURE.................................................................................................................................................................10 UNDERWRITING....................................................................................................................................................................................10 MISCELLANEOUS..................................................................................................................................................................................10 APPENDIX A — INFORMATION ABOUT THE ISSUER..................................................................................................................A-1 APPENDIX B — FORMS OF BOND COUNSEL OPINIONS..............................................................................................................B-1 APPENDIX C — FORM OF CONTINUING DISCLOSURE CERTIFICATE.....................................................................................C-1 APPENDIX D — ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2023......D-1 APPENDIX E — BOOK -ENTRY SYSTEM..........................................................................................................................................E-1 m Page 583 of 740 $6,325,000* General Obligation Corporate Purpose Bonds, Series 2025A OFFICIAL STATEMENT City of Dubuque, Iowa $8,370,000- Taxable General Obligation Corporate Purpose Bonds, Series 2025B INTRODUCTION $8,945,000- Taxable General Obligation Urban Renewal Bonds, Series 2025C The purpose of this Official Statement, including the cover page and the appendices hereto (the "Official Statement"), is to set forth certain information in conjunction with the sale of $6,325,000* General Obligation Corporate Purpose Bonds, Series 2025A (the "Series 2025A Bonds"), the $8,370,000* Taxable General Obligation Corporate Purpose Bonds, Series 2025B (the "Series 2025B Bonds") and the $8,945,000* Taxable General Obligation Urban Renewal Bonds, Series 2025C (the "Series 2025C Bonds" and, together with the Series 2025A Bonds and the Series 2025B Bonds, collectively, the "Bonds"), of the City of Dubuque, Iowa (the "Issuer" or the "City"). This Introduction is not a summary of this Official Statement, but is only a brief description of the Bonds and certain other matters. Such description is qualified by reference to the entire Official Statement and the documents summarized or described herein. This Official Statement should be reviewed in its entirety. The offering of the Bonds to potential investors is made only by means of the entire Official Statement, including the appendices attached hereto. All statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Copies of statutes, resolutions, ordinances, reports or other documents referred to herein are available, upon request, from the Issuer. The Bonds are being issued pursuant to the provisions of Chapters 384 and 76 of the Code of Iowa, 2023, as amended (collectively, the "Act"), and, with respect to the Series 2025C Bonds, Chapter 403 of the Code of Iowa, 2023, as amended (the "Iowa Code"), and one or more resolutions expected to be adopted by the Issuer on February 17, 2025* (the "Resolutions"), to evidence the obligations of the Issuer under a loan agreement between the Issuer and the Underwriter (the "Loan Agreements"). The Bonds and the interest thereon are general obligations of the Issuer, and all taxable property within the corporate boundaries of the Issuer is subject to the levy of taxes to pay the principal of and interest on the Bonds without constitutional or statutory limitation as to rate or amount. See "SECURITY AND SOURCE OF PAYMENT" herein. Proceeds of the Series 2025A Bonds will be used for the purpose of paying the cost, to that extent, of (a) acquiring ambulances, fire protection vehicles, a fire protection boat, EMS equipment and fire safety radios and equipment; (b) acquiring solid waste collection vehicles and equipment; (c) undertaking improvements to the municipal airport; (d) acquiring and installing fire station generators; (e) undertaking fire station roof replacement and repairs; (f) undertaking fire station tuck pointing and related exterior repairs; (g) undertaking fire department administrative office renovations; (h) undertaking fire station bunk room renovations; (i) undertaking fire station mechanical and electrical systems improvements; and 6) undertaking fire station HVAC replacement; (k) undertaking fire station facilities improvements; (1) undertaking improvements to the fire department burn tower training facility; (m) undertaking the Central Avenue Streetscape Improvements Project, an authorized urban renewal project of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; and (n) and paying certain costs of issuance related to the Series 2025A Bonds. Proceeds of the Series 2025B Bonds will be used for the purpose of paying the cost, to that extent, of (a) acquiring fire protection vehicles; (b) undertaking demolition/deconstruction of a dangerous and dilapidated property; (c) undertaking the Ice Arena Dehumidification Project, an authorized urban renewal project of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; (d) undertaking the Smart Parking System Enhancement Project and the Parking Ramp Major Maintenance Project, authorized urban renewal projects of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; (e) undertaking the Federal Building Renovation Project, an authorized urban renewal project of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; and (f) and paying certain costs of issuance related to the Series 2025B Bonds. Proceeds of the Series 2025C Bonds will be used for the purpose of paying the cost, to that extent of (a) undertaking the Iowa Amphitheater on Schmitt Island Project, an authorized urban renewal project of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; and (b) paying certain costs of issuance related to the Series 2025C Bonds. See "PLAN OF FINANCING" and "SOURCES AND USES OF FUNDS" herein. * Preliminary, subject to change. -I- Page 584 of 740 THE ISSUER The Issuer, with a 2020 U.S. Census population of 59,667, comprises approximately 32.01 square miles. The Issuer operates under a statutory form of government consisting of a five -member City Council, of which the Mayor is not a voting member. Additional information concerning the Issuer is included in "APPENDIX A — INFORMATION ABOUT THE ISSUER" hereto. THE BONDS General The Bonds will be issued in fully registered form only, without coupons. The Bonds will be initially registered in the name of Cede & Co., as nominee of DTC. DTC will act as securities depository of the Bonds. Interest on and principal of the Bonds are payable in lawful money of the United States of America. The Bonds are dated as of the date of their delivery, will mature on June 1 in the years and in the amounts set forth on the inside cover page hereof, and will bear interest at the rates to be set forth on the inside cover page hereof. Interest on the Bonds is payable semiannually on June 1 and December 1 in each year, beginning on December 1, 2025% calculated on the basis of a year of 360 days and twelve 30-day months. Interest shall be payable to the persons who were registered owners thereof as of the fifteenth day of the month immediately preceding the interest payment date, to the addresses appearing on the registration books maintained by the Registrar or such other address as is furnished to the Registrar in writing by a registered owner. The Bonds are issuable in denominations of $5,000 or any integral multiple thereof. Redemption Optional Redemption. All of the Bonds then outstanding are subject to redemption at the option of the Issuer, as a whole or in part, from any source of available funds, beginning June 1, 2033% or on any date thereafter at a redemption price equal to the principal amount of the Bonds, together with accrued interest to the date fixed for redemption, without premium. Selection of Bonds for Redemption. Bonds subject to redemption will be selected in such order of maturity as the Issuer may direct. If less than all of the Bonds of a single maturity are to be redeemed, the Bonds to be redeemed will be selected by lot or other random method by the Registrar in such a manner as the Registrar may determine. Notice of Redemption. Prior to the redemption of any Bonds under the provisions of the Resolutions, the Registrar shall give notice by certified mail or electronic means not less than thirty (30) days prior to the redemption date to each registered owner thereof. Any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Registrar of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Bonds so called for redemption, and that if funds are not available, such redemption shall be cancelled by written notice to the owners of the Bonds called for redemption in the same manner as the original redemption notice was mailed, provided that such notice of cancellation is to be made at least five days prior to the date fixed for redemption. SECURITY AND SOURCE OF PAYMENT General Pursuant to the Resolutions and the Act, the Bonds and the interest thereon are general obligations of the Issuer, and all taxable property within the corporate boundaries of the Issuer is subject to the levy of taxes to pay the principal of and interest on the Bonds without constitutional or statutory limitation as to rate or amount. See "APPENDIX A — INFORMATION ABOUT THE ISSUER." Section 76.2 of the Iowa Code provides that when an Iowa political subdivision issues general obligation bonds, the governing authority of such political subdivision shall, by resolution adopted before issuing the bonds, provide for the assessment of an annual levy upon all the taxable property in the political subdivision sufficient to pay the interest and principal of the bonds. A certified copy of such resolution shall be filed with the County Auditor in which the Issuer is located, giving rise to a duty of the County Auditor to annually enter this levy for collection from the taxable property within the boundaries of the Issuer, until funds are realized to pay the bonds in full. For the purpose of providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on the Bonds as the same become due, the Resolutions provide for the levy of a tax sufficient for that purpose on all the taxable property in the Issuer in each of the years while the Bonds are outstanding. The Issuer shall file certified copies of the Resolutions with the County Auditor, pursuant to which the County Auditor is instructed to enter for collection and assess the tax authorized. When annually entering such ' Preliminary, subject to change. -2- Page 585 of 740 taxes for collection, the County Auditor shall include the same as a part of the tax levy for Debt Service Fund purposes of the Issuer and when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the Issuer and set aside therein as a special account to be used solely and only for the payment of the principal of and interest on the Bonds and for no other purpose whatsoever. Pursuant to the provisions of Section 76.4 of the Iowa Code, each year while the Bonds remain outstanding and unpaid, any funds of the Issuer which may lawfully be applied for such purpose, may be appropriated, budgeted and, if received, used for the payment of the principal of and interest on the Bonds as the same become due, and if so appropriated, the taxes for any given fiscal year as provided for in the Resolutions, shall be reduced by the amount of such alternate funds as have been appropriated for said purpose and evidenced in the Issuer's budget. While not pledged to Bondholders, the Issuer may use tax increment revenues for the payment of the principal of and interest on the Bonds. BONDHOLDERS' RISKS An investment in the Bonds involves an element of risk. In order to identify risk factors and make an informed investment decision, potential investors should be thoroughly familiar with this entire Official Statement (including the appendices hereto) in order to make a judgment as to whether the Bonds are an appropriate investment. Tax Levy Procedures The Bonds are general obligations of the Issuer, payable from and secured by a continuing ad -valorem tax levied against all of the taxable property within the boundaries of the Issuer. As part of the budgetary process of the Issuer each fiscal year the Issuer will have an obligation to request a debt service levy to be applied against all of the taxable property within the boundaries of the Issuer. A failure on the part of the Issuer to make a timely levy request or a levy request by the Issuer that is inaccurate or is insufficient to make full payments of the debt service on the Bonds for a particular fiscal year may cause Bondholders to experience delay in the receipt of distributions of principal of and/or interest on the Bonds. Changes in Property Taxation From time to time the Iowa General Assembly has altered the method of property taxation and could do so again. Any alteration in property taxation structure could affect property tax revenues available to pay the Bonds. Historically, the Iowa General Assembly has applied changes in property taxation structure on a prospective basis; however, there is no assurance that future changes in property taxation structure by the Iowa General Assembly will not be retroactive. It is impossible to predict the outcome of future property tax changes by the Iowa General Assembly or their potential negative impact, if any, on the Bonds and the security for the Bonds. Matters Relating to Enforceability of Agreements Bondholders shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of the State of Iowa and of the United States of America for the enforcement of payment of the Bonds, including, but not limited to, the right to a proceeding in law or in equity by suit, action or mandamus to enforce and compel performance of the duties required by Iowa law and the Resolutions. The practical realization of any rights upon any default will depend upon the exercise of various remedies specified in the Resolutions or the Loan Agreements. The remedies available to the Bondholders upon an event of default under the Resolutions or the Loan Agreements, in certain respects, may require judicial action, which is often subject to discretion and delay. Under existing law, including specifically the federal bankruptcy code, certain of the remedies specified in the Loan Agreements or the Resolutions may not be readily available or may be limited. A court may decide not to order the specific performance of the covenants contained in these documents. The legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by general principles of equity and public policy and by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. No representation is made, and no assurance is given, that the enforcement of any remedies will result in sufficient funds to pay all amounts due under the Resolutions or the Loan Agreements, including principal of and interest on the Bonds. Secondary Market There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history of economic prospects connected with a particular issue, secondary marketing practices in connection with a particular Bond or Note issue are suspended or terminated. Additionally, prices of bond or note issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price of the Bonds. -3- Page 586 of 740 EACH PROSPECTIVE PURCHASER IS RESPONSIBLE FOR ASSESSING THE MERITS AND RISKS OF AN INVESTMENT IN THE BONDS AND MUST BE ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT. THE SECONDARY MARKET FOR THE BONDS, IF ANY, COULD BE LIMITED. Rating Loss Moody's Investors Service, Inc. ("Moody's") has assigned a rating of "[]" to the Bonds. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance that the rating will continue for any given period of time, or that such rating will not be revised, suspended or withdrawn, if, in the judgment of Moody's, circumstances so warrant. A revision, suspension or withdrawal of a rating may have an adverse effect on the market price of the Bonds. Bankruptcy and Insolvency The rights and remedies provided in the Resolutions may be limited by and are subject to the provisions of federal bankruptcy laws, to other laws or equitable principles that may affect the enforcement of creditor's rights, to the exercise of judicial discretion in appropriate cases and to limitations in legal remedies against exercise of judicial discretion in appropriate cases and to limitations on legal remedies against municipal corporations in the State of Iowa. The various opinions of counsel to be delivered with respect to the Bonds, the Loan Agreements and the Resolutions, including the opinions of Bond Counsel, will be similarly qualified. If the Issuer were to file a petition under chapter nine of the federal bankruptcy code, the owners of the Bonds could be prohibited from taking any steps to enforce their rights under the Resolutions. In the event the Issuer fails to comply with its covenants under the Resolutions or fails to make payments on the Bonds, there can be no assurance of the availability of remedies adequate to protect the interests of the holders of the Bonds. Under Sections 76.16 and 76.16A of the Iowa Code, a city, county, or other political subdivision may become a debtor under chapter nine of the federal bankruptcy code, if it is rendered insolvent, as defined in 11 U.S.C. §101(32)(c), as a result of a debt involuntarily incurred. As used therein, "debt" means an obligation to pay money, other than pursuant to a valid and binding collective bargaining agreement or previously authorized bond issue, as to which the governing body of the city, county, or other political subdivision has made a specific finding set forth in a duly adopted resolution of each of the following: (1) that all or a portion of such obligation will not be paid from available insurance proceeds and must be paid from an increase in general tax levy; (2) that such increase in the general tax levy will result in a severe, adverse impact on the ability of the city, county, or political subdivision to exercise the powers granted to it under applicable law, including without limitation providing necessary services and promoting economic development; (3) that as a result of such obligation, the city, county, or other political subdivision is unable to pay its debts as they become due; and (4) that the debt is not an obligation to pay money to a city, county, entity organized pursuant to Chapter 28E of the Iowa Code, or other political subdivision. Forward -Looking Statements This Official Statement contains statements relating to future results that are "forward -looking statements" as defined in the Private Securities Litigation Reform Act of 1995. When used in this Official Statement, the words "anticipated," "plan," "expect," "projected," "estimate," "budget," "pro forma," "forecast," "intend," and similar expressions identify forward -looking statements. Any forward - looking statement is subject to uncertainty. Accordingly, such statements are subject to risks that could cause actual results to differ, possibly materially, from those contemplated in such forward -looking statements. Inevitably, some assumptions used to develop forward -looking statements will not be realized or unanticipated events and circumstances may occur. Therefore, investors should be aware that there are likely to be differences between forward -looking statements and the actual results. These differences could be material and could impact the availability of funds of the Issuer to pay debt service when due on the Bonds. Tax Matters and Loss of Tax Exemption with Respect to the Series 2025A Bonds As discussed under the heading "TAX EXEMPTION AND RELATED TAX MATTERS" herein, the interest on the Series 2025A Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date of delivery of the Series 2025A Bonds, as a result of acts or omissions of the Issuer in violation of its covenants in the resolution authorizing the issuance of the Series 2025A Bonds. Should such an event of taxability occur, the Series 2025A Bonds would not be subject to a special redemption and would remain outstanding until maturity or until redeemed under the redemption provisions contained in the Series 2025A Bonds, and there is no provision for an adjustment of the interest rate on the Series 2025A Bonds. It is possible that actions of the Issuer after the closing of the Series 2025A Bonds will alter the tax-exempt status of the Series 2025A Bonds, and, in the extreme, remove the tax-exempt status from the Series 2025A Bonds. In that instance, the Series 2025A Bonds are not subject to mandatory prepayment, and the interest rate on the Series 2025A Bonds does not increase or otherwise reset. A determination of taxability on the Series 2025A Bonds, after closing of the Series 2025A Bonds, could materially adversely affect the value and marketability of the Series 2025A Bonds. -4- Page 587 of 740 DTC-Beneficial Owners Beneficial Owners of the Bonds may experience some delay in the receipt of distributions of principal of and interest on the Bonds since such distributions will be forwarded by the Paying Agent to DTC and DTC will credit such distributions to the accounts of the Participants which will thereafter credit them to the accounts of the Beneficial Owner either directly or indirectly through indirect Participants. Neither the Issuer nor the Paying Agent will have any responsibility or obligation to assure that any such notice or payment is forwarded by DTC to any Participants or by any Participant to any Beneficial Owner. In addition, since transactions in the Bonds can be effected only through DTC Participants, indirect participants and certain banks, the ability of a Beneficial Owner to pledge the Bonds to persons or entities that do not participate in the DTC system, or otherwise to take actions in respect of such Bonds, may be limited due to lack of a physical certificate. Beneficial Owners will be permitted to exercise the rights of registered Owners only indirectly through DTC and the Participants. See "APPENDIX E — BOOK -ENTRY SYSTEM." Proposed Federal Tax Legislation From time to time, Presidential proposals, federal legislative committee proposals or legislative proposals are made that would, if enacted, alter or amend one or more of the federal tax matters described herein in certain respects or would adversely affect the market value of the Series 2025A Bonds. It cannot be predicted whether or in what forms any of such proposals that may be introduced, may be enacted and there can be no assurance that such proposals will not apply to the Series 2025A Bonds. See "TAX EXEMPTION AND RELATED TAX MATTERS" herein. Proposed State Tax Legislation From time to time, legislative proposals are made that would, if enacted, alter or amend one or more of the state tax matters described herein in certain respects or would adversely affect the market value of the Series 2025C Bonds. It cannot be predicted whether or in what forms any of such proposals that may be introduced, may be enacted and there can be no assurance that such proposals will not apply to the Series 2025C Bonds. See "TAX EXEMPTION AND RELATED TAX MATTERS" herein. Cybersecurity The Issuer, like many other public and private entities, relies on a large and complex technology environment to conduct its operations. As such, it may face multiple cybersecurity threats including but not limited to, hacking, viruses, malware and other attacks on computer or other sensitive digital systems and networks. There can be no assurances that any security and operational control measures implemented by the Issuer will be completely successful to guard against and prevent cyber threats and attacks. Failure to properly maintain functionality, control, security, and integrity of the Issuer's information systems could impact business operations and systems, and the costs of remedying any such damage could be significant. The Issuer maintains cybersecurity insurance coverage. The Issuer cannot predict whether this coverage would be sufficient in the event of a cyber-incident. Pension and Other Post -Employment Benefits ("OPEB") Information The Issuer contributes to the Iowa Public Employees' Retirement System ("IPERS"), which is a state-wide multiple -employer cost - sharing defined benefit pension plan administered by the State of Iowa. IPERS provides retirement and death benefits which are established by State statute to plan members and beneficiaries. All full-time employees of the Issuer not covered by MFPRSI (defined herein) are required to participate in IPERS. IPERS plan members are required to contribute a percentage of their annual salary, in addition to the Issuer being required to make monthly contributions to IPERS. Contribution amounts are set by State statute. The IPERS Annual Comprehensive Financial Report for its fiscal year ended June 30, 2024 (the "IPERS ACFR'), indicates that as of June 30, 2024, the date of the most recent actuarial valuation for IPERS, the funded ratio of IPERS was 90.75%, and the unfunded actuarial liability was approximately $4.375 billion. The IPERS ACFR identifies the IPERS Net Pension Liability at June 30, 2024, at approximately $3.641 billion (market value), while its net pension liability at June 30, 2023, was approximately $4.514 billion (market value). The IPERS ACFR is available on the IPERS website, or by contacting IPERS at 7401 Register Drive, Des Moines, IA 50321. Bond Counsel, Disclosure Counsel, the Underwriter, the Municipal Advisor and the Issuer undertake no responsibility for and make no representations as to the accuracy or completeness of the information available from the IPERS discussed above or included on the IPERS website, including, but not limited to, updates of such information on the State Auditor's website or links to other internet sites accessed through the IPERS website. In fiscal year ended June 30, 2023, the Issuer's IPERS contribution totaled approximately $2,879,498. The Issuer is current in its obligations to IPERS. -5- Page 588 of 740 Pursuant to Governmental Accounting Standards Board Statement No. 68, IPERS has allocated the net pension liability among its members, with the Issuer's identified portion at June 30, 2023, at approximately $12,640,114, which is measured as of June 30, 2022. While the Issuer's contributions to IPERS are controlled by state law, there can be no assurance the Issuer will not be required by changes in State law to increase its contribution requirement in the future, which may have the effect of negatively impacting the finances of the Issuer. See "APPENDIX D — ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2023" for additional information on pension and liabilities of the Issuer. The Issuer also contributes to the Municipal Fire and Police Retirement System of Iowa ("MFPRSI"), which is a multiple -employer cost -sharing defined benefit pension plan for fire fighters and police officers, administered under Chapter 411 of the Iowa Code. MFPRSI plan members are required to contribute a percentage of their annual salary, in addition to the Issuer being required to make annual contributions to MFPRSI. Contribution amounts are set by State statute. The MFPRSI Annual Comprehensive Financial Report for its fiscal year ended June 30, 2024 (the "MFPRSI Report") indicates that as of June 30, 2024, the date of the most recent actuarial valuation for MFPRSI, the funded ratio of MFPRSI was 84.47%, and the unfunded actuarial liability was approximately $616.9 million. The MFPRSI Report identifies the MFPRSI Net Pension Liability at June 30, 2024, at approximately $660.8 million (market value), while its net pension liability at June 30, 2023, at approximately $626.2 million (market value). The MFPRSI Report is available on the MFPRSI website. Bond Counsel, Disclosure Counsel, the Underwriter, the Municipal Advisor and the Issuer undertake no responsibility for and make no representations as to the accuracy or completeness of the information available from the MFPRSI discussed above or included on the MFPRSI website, including, but not limited to, updates of such information on the State Auditor's website or links to other internet sites accessed through the MFPRSI website. In fiscal year ended June 30, 2023, the Issuer's MFPRSI contribution totaled approximately $3,946,616. The Issuer is current in its obligations to MFPRSI. Pursuant to Governmental Accounting Standards Board Statement No. 68, MFPRSI has allocated the net pension liability among its members, with the Issuer's identified portion at June 30, 2023 at approximately $24,280,533, which is measured as of June 30, 2022. While the Issuer's contributions to MFPRSI are controlled by state law, there can be no assurance the Issuer will not be required by changes in State law to increase its contribution requirement in the future, which may have the effect of negatively impacting the finances of the Issuer. See "APPENDIX D — ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2023" for additional information on pension and liabilities of the Issuer. The Issuer operates a single -employer health benefit plan which provides postemployment benefits for eligible participants enrolled in the Issuer -sponsored plans, which include the employees of the Dubuque Metropolitan Area Solid Waste Agency (a component unit). No assets are accumulated in a trust that meets the criteria in paragraph 4 of GASB Statement 75. The benefits are provided in the form of an implicit rate subsidy where pre-65 retirees receive health insurance coverage by paying a combined retiree/active rate for the self - insured medical and prescription drug plan; and an explicit rate subsidy where the City pays the full cost of a $1,000 policy in the fully - insured life insurance plan. To be eligible for the health insurance coverage, retirees must be at least 55 years old, have completed four years of service, and be vested with either the IPERS or the MFPRSI. In addition to the health eligibility coverage requirements, one must have belonged to a bargaining group to be eligible for life insurance benefits. There are approximately 615 active and 40 retired members in the plan, as of most recent actuarial valuation report. The City currently finances the retiree benefit plan on a pay-as-you- go basis. The City's OPEB liability of $5,874,502 reported as of June 30, 2023 was measured as of June 30, 2023 (the measurement date), and was determined by an actuarial valuation as of June 30, 2022, which was rolled forward to June 30, 2023. See "APPENDIX D — ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2023" for additional information on other post -employment benefits of the Issuer. Risk of Audit The Internal Revenue Service has an ongoing program to audit tax-exempt obligations to determine the legitimacy of the tax status of such obligations. No assurance can be given as to whether the Internal Revenue Service will commence an audit of the Series 2025A Bonds. Public awareness of any audit could adversely affect the market value and liquidity of the Series 2025A Bonds during the pendency of the audit, regardless of the ultimate outcome of the audit. Summary The foregoing is intended only as a summary of certain risk factors attendant to an investment in the Bonds. In order for potential investors to identify risk factors and make an informed investment decision, potential investors should become thoroughly familiar with this entire Official Statement and the appendices hereto. -6- Page 589 of 740 LITIGATION The Issuer encounters litigation occasionally, as a course of business; however, no litigation currently exists that is not believed to be covered by current insurance carriers and the Issuer is not aware of any pending litigation that questions the validity of these Bonds. ACCOUNTANT The financial statements of the Issuer as of and for the year ended June 30, 2023, included in this Official Statement as Appendix D, have been audited by Forvis Mazars, LLP, West Des Moines, Iowa, independent auditors (the "Accountant"), as stated in their report appearing herein. The Accountant has not been engaged to perform, and has not performed, any procedures on the financial statements after June 30, 2023, and also has not performed any procedures relating to this Official Statement. MUNICIPAL ADVISOR The Issuer has retained Independent Public Advisors, LLC, West Des Moines, Iowa, as municipal advisor (the "Municipal Advisor") in connection with the preparation of the issuance of the Bonds. The Municipal Advisor assisted in the preparation of Appendix A hereto and in other matters relating to the planning, structuring and issuance of the Bonds. In assisting with the preparation of the Appendix A, the Municipal Advisor has relied on government officials, and other sources to provide accurate information for disclosure purposes. The Municipal Advisor is not obligated to undertake, and has not undertaken, an independent verification of the accuracy, completeness, or fairness of the information contained in the Official Statement. The Municipal Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. PLAN OF FINANCING The Issuer will use the proceeds of the Series 2025A Bonds to provide funds for the purpose of paying the cost, to that extent, of (a) acquiring ambulances, fire protection vehicles, a fire protection boat, EMS equipment and fire safety radios and equipment; (b) acquiring solid waste collection vehicles and equipment; (c) undertaking improvements to the municipal airport; (d) acquiring and installing fire station generators; (e) undertaking fire station roof replacement and repairs; (f) undertaking fire station tuck pointing and related exterior repairs; (g) undertaking fire department administrative office renovations; (h) undertaking fire station bunk room renovations; (i) undertaking fire station mechanical and electrical systems improvements; and 0) undertaking fire station HVAC replacement; (k) undertaking fire station facilities improvements; (1) undertaking improvements to the fire department burn tower training facility; (m) undertaking the Central Avenue Streetscape Improvements Project, an authorized urban renewal project of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; and (n) and paying certain costs of issuance related to the Series 2025A Bonds. The Issuer will use the proceeds of the Series 2025B Bonds to provide funds for the purpose of paying the cost, to that extent, of (a) acquiring fire protection vehicles; (b) undertaking demolition/deconstruction of a dangerous and dilapidated property; (c) undertaking the Ice Arena Dehumidification Project, an authorized urban renewal project of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; (d) undertaking the Smart Parking System Enhancement Project and the Parking Ramp Major Maintenance Project, authorized urban renewal projects of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; (e) undertaking the Federal Building Renovation Project, an authorized urban renewal project of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; and (f) and paying certain costs of issuance related to the Series 2025B Bonds. The Issuer will use the proceeds of the Series 2025C Bonds to provide funds for the purpose of paying the cost, to that extent of (a) undertaking the Iowa Amphitheater on Schmitt Island Project, an authorized urban renewal project of the Issuer in the Greater Downtown Urban Renewal Area approved by action of the City Council on December 16, 2024; and (b) paying certain costs of issuance related to the Series 2025C Bonds. -7- Page 590 of 740 SOURCES AND USES OF FUNDS* The following are estimated sources and uses of funds, with respect to the Bonds. Sources of Funds Series 2025A Series 2025B Series 2025C Bond Principal $6,325,000* $8,370,000* $8,945,000* Premium $ $ $ Total Sources of Funds $ $ $ Uses of Funds Project Fund $ $ $ Costs of Issuance & Contingency(') $ $ $ Total Uses of Funds $ $ $ (1) Includes, among other things, payment of certain legal, financial and other expenses related to the issuance of the Bonds (including, without limitation, underwriters' discount). See the discussion under the caption "UNDERWRITING" herein. TAX EXEMPTION AND RELATED TAX MATTERS Federal Income Tax Exemption The opinion of Bond Counsel with respect to the Series 2025A Bonds, will state that under present laws and rulings, interest on the Series 2025A Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on noncorporate taxpayers under the Code. The opinion set forth in the preceding sentence will be subject to the condition that the Issuer comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Series 2025A Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements may cause the inclusion of interest on the Series 2025A Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Series 2025A Bonds. In the resolution authorizing the issuance of the Series 2025A Bonds, the Issuer will covenant to comply with all such requirements. There may be certain other federal tax consequences to the ownership of the Series 2025A Bonds by certain taxpayers, including without limitation, corporations subject to the branch profits tax, financial institutions, certain insurance companies, certain S corporations, individual recipients of Social Security and Railroad Retirement benefits, taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations, and corporations that may be subject to the alternative minimum tax. Bond Counsel will express no opinion with respect to other federal tax consequences to owners of the Series 2025A Bonds. Prospective purchasers of the Series 2025A Bonds should consult with their tax advisors as to such matters. Interest on the Series 2025A Bonds is includible in gross income for State of Iowa income tax purposes. Interest on the Series 2025B Bonds is includible in gross income for both federal and State of Iowa income tax purposes. Interest on the Series 2025C Bonds is includible in gross income for federal income tax purposes. Ownership of the Series 2025A Bonds may result in other state and local tax consequences to certain taxpayers. Bond Counsel expresses no opinion regarding any such collateral consequences arising with respect to the Series 2025A Bonds. Prospective purchasers of the Series 2025A Bonds should consult their tax advisors regarding the applicability of any such state and local taxes. State of Iowa Taxation The opinion of Bond Counsel with respect to the Series 2025C Bonds will state that interest on the Series 2025C Bonds is exempt from the taxes imposed by Subchapter II (Personal Net Income Tax) and Subchapter III (Business Tax on Corporations) of Iowa Code Chapter 422, as amended, and will not be included in "adjusted current earnings" to be used in computing the "state alternative minimum taxable income" of corporations for purposes of Iowa Code Section 422.33, as amended. Interest on the Series 2025C Bonds is subject to the taxes imposed by Subchapter V (Taxation of Financial Institutions) of Iowa Code Chapter 422, as amended. Proposed Changes in Federal and State Tax Law From time to time, there are Presidential proposals, proposals of various federal committees, and legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to herein or adversely affect the marketability or market value of the Series 2025A Bonds or otherwise prevent holders of the Series 2025A Bonds from realizing the full benefit of the tax exemption of interest on the Series 2025A Bonds. Further, such proposals may impact the marketability or market ' Preliminary, subject to change. -8- Page 591 of 740 value of the Series 2025A Bonds simply by being proposed. No prediction is made whether such provisions will be enacted as proposed or concerning other future legislation affecting the tax treatment of interest on the Series 2025A Bonds. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value, marketability or tax-exempt status of the Series 2025A Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2025A Bonds would be impacted thereby. Purchasers of the Series 2025A Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Series 2025A Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any proposed or pending legislation, regulatory initiatives or litigation. Original Issue Premium The Series 2025A Bonds maturing in the years are being issued at a premium to the principal amount payable at maturity. Except in the case of dealers, which are subject to special rules, Bondholders who acquire the Series 2025A Bonds at a premium must, from time to time, reduce their federal tax bases for the Series 2025A Bonds for purposes of determining gain or loss on the sale or payment of such Bonds. Premium generally is amortized for federal income tax purposes on the basis of a bondholder's constant yield to maturity or to certain call dates with semiannual compounding. Bondholders who acquire any Bonds at a premium might recognize taxable gain upon sale of the Series 2025A Bonds, even if such Bonds are sold for an amount equal to or less than their original cost. Amortized premium is not deductible for federal income tax purposes. Bondholders who acquire any Bonds at a premium should consult their tax advisors concerning the calculation of bond premium and the timing and rate of premium amortization, as well as the state and local tax consequences of owning and selling the Series 2025A Bonds acquired at a premium. Original Issue Discount The Series 2025A Bonds maturing in the years (collectively, the "Discount Bonds") are being sold at a discount from the principal amount payable on such Discount Bonds at maturity. The difference between the price at which a substantial amount of the Discount Bonds of a given maturity is first sold to the public (the "Issue Price") and the principal amount payable at maturity constitutes "original issue discount" under the Code. The amount of original issue discount that accrues to a holder of a Discount Bond under Section 1288 of the Code ("Section 1288") is excluded from federal gross income to the same extent that stated interest on such Discount Bond would be so excluded. The amount of the original issue discount that accrues with respect to a Discount Bond under Section 1288 is added to the owner's federal tax basis in determining gain or loss upon disposition of such Discount Bond (whether by sale, exchange, redemption or payment at maturity). Interest in the form of original issue discount accrues under Section 1288 pursuant to a constant yield method that reflects semiannual compounding on dates that are determined by reference to the maturity date of the Discount Bond. The amount of original issue discount that accrues for any particular semiannual accrual period generally is equal to the excess of (1) the product of (a) one-half of the yield on such Discount Bonds (adjusted as necessary for an initial short period) and (b) the adjusted issue price of such Discount Bonds, over (2) the amount of stated interest actually payable. For purposes of the preceding sentence, the adjusted issue price is determined by adding to the Issue Price for such Discount Bonds the original issue discount that is treated as having accrued during all prior semiannual accrual periods. If a Discount Bond is sold or otherwise disposed of between semiannual compounding dates, then the original issue discount that would have accrued for that semiannual accrual period for federal income tax purposes is allocated ratably to the days in such accrual period. An owner of a Discount Bond who disposes of such Discount Bond prior to maturity should consult owner's tax advisor as to the amount of original issue discount accrued over the period held and the amount of taxable gain or loss upon the sale or other disposition of such Discount Bond prior to maturity. Owners who purchase Discount Bonds in the initial public offering but at a price different than the Issue Price should consult their own tax advisors with respect to the tax consequences of the ownership of Discount Bonds. The Code contains provisions relating to the accrual of original issue discount in the case of subsequent purchasers of bonds such as the Discount Bonds. Owners who do not purchase Discount Bonds in the initial offering should consult their own tax advisors with respect to the tax consequences of the ownership of the Discount Bonds. Original issue discount that accrues in each year to an owner of a Discount Bond may result in collateral federal income tax consequences to certain taxpayers. No opinion is expressed as to state and local income tax treatment of original issue discount. All owners of Discount Bonds should consult their own tax advisors with respect to the federal, state, local and foreign tax consequences associated with the purchase, ownership, redemption, sale or other disposition of Discount Bonds. -9- Page 592 of 740 Taxable Bonds Prospective purchasers should consult with their own tax advisors concerning the federal, state, and local tax consequences of the purchase, ownership, and disposition of the Series 2025B Bonds and the Series 2025C Bonds, including, without limitation, the additional tax on net investment income, anticipated and potential changes in tax rates on interest income, the treatment of interest in other jurisdictions, the calculation and timing of the inclusion of interest in income, the tax consequences of dispositions of Series 2025B Bonds and the Series 2025C Bonds at a gain or loss and the determination of the amount thereof, and rules applicable if Series 2025B Bonds and the Series 2025C Bonds are issued or acquired at a premium or discount from their face amount (including the possible treatment of accrued market discount as ordinary income, deferral of certain interest deductions attributable to indebtedness incurred or continued to purchase or hold Series 2025B Bonds and the Series 2025C Bonds, and the amortization of bond premium, if any). Payments of interest on the Series 2025B Bonds and the Series 2025C Bonds (including any allocable bond premium or accrued original issue discount) and proceeds from the sale or other disposition of the Series 2025B Bonds and the Series 2025C Bonds are expected to be reported to the Internal Revenue Service as required under applicable Treasury Regulations. Backup withholding may apply to these payments if the holder fails to provide an accurate taxpayer identification number and certification that it is not subject to backup withholding (generally on an IRS Form W-9) or otherwise fails to comply with the applicable backup withholding requirements. Non- U.S. holders and holders who receive payments through non-U.S. entities may also be subject to withholding tax in certain circumstances. LEGAL MATTERS Legal matters incident to the authorization, issuance and sale of the Bonds and with regard to the tax-exempt status of the interest Series 2025A Bonds and the Series 2025C Bonds (see "TAX EXEMPTION AND RELATED TAX MATTERS" herein) are subject to the approving legal opinions of Dorsey & Whitney LLP, Des Moines, Iowa, Bond Counsel, forms of which are attached hereto as "APPENDIX B — FORMS OF BOND COUNSEL OPINIONS." Signed copies of the opinions, dated and premised on law in effect as of the date of original delivery of the Bonds, will be delivered to the Underwriter at the time of such original delivery. The Bonds are offered subject to prior sale and to the approval of legality of the Bonds by Bond Counsel. Dorsey & Whitney LLP is also serving as Disclosure Counsel to the Issuer in connection with issuance of the Bonds. The legal opinions to be delivered will express the professional judgment of Bond Counsel, and by rendering such legal opinions, Bond Counsel does not become an insurer or guarantor of the result indicated by that expression of professional judgment or of the transaction or the future performance of the parties to the transaction. RATING The Bonds are rated "[I" by Moody's. The rating reflects only the views of Moody's, and an explanation of the significance of that rating may be obtained only from Moody's and its published materials. The rating described above is not a recommendation to buy, sell or hold the Bonds. There can be no assurance that any rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely if, in the judgment of Moody's, circumstances so warrant. Therefore, after the date hereof, investors should not assume that the rating is still in effect. A downward revision or withdrawal of the rating is likely to have an adverse effect on the market price and marketability of the Bonds. The Issuer has not assumed any responsibility either to notify the owners of the Bonds of any proposed change in or withdrawal of any rating subsequent to the date of this Official Statement, except in connection with the reporting of events as provided in the Continuing Disclosure Certificate, or to contest any revision or withdrawal. CONTINUING DISCLOSURE The Issuer will covenant in a Continuing Disclosure Certificate for the benefit of the Owners and Beneficial Owners of the Bonds to provide annually certain financial information and operating data relating to the Issuer (the "Annual Report"), and to provide notices of the occurrence of certain enumerated events. The Annual Report is to be filed by the Issuer no later than twelve months after the close of each fiscal year, commencing with the fiscal year ending June 30, 2024, with the Municipal Securities Rulemaking Board, at its internet repository named `Electronic Municipal Market Access" ("EMMA"). The notices of events, if any, are also to be filed with EMMA. See "APPENDIX C — FORM OF CONTINUING DISCLOSURE CERTIFICATE." The specific nature of the information to be contained in the Annual Report or the notices of events, and the manner in which such materials are to be filed, are summarized in "APPENDIX C — FORM OF CONTINUING DISCLOSURE CERTIFICATE." These covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the "Rule"). [StatementofCD] -10- Page 593 of 740 UNDERWRITING The Bonds are being purchased, subject to certain conditions, by (the "Underwriter"). The Underwriter has agreed, subject to certain conditions, to purchase all, but not less than all, of the Bonds at an aggregate purchase price of $ (reflecting the par amount of the Bonds with original issue premium of $ and an underwriter's discount of $ ). The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into unit investment trusts, certain of which may be sponsored or managed by the Underwriter) at prices lower than the initial public offering prices stated on the cover page. The initial public offering prices of the Bonds may be changed, from time to time, by the Underwriter. The Underwriter intends to engage in secondary market trading of the Bonds subject to applicable securities laws. The Underwriter is not obligated, however, to repurchase any of the Bonds at the request of the holder thereof. MISCELLANEOUS Brief descriptions or summaries of the Issuer, the Bonds, the Resolutions and other documents, agreements and statutes are included in this Official Statement. The summaries or references herein to the Bonds, the Resolutions and other documents, agreements and statutes referred to herein, and the description of the Bonds included herein, do not purport to be comprehensive or definitive, and such summaries, references and descriptions are qualified in their entireties by reference to such documents, and the description herein of the Bonds is qualified in its entirety by reference to the form thereof and the information with respect thereto included in the aforesaid documents. Copies of such documents may be obtained from the Issuer. Any statements in this Official Statement involving matters of opinion or estimates, whether or not expressly so stated, are intended as such and not as representations of fact, and no representation is made that any of the estimates will be realized. This Official Statement is not to be construed as a contract or agreement between the Issuer and the purchasers or Owners of any of the Bonds. The attached APPENDICES A, B, C, D and E are integral parts of this Official Statement and must be read together with all of the foregoing statements. It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bonds nor any error in the printing of such numbers shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for any Bonds. The Issuer has reviewed the information contained herein which relates to it and has approved all such information for use within this Official Statement. The execution and delivery of this Official Statement has been duly authorized by the Issuer. City of Dubuque, Iowa Larson/Chief Financial Officer Page 594 of 740 ►:199301111KIWI INFORMATION ABOUT THE ISSUER CITY OF DUBUQUE, IOWA CITY HALL 50 W. 131 Street Dubuque, IA 52001 Telephone 563-589-4100 MAYOR AND CITY COUNCIL Brad M. Cavanagh, Mayor ......................................................Term Expires 2025 Ric W. Jones, At Large.............................................................Term Expires 2025 David T. Resnick, At Large ......................................................Term Expires 2027 Susan R, Farber, Ward I .........................................................Term Expires 2025 Laura J. Roussell, Ward 2........................................................Term Expires 2027 Danny C. Sprank Ward 3.........................................................Term Expires 2025 Katy A. Wethal Ward 4............................................................Term Expires 2027 ADMINISTRATION Michael C. Van Milligen................................................................City Manager Cori Burbach...................................................................Assistant City Manager Jenny Larson.................................................................... Chief Financial Officer Adrienne Breitfelder.............................................................................City Clerk FINANCE TEAM Crenna Brumwell, Dubuque, Iowa............................................................City Attorney Dorsey & Whitney LLP, Des Moines, Iowa.............................................Bond Counsel Dorsey & Whitney LLP, Des Moines, Iowa....................................Disclosure Counsel Independent Public Advisors, LLC, West Des Moines, Iowa......... Municipal Advisor A-1 Page 595 of 740 PROPERTY VALUES IOWA PROPERTY VALUATIONS In compliance with Section 441.21 of the Code of Iowa, the State Director of Revenue annually directs all County Auditors to apply prescribed statutory percentages to the assessments of certain categories of real property. The assessments finalized as of January 1 of each year are applied to the following fiscal year. The 2023 final Actual Values are for taxes payable July 1, 2024 through June 30, 2025, have also been adjusted by the Dubuque County Auditor. The reduced values, determined after the application of rollback percentages, are the Taxable Values subject to tax levy. For assessment year 2023, the Taxable Value rollback rate was 46.3428% of Actual Value for residential property (which includes the repealed class of property previously referred to as multi -residential); 71.8370% of Actual Value for agricultural property; 90% of Actual Value for commercial, industrial, and railroad property, and 100% of Actual Value for utility property. The Legislature's intent has been to limit the growth of statewide taxable valuations for most classes of property to 3% annually; utility taxable valuation growth is limited to 8%. Political subdivisions whose taxable values are thus reduced or are unusually low in growth are allowed to appeal the valuations to the State Appeal Board, in order to continue to fund present services. TREND OF VALUATIONS The 100% Actual Valuations reflect values before rollback and after reduction of military exemption. The Net Taxable Valuations, reflect values after application of the rollback and after the reduction of military exemption, and exclude Taxable TIF Increment. Iowa cities certify operating levies against Net Taxable Valuation excluding the Taxable TIF Increment and debt service levies are certified against Net Taxable Valuations including the Taxable TIF Increment. Assessment Payable Year Fiscal Year 2019 2020-21 2020 2021-22 2021 2022-23 2022 2023-24 2023 2024-25 Source: Iowa Department of Management 100% Actual Valuation $4,785,964,957 4,832,321,670 5,185,945,799 5,254,447,903 6,438,522,409 Net Taxable Valuation Taxable (With Rollback) TIF Increment $2,579,355,511 $405,604,502 2,646,230,849 400,278,950 2,695,861,021 465,473,429 2,684,506,784 441,678,906 2,837,887,310 642,510,783 A-2 Page 596 of 740 LARGER TAXPAYERS Property/ 1/l/2023 Taxpayer Business Tyne Taxable Valuation Peninsula Gaming Company LLC Commercial 57,421,847 Interstate Power & Light CO Utility 47,305,069 Kennedy Mall Inc Commercial 30,840,335 Mar Holdings LLC Commercial 25,481,289 Progressive Processing LLC Industrial 23,751,394 Black Hills Energy Corp Utility 20,106,091 Sky Crown LLC Commercial 18,984,994 Rosheck Property LLC Commercial 18,566,944 Walter Development LLC Commercial 18,170,115 Plaza 20 Inc. Commercial 16,281,730 Source: Dubuque County Iowa Auditor's Office. Effort has been made to seek out and report the larger taxpayers. However, many of the taxpayers listed contain multiple parcels and it is possible that some parcels and their valuations have been overlooked. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-3 Page 597 of 740 INDEBTEDNESS DEBT LIMIT Article XI, Section 3 of the State of Iowa Constitution limits the amount of debt outstanding at any time of any county, municipality or other political subdivision to no more than 5% of the actual value of all taxable property within the corporate limits, as taken from the last state and county tax list. The debt limit for the City, based on its 2023 Actual Valuation applicable to the fiscal year 2024-25, is as follows: Actual Valuation of Property Less: Military Exemption Net Valuation Constitutional Debt Percentage Constitutional Debt Limit Less: Applicable General Obligation Debt Less: Urban Renewal Debt Less: Rebate Agreements Less: Other Obligations Less: Annual Appropriation' Constitutional Debt Margin $6,456,985,833 (18,463,424) $6,438,522,402 5.00% $321,926,120 (98,615,000) (16,350,000) (4,774,000) (2,940,485) (1,227,000) $198,019,635 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 1 Amount appropriated for the $22,138, 000 General Obligation Annual Appropriation Refunding Capital Loan Notes, Series 2021 to be abated by sales tax increment. A-4 Page 598 of 740 DIRECT DEBT First Lien General Obligation Debt (Includes the Bonds) Principal Date Original Final Outstanding of Issue Amount Purpose Maturfty As of 01/01/25 04/16A $2,830,000 Corporate Purpose 06/35 $1,760,000 04/16B 11,505,000 Refunding 06/28 1,200,000 04/16C 4,145,000 Corporate Purpose 06/35 2,630,000 04/17A 8,495,000 Refunding 06/30 2,480,000 04/17B 9,745,000 Urban Renewal Refunding 06/30 4,660,000 04/17C 2,120,000 Taxable Urban Renewal Refunding 06/30 1,140,000 04/18A 9,410,000 Corporate Purpose & Refunding 06/31 2,895,000 04/18B 1,020,000 Taxable Refunding 06/26 280,000 06/19A 2,295,000 Corporate Purpose 06/39 2,035,000 06/19B 860,000 Taxable Corporate Purpose 06/27 330,000 07/19C 4,435,000 Refunding 06/32 2,490,000 06/21A 27,995,000 Corporate Purpose & Refunding 06/41 21,690,000 06/21B 12,535,000 Taxable Corporate Purpose & Refunding 06/36 9,830,000 06/22A 2,345,000 Corporate Purpose 06/42 2,245,000 06/22B 7,220,000 Taxable Corporate Purpose 06/42 7,220,000 06/23A 6,090,000 Taxable Corporate Purpose 06/43 6,090,000 03/25A 6,325,000 Corporate Purpose 06/44 6,325,000 03/25B 8,370,000 Taxable Corporate Purpose 06/44 8,370,000 03/25C 8,945,000 Taxable Corporate Purpose 06/44 8,945,000 Total $92,615,000 Second Lien Sales Tax Increment General Obligation Debt Principal Date Original Final Outstanding of Issue Amount Purpose Maturi As of 01/01/25 06/14 $7,190,000 Flood Mitigation 06/29 $6,000,000 Total General Obligation Debt Subject to Debt Limit: $98,615,000 A-5 Page 599 of 740 ANNUAL FISCAL YEAR DEBT SERVICE PAYMENTS First Lien General Obligation Debt (Includes the Bonds) Current Outstanding Total G.O. Debt The Series 2025A Bonds The Series 2025B Bonds The Series 2025C Bonds G.O. Debt Fiscal Principal Principal Principal Principal Principal Year Principal and Interest Principal and Interest Principal and Interest Principal and Interest Principal and Interest FY 2024-25 $6,855,000 $7,844,103 $6,855,000 $7,844,103 FY 2025-26 6,740,000 8,540,256 $190,000 $474,134 $175,000 $740,609 $611,441 7,105,000 10,366,440 FY 2026-27 6,995,000 8,616,961 255,000 478,171 290,000 737,159 492,436 7,540,000 10,324,727 FY 2027-28 6,975,000 8,407,684 265,000 480,444 305,000 738,152 492,436 7,545,000 10,118,716 FY 2028-29 6,875,000 8,121,464 270,000 477,362 320,000 738,421 $375,000 867,436 7,840,000 10,204,682 FY 2029-30 6,065,000 7,128,164 280,000 479,019 330,000 732,965 390,000 864,324 7,065,000 9,204,470 FY 2030-31 5,510,000 6,414,246 290,000 480,367 345,000 731,960 410,000 865,409 6,555,000 8,491,981 FY 2031-32 3,990,000 4,752,890 295,000 476,377 365,000 734,951 430,000 865,196 5,080,000 6,829,413 FY 2032-33 3,465,000 4,130,438 305,000 476,996 385,000 736,774 450,000 863,782 4,605,000 6,207,989 FY 2033-34 3,520,000 4,092,298 310,000 472,083 405,000 737,216 475,000 865,922 4,710,000 6,167,518 FY 2034-35 1,830,000 2,306,490 325,000 476,760 420,000 731,399 500,000 866,507 3,075,000 4,381,156 FY 2035-36 1,425,000 1,837,876 335,000 475,450 445,000 734,307 525,000 865,207 2,730,000 3,912,840 FY 2036-37 1,370,000 1,731,336 355,000 483,625 470,000 735,589 550,000 862,224 2,745,000 3,812,773 FY 2037-38 1,420,000 1,728,853 365,000 480,561 495,000 734,927 580,000 862,194 2,860,000 3,806,534 FY 2038-39 1,470,000 1,723,631 375,000 476,837 520,000 732,553 615,000 865,120 2,980,000 3,798,141 FY 2039-40 1,350,000 1,545,451 390,000 477,324 550,000 733,329 650,000 865,557 2,940,000 3,621,661 FY 2040-41 1,405,000 1,544,653 405,000 476,880 585,000 736,154 685,000 862,532 3,080,000 3,620,219 FY 2041-42 1,230,000 1,310,815 425,000 480,518 620,000 736,815 725,000 862,323 3,000,000 3,390,470 FY 2042-43 485,000 508,523 435,000 472,881 650,000 730,111 770,000 864,403 2,340,000 2,575,916 FY 2043-44 455,000 474,611 695,000 736,631 815,000 863,819 1,965,000 2,075,060 Total $68,975,000 $82,286,132 $6,325,000 $9,070,400 $8,370,000 $13,970,022 $8,945,000 $15,428,268 $92,615,000 $120,754,809 A-6 Page 600 of 740 Second Lien General Obligation Debtz Current Outstanding G.O. Debt (000s) Fiscal Principal and Year Principal Interest FY 2024-25 $1,125,000 $1,144,598 FY 2025-26 1,125,000 1,344,250 FY 2026-27 1,200,000 1,363,000 FY 2027-28 1,250,000 1,365,000 FY 2028-29 1,300,000 1,365,000 Total $6,000,000 $6,581,848 Urban Renewal Revenue Debt Principal Date Original Final Outstanding of Issue Amount Purpose Maturi As of 01/01/25 10/07 $23,025,000 Port of Dubuque Parking Ramp 06/37 $16,350,000 Current Outstanding Urban Renewal Revenue Debt (000s) Fiscal Principal Year Principal and Interest FY 2024-25 $785,000 $1,398,125 FY 2025-26 845,000 2,012,375 FY 2026-27 910,000 2,014,000 FY 2027-28 975,000 2,010,750 FY 2028-29 1,050,000 2,012,625 FY 2029-30 1,130,000 2,013,875 FY 2030-31 1,215,000 2,014,125 FY 2031-32 1,305,000 2,013,000 FY 2032-33 1,400,000 2,010,125 FY 2033-34 1,505,000 2,010,125 FY 2034-35 1,620,000 2,012,250 FY 2035-36 1,740,000 2,010,750 FY 2036-37 1,870,000 2,010,250 Total $16,350,000 $25,542,375 1 Supported by state sales tax increment. A-7 Page 601 of 740 OTHER DEBT The City has debt payable solely from the net water revenues of the City's water system as follows: Water Revenue Debt Principal Date Original Final Outstanding of Issue Amount Purpose Maturi As of 01/01/25 10/07 $915,000 Water Improvements (SRF) 06/28 $232,000 02/10 7,676,000 Water Improvements (SRF) 06/31 1,346,000 07/17 10,198,000 Water Improvements (SRF) 06/37 6,235,000 08/19 4,400,000 Water Improvements (SRF) 06/40 3,644,000 08/21 3,505,000 Water Refunding 06/30 2,435,000 Total $13,892,000 The City has debt payable solely from the net sewer revenues of the City's sewer system as follows: Sewer Revenue Debt Principal Date Original Final Outstanding of Issue Amount Purpose Maturi As of 01/01/25 01/09 $1,847,000 Sewer & Storm Improvements 06/28 $466,000 01/10 $912,000 Sewer Improvements (SRF) 06/30 337,000 08/10 74,285,000 Sewer Improvements (SRF) 06/29 47,502,000 04/13 3,048,000 Sewer Improvements (SRF) 06/33 1,346,000 05/13 3,058,000 Sewer Improvements (SRF) 06/31 1,522,000 03/19 2,763,000 Sewer Improvements (SRF) 06/38 1,906,538 06/23 1,950,000 Sewer Improvements (SRF) 06/43 293,650 Total $53,373,188 The City has debt payable solely from the net sewer revenues of the City's stormwater system as follows: Stormwater Revenue Debt Principal Date Original Final Outstanding of Issue Amount Purpose Maturi As of 01/01/25 01/10 800,000 Stormwater Improvements (SRF) 06/30 $295,000 10/10 7,850,000 Stormwater Improvements (SRF) 06/41 5,337,000 02/14 1,029,000 Stormwater Improvements (SRF) 06/33 168,000 04/19 16,382,000 Stormwater Improvements (SRF) 06/40 13,598,000 Total $19,398,000 A-8 Page 602 of 740 Sales Tax Increment Revenue Debt Principal Date Original Final Outstanding of Issue Amount Purpose Maturi As of 01/01/25 06/15 20,800,000 Stormwater Improvements 06/31 $16,725,000 Other Obligations From time to time the City, pursuant to Section 403.9 of the Iowa Code and the City's urban renewal plans, has entered into Development Agreements which contain payment obligations from the City to an external party. The City's payment requirements under these contracts are not structured as general liabilities of the City, but rather are exclusively secured by and payable from a pledge of the City's incremental property tax revenues (TIF) to be derived from the taxable properties (or some subset thereof) contained within an urban renewal area of the Issuer pursuant to Section 403.19 of the Iowa Code. The City's payment obligations under these contracts are routinely contingent upon development or redevelopment performance requirements of the external party and are typically made subject to annual appropriation rights by the City Council. The following table contains information on the City's material Development Agreements which are subject to annual appropriation by the City: Agreement Maximum Remaining Last Payment Annual Date Urban Renewal Area Project Description Payment Amount Date Appropriation? 1/22/19 Dubuque City Greater Dupaco Community Credit $2,078,701 5/l/38 Yes Downtown URA Union 4/6/20 Dubuque City Industrial Duluth Trading Company 5,700,288 511135 Yes Center URA 6/24/22 Dubuque City Industrial Green Industrial Supply, 5,589,833 5/l/34 Yes Center URA Inc. 2/21/23 Dubuque City Industrial Seippel Warehouse, LLC 4,421,900 5/l/35 Yes Center URA INDIRECT DEBT Taxing District Dubuque CSD Dubuque County Northeast Iowa Comm. College TOTAL 1/l/20233 Portion of Taxable Taxable Value Percent Valuation In the City Applicable 4,932,216,092 $3,480,398,093 70.56% 6,466,514,474 $3,480,398,093 53.82% 15,034,594,390 $3,480,398,093 23.15% 3 For taxes payable July 1, 2024 through June 30, 2025 4 Based on publicly available data. Excludes school district sales tax revenue bonds. A-9 City's GO Indirect Debt4 Portion $0 $0 20,978,494 11,291,015 49,992,020 11,572,785 $22,863,800 Page 603 of 740 DEBT RATIOS Direct General Obligation Debt Indirect General Obligation Debt Combined Debt LEVIES AND COLLECTIONS ($000s) Year 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 Debt/ 2023 Actual Market Value Debt/59,667 G.O. Debt $6,438,522,409 Population $123,906,485 1.92% $2,076.63 22,863,800 0.36% 383.19 $146,770,285 2.28% $2,459.82 Taxes Current % of Levied Collections Taxes Levied 26,305 25,907 98.49% 26,212 26,301 100.34% 26,215 26,280 100.25% 26,216 26,221 100.02% 26,643 27,004 101.35% 28,244 ----In process of collection ---- After the assessment of property in a calendar year, taxes are levied for collection in the following fiscal year. Taxes are certified to the County Auditor in March. The County Treasurer collects taxes for all taxing entities in the County. Statutory dates for payment without penalty are September 30 for the first installment and March 31 for the second installment. Penalty rates are established by State law at 1 % per month. TAX RATES Taxing FY2020/21 FY2021/22 FY2022/23 FY2023/24 FY2024/25 District $/$11000 $/$11000 $/$11000 $/$11000 $/$11000 City of Dubuque $10.14400 $9.88899 $9.71686 $9.90135 $9.92637 Dubuque County 5.91098 5.74009 5.35009 5.55009 5.62184 Dubuque CSD 14.66255 14.55590 13.91240 14.51122 12.99580 County Hospital 0.27000 0.27000 0.27000 0.27000 0.27000 City Assessor 0.24949 0.23947 0.27763 0.27220 0.25152 Ag. Extension 0.10600 0.10622 0.11808 0.11716 0.11504 Northeast Iowa CC 0.94734 0.90520 0.90520 0.92871 0.94143 State of Iowa 0.00270 0.00260 0.00240 0.00180 0.00180 Consolidated Rate $32.29306 $31.70847 $30.55266 $31.55253 $30.12380 LEVY LIMITS HF 718 introduced an adjustable limit for cities' general fund levies (adjusted city general fund levy, or "ACGFL"). Iowa Code Section 384.1 outlines the ranges to which a city's levy can be constrained. For fiscal year ending June 30, 2025, the City's adjusted levy limit is $7.94118. In addition to the ACGFL, the City does levy costs for liability and other insurance expense, pension expense, other employee benefits and debt service. Currently, these levies are not limited by rate or amount. A-10 Page 604 of 740 THE CITY CITY GOVERNMENT The City has been governed by a Council -Manager -Ward form of government since 1920. Policy is established by a Mayor and six council members, the mayor and two of the council members being elected at large and four members elected from wards. City Council members hold four-year staggered terms. The City Clerk, City Manager and City Attorney are appointed by the City Council. LEASE REVENUE The City of Dubuque leases riverfront property, farmland, parking areas, and space for antennas on top of water towers. The most significant lease is the lease of the greyhound racing and gambling facility and related parking areas to the Dubuque Racing Association (DRA). The DRA lease amount is based on the association's gross gambling receipts. Total rent related to this variable lease was $6,607,531. See the audited financial statements attached as Appendix D for further information. EMPLOYEES, PENSIONS AND OPEB The City has 645 full and 66.20 full time equivalent part-time employees and 58.81 full time equivalent seasonal employees, including a police force of 109 sworn personnel and a fire department of 99 fire fighters. Of the City's 789 active employees, 546 are currently enrolled in the Iowa Public Employees Retirement System (the "IPERS") pension plan administered by the State of Iowa and 199 are currently enrolled in the Municipal Fire and Police Retirement System of Iowa (the "MFPRSI"), a benefit plan administered by a Board of Trustees. See note 10 of the audited financial statements attached as Appendix D for further information on OPEB obligations, and note 11 for further information on pensions. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] M Page 605 of 740 GENERAL INFORMATION LOCATION AND TRANSPORTATION The City is located in northeast Iowa and serves as the county seat for Dubuque County. The City, with a 2020 Census population of 59,667, has a land area of 31.758 square miles. The City lies at the intersection of Highways 61/151 and 20. The City is located approximately 22 miles southwest of Platteville, Wisconsin; 92 miles southwest of Madison, Wisconsin; 84 miles northeast of Iowa City, Iowa; 65 miles north of the Quad Cities (Rock Island and Moline, Illinois and Bettendorf and Davenport, Iowa); 175 miles west of Chicago, Illinois and 185 miles northeast of Des Moines. Dubuque Regional Airport provides jet service to Chicago via American Airlines. Railroad service to the City is provided by the Iowa, Chicago & Eastern Railroad Corp, Canadian National/Illinois Central, and Burlington Northern Santa Fe Railroad Company (BNSF), as well as bus service being provided by Greyhound and Burlington Trailways. US CENSUS DATA Source: U.S. Census Bureau website. UNEMPLOYMENT RATES 1980 US Census 62,374 1990 US Census 57,546 2000 US Census 57,686 2010 US Census 57,532 2020 US Census 59,667 Calendar Year City of Dubuque State Average Dubuque County of Iowa 2019 2.6% 2.6% 2.7% 2020 6.4% 5.7% 5.2% 2021 4.2% 4.0% 3.8% 2022 2.9% 2.8% 2.7% 2023 2.9% 2.9% 2.9% Source: Iowa Workforce Development Center website accessed December 2024; some historical data is revised. Figures represent calendar year averages, and will differ from fiscal year-end data reported in Table 18 of the Comprehensive Annual Financial Report for the year ended June 30, 2024. EDUCATION Public education to the City is provided by the Dubuque Community School District, with certified enrollment for the 2023-2024 school year of 9,996. The Dubuque School District has two high schools, an alternative high school, three middle schools and thirteen elementary schools. The Archdiocese of Dubuque operates four Catholic elementary facilities, one middle school and one high school within the City. Higher education opportunities within the County include Loras College, Clarke University, University of Dubuque, and Northeast Iowa Community College, with local facilities in downtown Dubuque and Peosta (15 minutes west of Dubuque on Highway 20). A-12 Page 606 of 740 APPENDIX B FORMS OF BOND COUNSEL OPINIONS Series 2025A Opinion* We hereby certify that we have examined certified copies of the proceedings (the "Proceedings") of the City Council of the City of Dubuque (the "Issuer"), in Dubuque County, Iowa, passed preliminary to the issue by the Issuer of its General Obligation Corporate Purpose Bonds, Series 2025A (the "Series 2025A Bonds") in the amount of $6,325,000, in the denomination of $5,000 each, or any integral multiple thereof, dated March 4, 2025, in evidence of the Issuer's obligation under a certain loan agreement (the "2025A Loan Agreement"), dated as of March 4, 2025. The Series 2025A Bonds mature on June 1 in each of the respective years and in the principal amounts and bear interest payable semiannually on June 1 and December 1 in each year, commencing December 1, 2025, at the respective rates as follows: Date Principal Interest Rate Date Principal Interest Rate 2026 $190,000 % 2036 $335,000 % 2027 $255,000 % 2037 $355,000 % 2028 $265,000 % 2038 $365,000 % 2029 $270,000 % 2039 $375,000 % 2030 $280,000 % 2041 $390,000 % 2031 $290,000 % 2041 $405,000 % 2032 $295,000 % 2042 $425,000 % 2033 $305,000 % 2043 $435,000 % 2034 $310,000 % 2044 $455,000 % 2035 $325,000 % Principal of the Series 2025A Bonds maturing in the years 2034 through 2044, inclusive, is subject to optional redemption prior to maturity on June 1, 2033, or on any date thereafter on terms of par plus accrued interest. Based upon our examination, we are of the opinion, as of the date hereof, that: The Proceedings show lawful authority for such issue under the laws of the State of Iowa. 2. The Series 2025A Bonds and the 2025A Loan Agreement are valid and binding general obligations of the Issuer. 3. All taxable property within the corporate boundaries of the Issuer is subject to the levy of taxes to pay the principal of and interest on the Series 2025A Bonds without constitutional or statutory limitation as to rate or amount. 4. The interest on the Series 2025A Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal income tax purposes and is not treated as a preference item in calculating the federal alternative minimum tax imposed on noncorporate taxpayers under the Internal Revenue Code of 1986 (the "Code"). The opinions set forth in the preceding sentence are subject to the condition that the Issuer comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Series 2025A Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The Issuer has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Series 2025A Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Series 2025A Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Series 2025A Bonds. We note, however, that interest on the Series 2025A Bonds may be taken into account in determining adjusted financial statement income for purposes of the federal alternative minimum tax imposed on applicable corporations (as defined in Section 59(k) of the Code). The rights of the owners of the Series 2025A Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. DORSEY & WHITNEY LLP *This form of bond counsel opinion is subject to change pending the results of the sale of the Bonds contemplated herein. R-M Page 607 of 740 Series 2025B Opinion* We hereby certify that we have examined certified copies of the proceedings (the "Proceedings") of the City Council of the City of Dubuque (the "Issuer"), in Dubuque County, Iowa, passed preliminary to the issue by the Issuer of its Taxable General Obligation Corporate Purpose Bonds, Series 2025B (the "Series 2025B Bonds") in the amount of $8,370,000, in the denomination of $5,000 each, or any integral multiple thereof, dated March 4, 2025, in evidence of the Issuer's obligation under a certain loan agreement (the "2025B Loan Agreement"), dated as of March 4, 2025. The Series 2025B Bonds mature on June 1 in each of the respective years and in the principal amounts and bear interest payable semiannually on June 1 and December 1 in each year, commencing December 1, 2025, at the respective rates as follows: Date Principal Interest Rate 2026 $175,000 % 2027 $290,000 % 2028 $305,000 % 2029 $320,000 % 2030 $330,000 % 2031 $345,000 % 2032 $365,000 % 2033 $385,000 % 2034 $405,000 % 2035 $420,000 % Date Principal Interest Rate 2036 $445,000 % 2037 $470,000 % 2038 $495,000 % 2039 $520,000 % 2041 $550,000 % 2041 $585,000 % 2042 $620,000 % 2043 $650,000 % 2044 $695,000 % Principal of the Series 2025B Bonds maturing in the years 2034 through 2044, inclusive, is subject to optional rcdcmption prior to maturity on June 1, 2033, or on any date thereafter on terms of par plus accrued interest. Based upon our examination, we are of the opinion, as of the date hereof, that: The Proceedings show lawful authority for such issue under the laws of the State of Iowa. 2. The Series 2025B Bonds and the 2025B Loan Agreement are valid and binding general obligations of the Issuer. 3. All taxable property within the corporate boundaries of the Issuer is subject to the levy of taxes to pay the principal of and interest on the Series 2025B Bonds without constitutional or statutory limitation as to rate or amount. 4. The interest on the Series 2025B Bonds is not excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986. We express no opinion regarding other federal tax consequences arising with respect to the Series 2025B Bonds. We note, however, that interest on the Series 2025B Bonds may be taken into account in determining adjusted financial statement income for purposes of the federal alternative minimum tax imposed on applicable corporations (as defined in Section 59(k) of the Code). The rights of the owners of the Series 2025B Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. DORSEY & WHITNEY LLP *This form of bond counsel opinion is subject to change pending the results of the sale of the Bonds contemplated herein. [11-M Page 608 of 740 Series 2025C Opinion' *This form of bond counsel opinion is subject to change pending the results of the sale of the Bonds contemplated herein. We hereby certify that we have examined certified copies of the proceedings (the "Proceedings") of the City Council of the City of Dubuque (the "Issuer"), in Dubuque County, Iowa, passed preliminary to the issue by the Issuer of its Taxable General Obligation Urban Renewal Bonds, Series 2025C (the "Series 2025C Bonds") in the amount of $8,945,000, in the denomination of $5,000 each, or any integral multiple thereof, dated March 4, 2025, in evidence of the Issuer's obligation under a certain loan agreement (the "2025C Loan Agreement"), dated as of March 4, 2025. The Series 2025C Bonds mature on June 1 in each of the respective years and in the principal amounts and bear interest payable semiannually on June 1 and December 1 in each year, commencing December 1, 2025, at the respective rates as follows: Date Principal Interest Rate Date Principal Interest Rate 2029 $375,000 % 2037 $550,000 % 2030 $390,000 % 2038 $580,000 % 2031 $410,000 % 2039 $615,000 % 2032 $430,000 % 2041 $650,000 % 2033 $450,000 % 2041 $685,000 % 2034 $475,000 % 2042 $725,000 % 2035 $500,000 % 2043 $770,000 % 2036 $525,000 % 2044 $815,000 % Principal of the Series 2025C Bonds maturing in the years 2034 through 2044, inclusive, is subject to optional redemption prior to maturity on June 1, 2033, or on any date thereafter on terms of par plus accrued interest. Based upon our examination, we are of the opinion, as of the date hereof, that: The Proceedings show lawful authority for such issue under the laws of the State of Iowa. 2. The Series 2025C Bonds and the 2025C Loan Agreement are valid and binding general obligations of the Issuer. 3. All taxable property within the corporate boundaries of the Issuer is subject to the levy of taxes to pay the principal of and interest on the Series 2025C Bonds without constitutional or statutory limitation as to rate or amount. 4. The interest on the Series 2025C Bonds is exempt from the taxes imposed by Subchapter II (Personal Net Income Tax) and Subchapter III (Business Tax on Corporations) of Chapter 422 of the Code of Iowa, as amended. Interest on the Series 2025C Bonds is subject to the taxes imposed by Subchapter V (Taxation of Financial Institutions) of Chapter 422 of the Code of Iowa, as amended. 5. The interest on the Series 2025C Bonds is not excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986. We express no opinion regarding other federal or state tax consequences arising with respect to the Bonds. The rights of the owners of the Series 2025C Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. DORSEY & WHITNEY LLP [11- N Page 609 of 740 APPENDIX C FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Dubuque, Iowa (the "Issuer"), in connection with the issuance of $6,325,000 General Obligation Corporate Purpose Bonds, Series 2025A, $8,370,000 Taxable General Obligation Corporate Purpose Bonds, Series 2025B, and $8,945,000 Taxable General Obligation Urban Renewal Bonds, Series 2025C (collectively, the "Bonds"), dated March 4, 2025. The Bonds are being issued pursuant to a resolution of the Issuer approved on February 17, 2025 (the "Resolution"). The Issuer covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12. Section 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Dissemination Agent" shall mean the Dissemination Agent, if any, designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "EMMA" shall mean the MSRB's Electronic Municipal Market Access system available at http://emma.msrb.org. "Financial Obligation" shall mean a (i) debt obligation, (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or, (iii) guarantee of either (i) or (ii). The term "Financial Obligation" shall not include municipal securities as to which a final official statement has been provided to the MSRB pursuant to the Rule. "Holders" shall mean the registered holders of the Bonds, as recorded in the registration books of the Registrar. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal Securities Rulemaking Board, 1300 I Street NW, Suite 1000, Washington, DC 20005. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Iowa. Section 3. Provision of Annual Reports. (a) Not later than June 30 (the "Submission Deadline") of each year following the end of the 2023-2024 fiscal year, the Issuer shall, or shall cause the Dissemination Agent (if any) to, file on EMMA an electronic copy of its Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate in a format and accompanied by such identifying information as prescribed by the MSRB. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the Submission Deadline if they are not available by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c), and the Submission Deadline beginning with the subsequent fiscal year will become one year following the end of the changed fiscal year. (b) If the Issuer has designated a Dissemination Agent, then not later than fifteen (15) business days prior to the Submission Deadline, the Issuer shall provide the Annual Report to the Dissemination Agent. C-1 Page 610 of 740 (c) If the Issuer is unable to provide an Annual Report by the Submission Deadline, in a timely manner thereafter, the Issuer shall, or shall cause the Dissemination Agent (if any) to, file a notice on EMMA stating that there has been a failure to provide an Annual Report on or before the Submission Deadline. Section 4. Content of Annual Reports. The Issuer's Annual Report shall contain or include by reference the following: (a) The Audited Financial Statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under State law, as in effect from time to time, or, if and to the extent such audited financial statements have not been prepared in accordance with generally accepted accounting principles, noting the discrepancies therefrom and the effect thereof. If the Issuer's audited financial statements are not available by the Submission Deadline, the Annual Report shall contain unaudited financial information (which may include any annual filing information required by State law) accompanied by a notice that the audited financial statements are not yet available, and the audited financial statements shall be filed on EMMA when they become available. captions: (b) Tables, schedules or other information contained in the official statement for the Bonds, under the following PROPERTY VALUES Trend of Valuations Larger Taxpayers INDEBTEDNESS Debt Limit Direct Debt First Lien General Obligation Debt Second Lien Sales Tax Increment General Obligation Debt Total General Obligation Debt Subject to Debt Limit Annual Fiscal Year Debt Service Payments First Lien General Obligation Debt Second Lien General Obligation Debt Urban Renewal Revenue Debt Other Debt Water Revenue Debt Sewer Revenue Debt Stormwater Revenue Debt Other Obligations Debt Ratios Direct General Obligation Debt Levies and Collections Tax Rates City of Dubuque Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which are available on EMMA or are filed with the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available on EMMA. The Issuer shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds: (1) Principal and interest payment delinquencies. (2) Non-payment related defaults, if material. (3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. C-2 Page 611 of 740 (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers. (9) Defeasances. (10) Release, substitution, or sale of property securing repayment of the securities, if material. (11) Rating changes. (12) Bankruptcy, insolvency, receivership or similar event of the obligated person. Note to para rg ayh (12): For the purposes of the event identified in subparagraph (12), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (13) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (15) Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material. (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties. (b) If a Listed Event described in Section 5(a) paragraph (2), (7), (8) (but only with respect to bond calls under (8)), (10), (13), (14), or (15) has occurred and the Issuer has determined that such Listed Event is material under applicable federal securities laws, the Issuer shall, in a timely manner but not later than ten business days after the occurrence of such Listed Event, promptly file, or cause to be filed, a notice of such occurrence on EMMA, with such notice in a format and accompanied by such identifying information as prescribed by the MSRB. (c) If a Listed Event described in Section 5(a) paragraph (1), (3), (4), (5), (6), (8) (but only with respect to tender offers under (8)), (9), (11), (12), or (16) above has occurred the Issuer shall, in a timely manner but not later than ten business days after the occurrence of such Listed Event, promptly file, or cause to be filed, a notice of such occurrence on EMMA, with such notice in a format and accompanied by such identifying information as prescribed by the MSRB. Notwithstanding the foregoing, notice of Listed Events described in Section (5)(a) paragraphs (8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Resolution. Section 6. Termination of Reporting Obli ag tion. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds or upon the Issuer's receipt of an opinion of nationally recognized bond counsel to the effect that, because of legislative action or final judicial action or administrative actions or proceedings, the failure of the Issuer to comply with the terms hereof will not cause Participating Underwriters to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended. Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or Annual Report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be Independent Public Advisors, LLC. C-3 Page 612 of 740 Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) (i) the amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (ii) the undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (iii) the amendment or waiver either (1) is approved by a majority of the Holders, or (2) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners; or (b) the amendment or waiver is necessary to comply with modifications to or interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing audited financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made will present a comparison or other discussion in narrative form (and also, if feasible, in quantitative form) describing or illustrating the material differences between the audited financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. Direct, indirect, consequential and punitive damages shall not be recoverable by any person for any default hereunder and are hereby waived to the extent permitted by law. A default under this Disclosure Certificate shall not be deemed an event of default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent, if any, shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Dated: March 4, 2025 Attest: By City Clerk CITY OF DUBUQUE, IOWA By Mayor C-4 Page 613 of 740 APPENDIX D ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2023 D-1 Page 614 of 740 APPENDIX E BOOK -ENTRY SYSTEM The information in this Appendix concerning The Depository Trust Company, New York, New York (DTC') and DTC's book -entry system has been obtained from DTC. Neither the Underwriter nor the Issuer take responsibility for the accuracy or completeness thereof, or for any material changes in such information subsequent to the date hereof, or for any information provided at the web sites referenced below. Beneficial Owners should confirm the following with DTC or the Direct Participants (as hereinafter defined). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references in the Official Statement to the Bondowners or Registered Owners of the Bonds shall mean Cede & Co. and shall not mean the Beneficial Owners of the Bonds. Book -Entry System The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Bond certificate will be issued for the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of the Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book -entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults and proposed amendments to the Security documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. E-1 Page 615 of 740 Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, Agent or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Issuer may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer does not take any responsibility for the accuracy thereof. E-2 Page 616 of 740