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8 10 10 City Council Proceedings Official_Special CITY OF DUBUQUE, IOWA CITY COUNCIL PROCEEDINGS OFFICIAL The Dubuque City Council met in Special Session at 4:45 p.m. on August 10, 2010, In the Historic Federal Building. Present: Mayor Buol, Council Members, Braig, Connors, Lynch, Resnick, City Manager Van Milligen; City Attorney Lindahl. Council Member Jones joined the meeting at 4:52 p.m. Absent: Council Member Voetberg Mayor Buol read the call and stated this is a special session of the City Council called to act upon such business that may properly come before the City Council. Conservation Easement Agreement for Preservation of the Dubuque Shot Tower: City Manager recommending that a public hearing be set for August 16, 2010 to consider a Conservation Easement Agreement for Preservation of the Dubuque Shot Tower. Motion by Braig to receive and file the documents and approve the recommendation setting a public hearing for a meeting to commence at 6:30 p.m. on August 16, 2010 in the Historic Federal Building. Seconded by Lynch. Motion carried 5- 0. Sewer Revenue Capital Loan Notes, Series 2010E: City Manager recommending approval of the required action on the $64,885,000 Sewer Revenue Capital Loan Note from the State of Iowa Revolving Fund Loan/Iowa Water Pollution Control Works Financing Program. Motion by Connors to receive and file the documents and adopt Resolution No. 302-10 Authorizing and providing for the issuance and securing the payment of $64,885,000 Sewer Revenue Capital Loan Notes, Series 2010E, by the City of Dubuque, Iowa, under the provisions of Chapter 384 of the Code of Iowa, providing for a method of payment thereof, approving Loan and Disbursement Agreement, and other related matters. Seconded by Braig. Motion carried 5-0. RESOLUTION NO. 302-10 SERIES RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $64,885,000 SEWER REVENUE CAPITAL LOAN NOTES, SERIES 2010E, BY THE CITY OF DUBUQUE, IOWA UNDER THE PROVISIONS OF CHAPTER 384 OF THE CODE OF IOWA, PROVIDING FOR A METHOD OF PAYMENT THEREOF, APPROVING LOAN AND DISBURSEMENT AGREEMENT, AND OTHER RELATED MATTERS Whereas, the City Council of the City of Dubuque, Iowa (the "City") has heretofore established charges, rates and rentals for services which are and will continue to be collected as system revenues of the Municipal Sanitary Sewer System, and said revenues have not been pledged and are available for the payment of sewer revenue bonds or notes, subject to the following premises; and Whereas, by Resolution No. 437-08 passed and approved on December 15, 2008 (the "Master Resolution"), the City Council heretofore has authorized the issuance of $2,000,000 Sewer Revenue Capital Loan Notes, Series 2009A, for the purpose of financing the construction of the Series 2009A Project described therein, and to pay related costs of issuance; and Whereas, Section 8.3 of the Master Resolution authorizes the issuance of additional Senior Bonds, including Senior SRF Bonds, by the City from time to time, if all of the conditions set forth therein are satisfied; and Whereas, the notice of intention of the City Council to take action for the issuance of not to exceed $65,000,000 Sewer Revenue Capital Loan Notes has heretofore been duly published and no objections to such proposed action have been filed; and Whereas, the Council has determined to issue additional Senior SRF Bonds, and has determined that, upon passage of this Series Resolution all of the requirements of Article VIII of the Master Resolution with respect to the issuance of additional Senior SRF Bonds will have been satisfied. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IN THE COUNTY OF DUBUQUE, STATE OF IOWA: ARTICLE I DEFINITIONS Section 1.1. Definitions . Except as otherwise provided below in this Article I, all words and terms defined in Article I of the Master Resolution shall have the same meanings in this Series Resolution as such defined words and terms are given in Article I of the Master Resolution. In addition, the following terms shall have the following meanings in this Series Resolution unless the text expressly or by necessary implication requires otherwise: "Agreement" shall mean the Loan and Disbursement Agreement dated as of the Closing between the City and the Original Purchaser relating to the Loan made to the City under the Program. "City" Issuer or"" shall mean the City of Dubuque, Iowa. "Closing" shall mean the date of execution of the Agreement and delivery of the Series 2010E Bonds to the Original Purchaser and the funding of the Loan by the Trustee. "Loan" shall mean the total principal amount allocated by the Original Purchaser to the City under the Program, equal in amount to the aggregate principal amount of the Series 2010E Bonds. "Master Resolution" means the City Council Resolution No. 437-08, passed and approved on December 15, 2008, entitled "Master Resolution relating to the issuance of Sewer Revenue Bonds by the City of Dubuque, Iowa under the provisions of Chapter 384 of the Code of Iowa, authorizing and providing for the issuance and securing the payment of $2,000,000 Sewer Revenue Capital Loan Notes, Series 2009A, providing for a method of payment thereof, and related matters," as the same may be amended from time to time. "Original Purchaser" means the Iowa Finance Authority, as the purchaser of the Series 2010E Bonds from the City at the time of their original issuance. "Program" shall mean the Iowa Water Pollution Control Works Financing Program administered by the Original Purchaser. "Series 2010E Bonds" means the $64,885,000 Sewer Revenue Capital Loan Notes, Series 2010E, dated the date of delivery, authorized to be issued pursuant to this Series Resolution. "Series 2010E Costs of Issuance Account" means the account by that name within the Project Fund established in Section 5.1 of the Master Resolution. "Series 2010E Project" shall mean the Project being financed with the proceeds of the Series 2010E Bonds, including those costs associated with the Water Pollution Control Plant Modification Project and the refinancing of the Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2009, dated March 11, 2009, issued in respect of such costs, as described generally in the Agreement and more particularly in the plans and specifications on file from time to time with the City Clerk. "Series 2010E Project Account" means the account by that name within the Project Fund established in Section 5.1 of the Master Resolution. "Series 2010E Rebate Account" means the account by that name within the Rebate Fund established in Section 6.10 of the Master Resolution. "Series Resolution" means this Resolution of the Council. "Tax Exemption Certificate" means the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Series 2010E Bonds. "Trustee" shall mean Wells Fargo Bank, National Association, with its principal office located in the City of Des Moines, Iowa, and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee under the Program. ARTICLE II THE SERIES 2010E BONDS Section 2.1. Series 2010E Bonds - Authorization and Purpose . Pursuant to the provisions of the Master Resolution and in particular Section 8.3 thereof, there are hereby authorized to be issued, negotiable, serial, fully registered Sewer Revenue Capital Loan Notes, Series 2010E, in the aggregate principal amount of $64,885,000, dated the date of delivery, for the purpose of constructing the Series 2010E Project and paying Project Costs relating thereto, and to pay related Costs of Issuance. The Series 2010E Bonds shall be issued as Senior SRF Bonds under the terms of the Master Resolution, for the purpose of paying costs of the Series 2010E Project. The Council, pursuant to Sections 384.24A and 384.82 of the Code of Iowa, hereby finds and determines that it is necessary and advisable to issue said Series 2010E Bonds authorized by the Agreement and this Resolution. The Series 2010E Bonds and the Registrar’s Certificate of Authentication shall be in substantially the form set forth in Exhibit A attached hereto, with such variations, omissions, substitutions and insertions as are required or permitted by this Series Resolution. The Series 2010E Bonds shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk of the Council, and shall be fully registered as to both principal and interest as provided in this Series Resolution; principal, interest and premium, if any shall be payable at the office of the Paying Agent by mailing of a check, wire transfer or automated clearing house system transfer to the registered owner of the Bond. The Series 2010E Bonds shall be in the denomination of $1,000 or multiples thereof and may at the request of the Original Purchaser be initially issued as a single Bond in the denomination of $64,885,000 and numbered R-1. The Series 2010E Bonds shall be issued pursuant to the provisions of Sections 384.24A and 384.82 of the Code of Iowa for the aforesaid purpose, be designated "SEWER REVENUE CAPITAL LOAN NOTE, SERIES 2010E", be dated the date of delivery, and bear interest at the rate of 3.0% per annum from the date of each advancement made under the Agreement, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2010, and semi-annually thereafter on the 1st day of June and December in each year until maturity as set forth on the Debt Service Schedule attached to the Agreement as Exhibit A and incorporated herein by this reference. As set forth on said Debt Service Schedule, principal shall be payable on June 1, 2014 and annually thereafter on the 1st day of June in the amounts set forth therein until principal and interest are fully paid, except that the final installment of the entire balance of principal and interest, if not sooner paid, shall become due and payable on June 1, 2039. Notwithstanding the foregoing or any other provision hereof, principal and interest shall be payable as shown on said Debt Service Schedule until completion of the Series 2010E Project, at which time the final Debt Service Schedule shall be determined by the Trustee based upon actual advancements, final costs and completion of the Series 2010E Project, all as provided in the administrative rules governing the Program. Payment of principal and interest on the Series 2010E Bonds shall at all times conform to said Debt Service Schedule and the rules of the Program. In addition to the payment of principal of and interest on the Series 2010E Bonds, the City also agrees to pay the Initiation Fee and the Servicing Fee as defined and in accordance with the terms of the Agreement. Section 2.2. Issuance of Series 2010E Bonds in Certificated Form . The Series 2010E Bonds shall be issued as Bonds in Authorized Denominations and may at the request of the Original Purchaser be issued as a single Series 2010E Bond in the full authorized amount thereof, and shall be registered in the name of the Original Purchaser. Section 2.3. Appointment of Registrar . The Treasurer is hereby appointed as Registrar for the Series 2010E Bonds under the terms of this Series Resolution. Section 2.4. Execution, Authentication and Delivery of the Series 2010E Bonds . Upon the adoption of this Resolution, the Mayor and City Clerk shall execute and deliver the Series 2010E Bonds to the Registrar, who shall authenticate the same and deliver the same to or upon order of the Original Purchaser. No such Series 2010E Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Series 2010E Bond a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any such Series 2010E Bond executed on behalf of the Issuer shall be conclusive evidence that the Series 2010E Bond so authenticated has been duly issued under this Series Resolution and that the holder thereof is entitled to the benefits of this Series Resolution. ARTICLE III REDEMPTION OF BONDS Section 3.1. Optional Redemption . The Series 2010E Bonds are subject to optional redemption at a price of par plus accrued interest (i) on any date upon receipt of written consent of the Original Purchaser or (ii) in the event that all or substantially all of the Series 2010E Project is damaged or destroyed. Any optional redemption of the Series 2010E Bonds may be made from any funds regardless of source, in whole or from time to time in part, in inverse order of maturity, by giving not less than thirty (30) days notice of redemption by certified or registered mail to the Original Purchaser (or any other registered owner of the Series 2010E Bonds). The terms of redemption shall be par, plus accrued interest to date of call. The Series 2010E Bonds are also subject to mandatory redemption as set forth in Section 5 of the Agreement. ARTICLE IV DELIVERY AND APPLICATION OF PROCEEDS Section 4.1. Application of Series 2010E Bond Proceeds . The Series 2010E Bonds shall be delivered as provided in Sections 6.1 and 6.2 and the proceeds thereof shall be applied as follows: (i) An amount sufficient to pay the Costs of Issuance of the Series 2010E Bonds shall be deposited into the Series 2010E Costs of Issuance Account. (ii) The balance of proceeds shall be deposited into the Series 2010E Project Account of the Project Fund and applied thereafter to pay Project Costs of the Series 2010E Project. Section 4.2. No Adjustment to Debt Service Reserve Requirement. The Series 2010E Bonds shall be issued as Senior SRF Bonds under the Master Resolution, and shall not be secured by or payable from amounts held in the Debt Service Reserve Fund established in the Master Resolution. Upon issuance of the Series 2010E Bonds, the amount to be accumulated and maintained in the Debt Service Reserve Fund shall not be increased, but shall continue to remain equal to 100% of the Debt Service Reserve Requirement computed on a basis which includes all Senior Bonds which will be Outstanding immediately after issuance of the Series 2010E Bonds and which are not Senior SRF Bonds. ARTICLE V TAX PROVISIONS Section 5.1. Disposition of Bond Proceeds; Arbitrage Not Permitted . The City reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Series 2010E Bonds issued hereunder which will cause any of the Series 2010E Bonds to be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Code, and that throughout the term of said Series 2010E Bonds it will comply with the requirements of said statute and regulations issued thereunder. To the best knowledge and belief of the City, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Series 2010E Bonds will be used in a manner that would cause such Bonds to be arbitrage bonds. Without limiting the generality of the foregoing, the City hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Series Resolution. The Treasurer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption Certificate at issuance of the Series 2010E Bonds to certify as to the reasonable expectations and covenants of the City at that date. The City covenants that it will treat as yield restricted any proceeds of the Series 2010E Bonds remaining unexpended after three years from the issuance and any other funds required by the Tax Exemption Certificate to be so treated. If any investments are held with respect to the Series 2010E Bonds, the City shall treat the same for the purpose of restricted yield as held in proportion to the original principal amounts of each issue. The City covenants that it will exceed any investment yield restriction provided in this Series Resolution only in the event that it shall first obtain an opinion of bond counsel that the proposed investment action will not cause the Series 2010E Bonds to be classified as arbitrage bonds under Section 148(a) and (b) of the Code. The City covenants that it will proceed with due diligence to spend the proceeds of the Series 2010E Bonds for the purpose set forth in this Series Resolution. The City further covenants that it will make no change in the use of the proceeds available for the construction of facilities or change in the use of any portion of the facilities constructed therefrom by persons other than the City or the general public unless it has obtained an opinion of bond counsel or a revenue ruling that the proposed project or use will not be of such character as to cause interest on any of the Series 2010E Bonds not to be exempt from federal income taxes in the hands of holders under the provisions of the Code. Section 5.2. Additional Covenants, Representations and Warranties of the City . The City certifies and covenants with the purchasers and holders of the Series 2010E Bonds from time to time outstanding that the City through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the City and the owners of the Series 2010E Bonds; (c) consult with bond counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Series 2010E Bonds; (e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the City in such compliance. ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.1. Delivery of Series 2010E Bonds . The City shall deliver the executed Agreement and the Series 2010E Bonds to the Original Purchaser at the price of par on the date of Closing. Delivery of the executed Agreement and the Series 2010E Bonds shall be made to the Original Purchaser as soon as practicable after the effective date of this Series Resolution. Section 6.2. Approval of Agreement. The Agreement in substantially the form presented at this meeting of the Council is hereby authorized and approved, and the Mayor and City Clerk are authorized to execute and deliver the Agreement, with such changes therein as such officials deem appropriate, for and on behalf of the City, such officers' signatures thereon being conclusive evidence of such officials' and the City's approval thereof. Section 6.3. General Authorization. From and after the date of adoption of this Series Resolution, the officers, employees and agents of the City are hereby authorized to do all such acts and things and to execute and deliver any and all other documents, agreements, certificates and instruments relating to the Series 2010E Bonds, the investment of the proceeds thereof and the other transactions contemplated on the part of the City by this Series Resolution, including, but not limited to, the Tax Exemption Certificate referred to in Section 5.1 hereof. Section 6.4. Construction . Except to the extent set forth herein, all of the applicable terms, conditions and provisions of the Master Resolution shall be deemed and construed to apply to the Series 2010E Bonds and are hereby incorporated by reference and made a part hereof to the same extent as if fully set forth herein. Except as may otherwise be provided herein, the Master Resolution shall remain in full force and effect. Section 6.5. Severability . If any section, paragraph, or provision of this Series Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions. Section 6.6. Repeal of Conflicting Ordinances or Resolutions and Effective Date . All other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Series Resolution are, to the extent of such conflict, hereby repealed; and this Series Resolution shall be in effect from and after its adoption. th Passed and approved this 10 day of August, 2010 Roy D. Buol, Mayor Attest: Jeanne F. Schneider, CMC, City Clerk Iowa Jobs (I-JOBS II) Application – Lower Bee Branch Creek Restoration Project: City Manager recommending approval of an application for I-JOBS II funding for the (Lower) Bee Branch Creek Restoration Project. Motion by Resnick to receive and file the documents and adopt Resolution No. 303-10 Support of I-JOBS II Disaster Prevention Grant Program Application for funding for the Lower Bee Branch Creek Restoration Project and Smart Planning Principals. Seconded by Connors. Motion carried 6-0. RESOLUTION NO. 303-10 SUPPORT OF I-JOBS II DISASTER PREVENTION GRANT PROGRAM APPLICATION FOR FUNDING FOR THE LOWER BEE BRANCH CREEK RESTORATION PROJECT AND SMART PLANNING PRINCIPLES Whereas, in 1999, 2002 and 2004, heavy rains produced flood damage spurring Presidential Disaster Declarations for Dubuque County and a request for a Presidential Disaster Declaration for Dubuque County for the 2010 storm damage has been made to the State of Iowa; and Whereas, the Lower Bee Branch Creek Restoration Project has been identified as one of a series of projects to provide relief from property damage due to flooding to 1,150 residents in the City of Dubuque; and Whereas, during the 2010 Legislative Session, the Iowa Legislature enacted Senate File 2389 (the “Act”), creating the I-Jobs II Program and providing for I-Jobs grant funding to assist in the development and completion of public construction projects relating to disaster prevention; and Whereas, the Act also created new chapter 18B of the Iowa Code, which provides, inter alia, that local governments shall consider and may apply certain planning principles, denominated by the Act as “Smart Planning Principles” during the deliberation of all appropriate planning, zoning, development, and resource management decisions; and Whereas, pursuant to Sec. 88 of the Act, only cities or counties that apply “smart planning principles and guidelines pursuant to sections 18B.1 and 18B.2, may submit an application to the Iowa jobs board for financial assistance for a local infrastructure competitive grant for an eligible project under the program;” and Whereas, the City Council passed Ordinance 11-90 in February of 1990 defining the City of Dubuque Comprehensive Plan and community planning process; and Whereas, the City Council passed Resolution 33-08 in January of 2008 approving updates to the City of Dubuque 2002 Comprehensive Plan thereby establishing the City of Dubuque 2008 Comprehensive Plan; and Whereas, the 2008 Dubuque Comprehensive Plan includes goals consistent with all 10 of the Smart Planning Principles outlined in the Act; and Whereas, the City of Dubuque has adopted both the 2009 Unified Development Code and a Sustainability Model that further the realization of the Smart Planning Principles outlined in the Act; and Whereas, the City of Dubuque desires to apply for I-Jobs II grant funding for the Lower Bee Branch Creek Restoration Project within the City. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: 1. The City of Dubuque does hereby affirm that the 2008 Comprehensive Plan by definition and by inclusion of goals is consistent with all 10 of the Smart Planning Principles outlined in the Act, and that both the 2009 Unified Development Code and the Dubuque Sustainability Model further the realization of these Smart Planning Principles. 2. The City of Dubuque shall promptly perform a review to determine the potential advantages and disadvantages to the City of amending its Comprehensive Plan utilizing Smart Planning Principles in conformance with the Act. 3. In the event the City of Dubuque is awarded one or more grants under the Iowa Jobs II local infrastructure competitive grant program pursuant to the Act, the City shall complete the amendment of its Comprehensive Plan utilizing Smart Planning Principles in conformance with new chapter 18B within three years of the award of such grant. th Passed, approved and adopted this 10 day of August, 2010. Roy D. Buol, Mayor Attest: Jeanne F. Schneider, CMC, City Clerk There being no further business, upon motion the City Council adjourned at 4:57 p.m. /s/Jeanne F. Schneider, CMC City Clerk