Proceedings to Complete Action for the Issuance of $14,643,000 Sewer Revenue Bond, Series 2026 Old Mill Rd. Lift Station Project - Phase 2City of Dubuque
City Council
ACTION ITEMS # 6.
Copyrighted
February 2, 2026
ITEM TITLE: Proceedings to Complete Action for the Issuance of
$14,643,000 Sewer Revenue Bond, Series 2026 (State
Revolving Loan Fund Program) Old Mill Rd. Lift Station
Project — Phase 2
SUMMARY: City Manager recommending City Council approval of the
suggested proceedings to complete action required for the
$14,643,000 Sewer Revenue Bond, Series 2026 (State
Revolving Loan Fund Program) Old Mill Rd. Lift Station
Project — Phase 2 prepared by Bond Counsel and to present
a resolution for City Council to adopt entitled "Series
Resolution authorizing and approving a Loan and
Disbursement Agreement and providing for the issuance of
$14,643,000 Sewer Revenue Bonds, Series 2026 and other
documents related to the Series 2026 Bonds, and amending
certain provisions."
RESOLUTION Series Resolution authorizing and approving a
Loan and Disbursement Agreement and providing for the
issuance of $14,643,000 Sewer Revenue Bonds, Series 2026
and other documents related to the Series 2026 Bonds, and
amending certain provisions
SUGGUESTED Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
1. MVM Memo Old MITI Rd Phase 2 SRF Complete_MVM memo_2026_01_29
2. Old MITI Rd Phase 2 SRF Complete_Staff memo_2026_01_29
3. Proc Series Iss Res (Old Mill Phase II) (Dubuque #19 2025)-v3
4. Bond (Old Mill Phase II) (Dubuque #19 2026)-v1
5. Closing and Tax Final Delivery Certificate (Old Mill Phase II) (Dubuque #19 2026)-
v1
6. Sewer Revenue LDA (Old Mill Phase II) (Dubuque #19 2026)-v1
7. Updated Repayment Schedule (1.27) (Dubuque #19 2026)-v1
Page 799 of 865
THE C
DUUB--'*--TE
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
Dubuque
All-Anerin City
I
II
2007.2012.2013
2017*2019
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Proceedings to Complete Action for the Issuance of $14,643,000 Sewer
Revenue Bond, Series 2026 (State Revolving Loan Fund Program) Old
Mill Rd. Lift Station Project — Phase 2
DATE: January 29, 2026
Chief Financial Officer Jennifer Larson is recommending City Council approval of the
suggested proceedings to complete action required for the $14,643,000 Sewer
Revenue Bond, Series 2026 (State Revolving Loan Fund Program) Old Mill Rd. Lift
Station Project — Phase 2 prepared by Bond Counsel and to present a resolution for
City Council to adopt entitled "Series Resolution authorizing and approving a Loan and
Disbursement Agreement and providing for the issuance of $14,643,000 Sewer
Revenue Bonds, Series 2026 and other documents related to the Series 2026 Bonds,
and amending certain provisions."
The Old Mill Road Lift Station and Force Main Project is the first of several improvements
that are needed, within the Catfish Creek Interceptor Sewer system, to provide adequate
capacity to serve existing and future development within the City, and to allow for future
additional flow from future growth areas.
Once constructed and in service, the 20 MGD Old Mill Road Lift Station will intercept over
80% of the flow which is currently conveyed to the undersized 8 MGD Catfish Creek Lift
Station. With the reduction in flow coming from the Catfish Creek Interceptor System
(West end of town), the Catfish Creek Lift Station will then be primarily dedicated to the
Key West area and the growth areas along US Highway 151/61, to the airport, which is
served by the Granger Creek Interceptor Sewer. Currently, IDNR has issued sanitary
sewer permits with peak flows totaling approximately 3.5 MGD, for the areas south of
town, since 2017. The reduction in flow from the Catfish Creek Interceptor System will
provide the Catfish Creek Lift Station with enough capacity to adequately serve the
Granger Creek sewer shed into the near future.
The State Revolving Fund loan will have a interest rate of 2.90% plus a servicing fee of
0.25%, a maturity date of June 1, 2046, and will be abated from the sanitary sewer fund.
Page 800 of 865
I concur with the recommendation and respectfully request Mayor and City Council
approval.
�� k�4 ��.
Michael C. Van Milligen
MCVM/jml
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Gus Psihoyos, City Engineer
Brian DeMoss, Finance Manager
2
Page 801 of 865
THE CITY OF
DUB E
Masterpiece on the Mississippi
TO: Michael C. Van Milligen, City Manager
FROM: Jennifer Larson, Chief Financial Officer
Dubuque
All -America City
I I.,
2007 • 2012 • 2013
SUBJECT: Proceedings to Complete Action for the Issuance of $14,643,000 Sewer
Revenue Bond, Series 2026 (State Revolving Loan Fund Program) Old Mill
Rd. Lift Station Project — Phase 2
DATE: January 29, 2026
INTRODUCTION
The purpose of this memorandum is to provide suggested proceedings to complete action
for the issuance of $14,643,000 Sewer Revenue Bond, Series 2026 (State Revolving Loan
Fund Program) Old Mill Rd. Lift Station Project — Phase 2.
BACKGROUND
The older sections of the Catfish Creek Sanitary Sewer (CCSS) that deliver wastewater to
the Catfish Creek Pump Station (CCPS) were constructed circa late 1960s. It is common for
sanitary sewer pipes to remain in service for 60 years or longer. However, when sizing an
interceptor sewer, it is not common to design it to handle predicted flows more than 50 years
into the future, most often a 25-year timespan is considered. The CCPS was last upgraded
in 1995 based on predicting growth over the next 20-30 years, consistent with a 25-year life
for a lift station.
Despite challenges due to terrain (i.e. steep slopes, bluffs, shallow rock, etc.), the City has
experienced significant growth within the Catfish Creek sewer shed in the last 20 years.
Based on land use mapping in GIS,and only considering development that has occurred
over the last twenty years, within the tributary area, the design flow to the CCSS and the
CCPS has grown by 6.5 MGD (million gallons per day) since the pump station was last
upgraded in 1995 to a capacity of 8.0 MGD.
Due to potential development area within the CCSS tributary area, the City hired Strand
Associates, Inc. (Strand) in late 2018 to develop a better understanding of the hydraulic
capacity of the Catfish Creek Sanitary Sewer collection system. The analysis of the CCSS
and the CCPS involved the implementation of a flow metering program and the development
of a sanitary sewer model. One of the things that the computer model revealed is that some
Page 802 of 865
wet weather events will result in the flow rising above the top of the pipe, at certain locations,
such that the sanitary system becomes pressurized which is an indicator of possible SSO's
In late December of 2020, Strand provided the City with final drafts of both the study, for
Catfish Creek Sanitary Sewer collection system, and a more focused technical memo which
evaluated the effect of adding new industrial flow to the existing system.
On January 4, 2021, a State Revolving Fund (SRF) Planning and Design Loan Intended
Use Plan (IUP) application in the amount of $350,000 was submitted to the State for the
"Catfish Creek Lift Station & Force Main Project (that) involves system improvements to
address wet -weather related overflows at the Catfish Creek Lift Station and provide capacity
for future development within the Catfish Creek sewer shed".
On April 28, 2021, the City authorized Strand Task Order One, which provided for the
development of a facility plan and design of the Old Mill road lift station to a 30% level. This
level of design provided the City with a basis of design, a refined cost estimate, and the
necessary information to allow the City to submit a facility Plan to IDNR to begin the SRF
construction loan process. The 30% design followed the recommended improvement option
identified in the January 7, 2021, memo regarding the results of the Catfish Creek Sanitary
Sewer Interceptor system study, which evaluated the existing system capacity and identified
improvements to ensure that it has adequate capacity for existing developments and for
growth throughout the tributary area.
The City of Dubuque submitted a facility plan to Iowa Department of Natural Resources
(IDNR), in May of 2021, for the construction of a 20 MGD sanitary sewer lift station and 30"
dual force mains. The facility plan is based on the results of an intensive evaluation of the
existing interceptor collection and pumping systems that transport sewage to the Water
Resource Recovery Center (WRRC). Several options were considered, and the City chose
to proceed with the design and construction of the Old Mill Road Lift Station and Force Main
Project, a recommended option. At the June 7, 2021, the City Council meeting, the City
Council approved the facility plan and IUP application for the Old Mill Rd. Lift Station and
Force Main Project.
Part of the SRF process is to complete an environmental review for the effected project
area, which is conducted by IDNR staff along with other state agencies. One of the items
that is looked at is the history of the area to determine the historical significance of the area,
if any. The Office of the State Archaeologist (OSA) conducted a phase I archaeological
study, due to a portion of the project alignment running through the old Town of Rockdale.
Some artifacts, from the settlement, were recovered and it was determined that a more in-
depth phase II study was warranted. OSA and the State Historic Preservation Office
(SHPO) directed the City to complete a Phase II archeological study. Due to the results of
the phase II study, it was determined that an alternate alignment needed to be evaluated to
avoid the Town of Rockdale. Once the alternate alignment was selected, a second phase
II archeological study was completed for the alternate alignment. The alternate alignment
was cleared by SHPO and the design was able to be completed for the entire project.
Page 803 of 865
Due to available funding and the funding being spread over five fiscal years, a revised facility
plan was submitted in May of 2024, that split the project into two phases. The first phase
being the lift station and site development and the second phase being the force main, from
the lift station to WRRC, along with the force main structures. The revised facility plan was
approved by IDNR in June of 2024. The phased approach allowed the City to begin with
the longest duration portion of the project, currently under construction, and start the second
phase of the project a year later, when the remainder of the funding becomes available in
FY26 and FY27. The completion for both phases is December 18, 2026.
DISCUSSION
The Old Mill Road Lift Station and Force Main Project is the first of several improvements
that are needed, within the Catfish Creek Interceptor Sewer system, to provide adequate
capacity to serve existing and future development within the City, and to allow for future
additional flow from future growth areas.
Once constructed and in service, the 20 MGD Old Mill Road Lift Station will intercept over
80% of the flow which is currently conveyed to the undersized 8 MGD Catfish Creek Lift
Station. With the reduction in flow coming from the Catfish Creek Interceptor System (West
end of town), the Catfish Creek Lift Station will then be primarily dedicated to the Key West
area and the growth areas along US Highway 151/61, to the airport, which is served by the
Granger Creek Interceptor Sewer. Currently, IDNR has issued sanitary sewer permits with
peak flows totaling approximately 3.5 MGD, for the areas south of town, since 2017. The
reduction in flow from the Catfish Creek Interceptor System will provide the Catfish Creek
Lift Station with enough capacity to adequately serve the Granger Creek sewer shed into
the near future.
The State Revolving Fund loan will have a interest rate of 2.90% plus a servicing fee of
0.25%, a maturity date of June 1, 2046, and will be abated from the sanitary sewer fund.
ACTION TO BE TAKEN
I respectfully recommend the adoption of the enclosed resolutions to complete the action
required on the $14,643,000 in Sewer Revenue Bonds, Series 2026 (State Revolving Loan
Fund Program) for the Old Mill Road Lift Station Project — Phase II.
Attachments
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Brian DeMoss, Finance Manager
Page 804 of 865
Dubuque / 43041 I-19 / Series Res (Old Mill Phase 11)
4936-9653-1061\3
MINUTES OF MEETING TO APPROVE SERIES
RESOLUTION FOR SERIES 2026 BONDS
430411-19 (Old Mill Phase II)
Dubuque, Iowa
February 2, 2026
The City Council of the City of Dubuque, Iowa, met on February 2, 2026, at 6:30 p.m., at
the Historic Federal Building, 350 W. 61h St, Second Floor Council Chambers, Dubuque, Iowa.
The meeting was called to order by the Mayor, and the roll was called showing the
following Council Members present and absent:
Present: Twor Co,✓anac' ;(-1un.d (1 cm6rS Lgendecker, Re5v!,� RcuSSe�� .S�rc d< SfC1vrr (�C1611
Absent:
• • Other Business- -
MOTION TO APPROVE RESOLUTION
Council Member 5prc\nK introduced the re olution next hereinafter
set out and moved its adoption, seconded by Council Member We)hg� ; and
after due consideration thereof by the City Council, the Mayor put the question upon the adoption
of the resolution, and the roll being called, the following named Council Members voted:
Ayes: Resn.ck, Spronk, Roasse11, S4(kyer. W41101 cayo 7ma ' We'idecKer`
Nays:
Whereupon, the Mayor declared said resolution duly adopted, as follows:
On motion and vote, the meeting adjourned.
Dubuque / 430411-19 / Series Res (Old Mill Phase 11)
4936-9653-1061\3
RESOLUTION NO. 34-26
Series Resolution authorizing and approving a Loan and Disbursement Agreement
and providing for the issuance of $14,643,000 Sewer Revenue Bonds, Series 2026
and other documents related to the Series 2026 Bonds, and amending certain
provisions
WHEREAS, the City of Dubuque (the "City" and sometimes hereinafter referred to as the
"Issuer"), in Dubuque County, State of Iowa, did heretofore establish a Municipal Sanitary Sewer
System (the "System") in and for the City which has continuously supplied sanitary sewer service
in and to the City and its inhabitants since its establishment; and
WHEREAS, the management and control of the System are vested in the City Council (the
"Council") and no board of trustees exists for this purpose; and
WHEREAS, pursuant to prior resolutions of the Council, the City has heretofore issued
Sewer Revenue bonds or notes as set forth in prior proceedings of the Council, and a portion of
such prior Sewer Revenue debt remains outstanding (the "Outstanding Indebtedness"); and
WHEREAS, pursuant to the resolutions relating to and authorizing the Outstanding
Indebtedness (the "Outstanding Bond Resolutions") the City reserved the right to issue additional
obligations payable from the net revenues of the Utility and ranking on a parity with the
Outstanding Indebtedness under the terms and conditions set forth in the Outstanding Bond
Resolutions; and
WHEREAS, the City heretofore proposed to contract indebtedness and enter into a certain
Sewer Revenue Loan and Disbursement Agreement (the "Agreement") and to borrow money
thereunder in a principal amount not to exceed $15,000,000, pursuant to the provisions of Section
384.24A of the Code of Iowa, for the purpose of paying the cost, to that extent, of planning,
designing, and constructing improvements and extensions to the System (the "Project' ), and has
published notice of the proposed action and has held a hearing thereon on June 16, 2025; and
WHEREAS, the City proposes to issue Sewer Revenue Bonds, Series 2026 (the "Series
2026 Bonds") to the Iowa Finance Authority, an agency and public instrumentality of the State of
Iowa, as lender (the "Lender"), in order to pay the costs of the Project; and
WHEREAS, the City is authorized and empowered by Chapter 384 of the Code of Iowa
(the "Act") to borrow money for the System, and the City Council has adopted a master resolution
(the "Master Resolution") on December 15, 2008, authorizing the issuance from time to time of
Senior Bonds, including Senior SRF Bonds (each as defined in the Master Resolution); and
WHEREAS, Section 8.3 of the Master Resolution authorizes the Council to adopt a Series
Resolution (as defined in the Master Resolution) to provide for the issuance of Senior Bonds, and
this Series Resolution constitutes a Series Resolution under the Master Resolution; and
WHEREAS, for the purposes of this issuance, the Series 2026 Bonds shall be deemed to
be Senior SRF Bonds; and
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Dubuque / 430411-19 / Series Res (Old Mill Phase II)
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WHEREAS, for the purposes of this issuance, the Series 2026 Bonds shall be deemed to
be Senior SRF Bonds; and
WHEREAS, the obligations of the Issuer under the Series 2026 Bonds and the
Agreement shall be payable solely and only from the Net Revenues of the System and certain
funds and accounts created and pledged under this Series Resolution and the Master Resolution;
and
WHEREAS, it is necessary at this time for the City Council to approve the Agreement
with the Lender and to issue the Series 2026 Bonds in evidence thereof in the principal amount
of $14,643,000;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa,
as follows:
Section 1. Definitions. Terms used herein and not defined herein shall have the
meaning given to them in this Series Resolution and the Master Resolution unless the text
expressly or by necessary implication requires otherwise:
"Agreement" means the Loan and Disbursement Agreement between the Issuer and the
Lender related to the Series 2026 Bonds.
"Bonds" or "Series 2026 Bonds" means the $14,643,000 Sewer Revenue Bonds, Series
2026, in one or more series.
"Closing Date" shall mean the date of delivery of the Series 2026 Bonds, anticipated to
be February 20, 2026, with any final changes to such date as set forth in the Agreement.
"Loan" shall mean the loan made pursuant to the Agreement and evidenced by the Series
2026 Bonds.
"Agreement" means the Loan and Disbursement Agreement between the Issuer and the
Lender related to the Series 2026 Bonds.
"Senior Bond Issuance Documents" means a Supplemental Resolution, Obligation
Issuance Documents, indenture or other document, as the case may be, authorizing and issuing a
series of Senior Bonds, including Senior SRF Bonds.
"Series 2013 Note Resolutions" shall mean the resolutions authorizing the issuance of the
Issuer's outstanding Sewer Revenue Capital Loan Notes, Series 2013, dated April 19, 2013, and
Sewer Revenue Capital Loan Notes, Series 2013B, dated May 20, 2013, which shall be
recognized as Series Resolutions.
"Paying Agent" shall mean the City Treasurer, or such successor as may be approved by
the Issuer as provided herein and who shall carry out the duties prescribed herein with respect to
maintaining a register of the owners of the Series 2026 Bonds. Unless otherwise specified, the
Registrar shall also act as the Paying Agent for the Series 2026 Bonds.
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hereof.
"Series 2026 Sinking Fund" means the fund by that name created pursuant to Section 14
"Series Resolution" or "Resolution" means this resolution.
Section 2. Loan Authorization; Authorization for Execution and Delivery of
Documents. Following the adoption of this Series Resolution and pursuant to Chapter 384 of the
Code of Iowa, the City Council is hereby authorized to execute and deliver the Agreement with
the Lender in the form which has been placed on file with the Council providing for a Loan in
the aggregate principal amount of $14,643,000 for the purpose or purposes set forth in the
preamble hereof. The Mayor and City Clerk are hereby authorized to execute and deliver the
Agreement on behalf of the Issuer in the form presented to the Council, with final terms as
determined by the Council and the Lender.
The Mayor, City Clerk and City Treasurer are each authorized to execute and deliver the
Series 2026 Bonds, any and all agreements, documents and instruments required related to the
issuance of the Series 2026 Bonds and to carry out the purposes set forth in this Series
Resolution, including but not limited to any tax certificates, closing certificates and purchase
agreements.
Section 3. Appointment of Registrar/Paying Agent. The City Treasurer is hereby
designated as the Registrar and Paying Agent for the Series 2026 Bonds and may be hereinafter
referred to as the "Registrar" or the "Paying Agent" in such capacities.
Section 4. Source of Payment of the Series 2026 Bonds. The Series 2026 Bonds,
when issued, will be Senior SRF Bonds under the Master Resolution and shall be payable solely
from the Net Revenues of the System, and certain funds and accounts created and pledged under
this Series Resolution and the Master Resolution.
Section 5. Series 2026 Bonds Details; Form of Series 2026 Bonds. The Series 2026
Bonds are hereby authorized to be issued in evidence of the obligation of the Issuer under the
Agreement, in the aggregate principal amount of $14,643,000, to be dated the Closing Date, and
bearing interest from the date of each advancement made at the rate of 2.90% per annum (or at
such lower rate as agreed upon by the Lender and set forth in the Series 2026 Bonds and the
Agreement) until payment thereof, as set forth in Exhibit A attached to the Agreement. To the
extent that the Lender determines a lower rate of interest is available for the Series 2026 Bonds
after the adoption of this Series Resolution, the Mayor and City Clerk, with advice from bond
counsel and/or a municipal financial advisor, are hereby authorized to: (i) make such changes to
the Agreement, the Series 2026 Bonds and any related transactional documents as are necessary
to give effect to the lower rate of interest without modification to the principal installment
schedule contemplated herein; and (ii) to execute and deliver such modified documents on behalf
of the Issuer.
The Series 2026 Bonds may be in the denominations of $1,000 each or any integral
multiple thereof and, at the request of the Lender, shall be initially issued as a single bond in the
denomination of $14,643,000 and numbered R-1.
4
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The Series 2026 Bonds are subject to optional redemption by the Issuer at a price of par
plus accrued interest (i) on any date with the prior written consent of the Lender, or (ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any optional
redemption of the Series 2026 Bonds by the Issuer may be made from any funds regardless of
source, in whole or from time to time in part, in inverse order of maturity upon not less than
thirty (30) days' notice of redemption by facsimile, e-mail, certified or registered mail to the
Lender (or any other registered owner of the Series 2026 Bonds). The Series 2026 Bonds are
also subject to mandatory redemption as set forth in Section 5 of the Agreement.
Accrued interest on the Series 2026 Bonds shall be payable semiannually on the first day
of June and December in each year, commencing June 1, 2026. Interest shall be calculated on
the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the
Series 2026 Bonds shall be made to the registered owners appearing on the registration books of
the Issuer at the close of business on the fifteenth day of the month next preceding the interest
payment date and shall be paid to the registered owners at the addresses shown on such
registration books. Principal of the Series 2026 Bonds shall be payable in lawful money of the
United States of America to the registered owners or their legal representatives upon presentation
and surrender of the Bond or Bonds at the office of the Paying Agent.
The Series 2026 Bonds shall be executed on behalf of the Issuer with the official manual
or facsimile signature of the Mayor and attested by the official manual or facsimile signature of
the City Clerk, and shall be fully registered bonds without interest coupons. The issuance of the
Series 2026 Bonds shall be recorded in the office of the City Treasurer, and the certificate on the
back of each Series 2026 Bond shall be executed with the official manual or facsimile signature
of the City Treasurer. In case any officer whose signature or the facsimile of whose signature
appears on the Series 2026 Bonds shall cease to be such officer before the delivery of such
Bonds, such signature or such facsimile signature shall nevertheless be valid and sufficient for all
purposes, the same as if such officer had remained in office until delivery.
If applicable pursuant to the Agreement, in addition to the payment of principal of and
interest on the Series 2026 Bonds, the Issuer also agrees to pay the Initiation Fee and the
Servicing Fee (defined in the Agreement) in accordance with the terms of the Agreement.
The Series 2026 Bonds shall be in substantially the form attached as Exhibit A hereto.
Section 6. Registration of Series 2026 Bonds; Designation of Registrar; Transfer;
Ownership; Delivery; and Cancellation. The provisions of Section 2.4 of the Master Resolution,
which contains covenants relating to the registration, transfer, delivery, and cancellation of
Bonds, are hereby ratified and confirmed with respect to the Series 2026 Bonds.
Section 7. Reissuance of Mutilated, Destroyed, Stolen or Lost Bond. The provisions
of Section 2.5 of the Master Resolution, contains covenants relating to the reissuance of
mutilated, destroyed, stolen, or lost Bonds, are hereby ratified and confirmed with respect to the
Series 2026 Bonds. .
Section 8. Application of Loan Proceeds. The loan proceeds to be received under the
Agreement (the "Loan Proceeds") shall be held by the Lender and disbursed for costs of the
Project, as referred to in the preamble hereof. The Issuer shall keep a detailed and segregated
s
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accounting of the expenditure of, and investment earnings on, the Loan Proceeds to ensure
compliance with the requirements of the Code (as defined in the Master Resolution).
Section 9. Ratification of Master Resolution. All provisions of the Master
Resolution are hereby ratified and confirmed, and are incorporated herein and certain provisions
thereof are modified as applicable to the Series 2026 Bonds as provided herein.
Section 10. Rates and Charges; Independent Consultant. There have heretofore been
established as required by law, just and equitable fees, rates and charges for the use of the
services rendered by the System. As provided in Section 7.1 of the Master Resolution, so long as
the Series 2026 Bonds are outstanding and unpaid, the Net Revenues of the System shall be
sufficient in each Fiscal Year to (i) provide for 100% of the Maintenance Expenses of the
System, (ii) equal at least 110% of the Debt Service Requirement, (iii) enable the Issuer to make
all required payments, if any, into the Debt Service Reserve Fund, the Subordinate Bond Fund (if
any), and the Rebate Fund, (iv) enable the Issuer to accumulate an amount which, in the
judgement of the Council, is adequate to meet the costs of major renewals, replacements, repairs,
additions, betterments, and improvements to the System, necessary to keep the same in good
operating condition or as required by any governmental agency having jurisdiction over the
System, and (v) remedy all deficiencies in required payments into any of the funds and accounts
established under the Master Resolution or any Series Resolution.
Section 11. Equality of Lien on Net Revenues. As provided in the Master Resolution,
the timely payment of principal of and interest on the outstanding Series 2026 Bonds shall be
secured equally and ratably with other Senior Bonds by the Net Revenues of the System without
priority by reason of number or time of sale or delivery.
Section 12. Establishment of Funds; Series 2026 Bond Sinking Fund; Debt Service
Reserve Fund. The provisions of Article 6 of the Master Resolution, which provide for the
establishment of the Revenue Fund, the Operation and Maintenance Fund, the Bond Principal
and Interest Fund (the "Sinking Fund"), the Debt Service Reserve Fund, the Subordinate Bond
Fund, the Surplus Fund, and the Rebate Fund, are hereby ratified and confirmed.
Series 2026 Bond Sinking Fund. From and after the issuance of the Series 2026 Bonds
and as long as the Series 2026 Bonds are outstanding, the Issuer shall establish and maintain a
separate fund to be known as the Series 2026 Bond Sinking Fund. The Issuer shall transfer
amounts on deposit in the Revenue Fund into the Series 2026 Bond Sinking Fund for the
payment of interest and principal of the Series 2026 Bonds, on the 1st day of each month
commencing on the 1st day of the month immediately succeeding the date of issuance and
delivery of any of the Series 2026 Bonds in equal monthly amounts which, together with other
monthly amounts made pursuant hereto, will be sufficient to pay principal of and interest on the
Series 2026 Bonds due on the next succeeding date which principal of and/or interest on such
Series 2026 Bonds are due and payable. If for any reason the amount on deposit in the Series
2026 Bond Sinking Fund exceeds the required amount, the excess shall be forthwith withdrawn
therefrom by the Issuer and deposited into the Revenue Fund. If for any reason the amount on
deposit in the Series 2026 Bond Sinking Fund is less than the required amount, the deficit shall
forthwith be made up by the Issuer from available funds on deposit in the Revenue Fund as
provided in Section 6.5 of the Master Resolution.
6
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Money in the Series 2026 Bond Sinking Fund shall be used solely for the purpose of
paying principal of and interest on the Series 2026 Bonds as the same may become due and
payable.
Debt Service Reserve Fund. The provisions of Section 6.6 of the Master Resolution with
respect to the Debt Service Reserve Fund are hereby recognized. The Series 2026 Bonds shall
be issued as Senior SRF Bonds, and the Issuer shall not be required to make any payments into
the Debt Service Reserve Fund under the provisions of this Resolution. The Series 2026 Bonds
shall not be secured by or payable from amounts held in the Debt Service Reserve Fund, and the
holders of the Series 2026 Bonds shall have no rights against the Debt Service Reserve Fund so
long as any Senior Bonds secured by the Debt Service Reserve Fund remain outstanding.
Section 13. Investment of Funds. Section 6.11 of the Master Resolution contains
covenants relating to the investment of funds.
All income derived from such investments shall be credited to the fund from which such
investments were made. Such investments shall at any time necessary be liquidated and the
proceeds thereof applied to the purpose for which the respective fund was created.
Section 14. Restrictions on the Incurrence of Senior Bonds. As set forth in Section 8.3
of the Master Resolution, as amended, and Section 21 of the Series 2013 Note Resolutions, as
amended, bonds (including refunding bonds which do not meet the requirements of Section 8.2
of the Master Resolution) may also be issued on a parity with the Senior Bonds pursuant to a
Series Resolution, and the bonds so issued shall constitute Senior Bonds. Any Senior Bonds
shall not be entitled to priority or preference one over the other in the application of the Net
Revenues of the System, regardless of the time or times of the issuance of such Senior Bonds, it
being the intention of the Issuer that there shall be no priority among the Senior Bonds,
regardless of the fact that they may have been actually issued and delivered at different times.
The Issuer hereby reserves the right and privilege of issuing Senior Bonds without restriction.
Section 15. Covenants Regarding __Operation of the S, sue. Section 7.2 of the Master
Resolution contains covenants relating to operation of the System.
Section 16. Events of Default; Remedies The provisions of Article 10 of the Master
Resolution, which contain covenants relating to events of default and remedies, are hereby
ratified and confirmed with respect to the Series 2026 Bonds.
Section 17. Additional Covenants, Representations and Warranties of the Issuer;
Disposition of Proceeds. The Issuer certifies and covenants that the Issuer through its officers,
will (a) make such further specific covenants, representations and assurances as may be
necessary or advisable; (b) file such forms, statements and supporting documents as may be
required and in a timely manner; and (c) if deemed necessary or advisable by its officers, employ
and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such
compliance. Any and all of the officers of the Issuer and the System are hereby authorized and
directed to take any and all actions as may be necessary to comply with the covenants herein
contained.
Page 811 of 865
Dubuque / 430411-19 / Series Res (Old Mill Phase II)
4936-9653-1061\3
Section 18. Discharge and Satisfaction of Series 2026 Bonds. The provisions of
Section 9.1 of the Master Resolution, which contains covenants relating to the discharge and
satisfaction of Bonds, are hereby ratified and confirmed with respect to the Series 2026 Bonds.
Section 19. Resolution a Contract. The provisions of this Series Resolution shall
constitute a contract among the Issuer and the owners of the Series 2026 Bonds, and after the
issuance of the Series 2026 Bonds, no change, variation or alteration of any kind in the
provisions of this Series Resolution shall be made in any manner, except as provided in Section
22 or Section 23 hereof, until such time as the Series 2026 Bonds, and interest due thereon, shall
have been satisfied and discharged as provided in this Series Resolution.
Section 20. Modification of Resolution Not Requiring the Consent of Owners of
Series 2026 Bonds. The provisions of Section 11.1 of the Master Resolution, which contains
covenants relating to amendment of the Resolution without consent of the holders of the Series
2026 Bonds, are hereby ratified and confirmed with respect to the Series 2026 Bonds.
Section 21. Modification of Series Resolution Requiring Consent of Owners of Series
2026 Bonds. The provisions of Section 11.2 of the Master Resolution, which contains covenants
relating to amendment of the Resolution with the consent of the holders of the Series 2026
Bonds, are hereby ratified and confirmed with respect to the Series 2026 Bonds.
Section 22. Tax Exemption. It is the intention of the Issuer that interest on the Series
2026 Bonds be and remain excluded from gross income for federal income tax purposes pursuant
to the appropriate provisions of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations in effect with respect thereto (all of the foregoing herein referred to as the
"Internal Revenue Code"). In furtherance thereof the Issuer covenants to comply with the
provisions of the Internal Revenue Code as they may from time to time be in effect or amended
and further covenants to comply with applicable future laws, regulations, published rulings and
court decisions as may be necessary to insure that the interest on the Series 2026 Bonds will
remain excluded from gross income for federal income tax purposes. Any and all of the officers
of the Issuer are hereby authorized and directed to take any and all actions as may be necessary
to comply with the covenants herein contained.
Section 23. Conflicting Provisions. All resolutions and orders or parts thereof in
conflict with the provisions of this resolution are, to the extent of such conflict, hereby repealed.
Section 24. Effective Date. This Series Resolution shall be in full force and effect
immediately upon its adoption and approval, as provided by law.
Page 812 of 865
Dubuque / 430411-19 / Series Res (Old Mill Phase 11)
4936-9653-1061\3
Section 25. Severability. If any section, paragraph, or provision of this Series
Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the remaining
provisions.
Adopted and approved this February 2, 2026.
ayor
Attest:
City Clerk
Dubuque / 430411-19 / Series Res (Old Mill Phase ❑)
4936-96534061\3
STATE OF IOWA
DUBUQUE COUNTY SS:
CITY OF DUBUQUE
I, the undersigned, do hereby certify that I have in my possession or have access to the
complete corporate records of the City and of its City Council and officers and that I have carefully
compared the transcript hereto attached with the aforesaid corporate records and that the transcript
hereto attached is a true, correct and complete copy of all the corporate records in relation to the
authorization and approval of a certain Agreement and the issuance of $14,643,000 Sewer Revenue
Bonds, Series 2026 of the City evidencing the City's obligation under the Agreement and that the
transcript hereto attached contains a true, correct and complete statement of all the measures
adopted and proceedings, acts and things had, done and performed up to the present time with
respect thereto.
I further certify that no appeal has been taken to the District Court from the decision of the
City Council to enter into the Agreement or to issue the Series 2026 Bonds.
WITNESS MY HAND this 3rd day of Fr-61',lco , 2026.
City Clerk
10
Dubuque / 430411-19 / Series Res (Old Mill Phase 11)
4936-9653-1061\3
STATE OF IOWA
COUNTY OF DUBUQUE SS:
CITY OF DUBUQUE
I, the undersigned, City Clerk of the City of Dubuque, Iowa, do hereby certify that the City
did heretofore establish a Municipal Sanitary Sewer System (hereinafter referred to as the
"System"), that the management and control of the System are vested in the City Council of the
City, and that no board of trustees exists which has any part of the control and management of
such System.
I further certify that there is not pending or threatened any question or litigation whatsoever
touching the establishment, improvement or operation of such System and that there are no bonds
or other obligations of any kind now outstanding which are payable from or constitute a lien upon
the revenues derived from the operation of such System, except for the City's outstanding Sewer
Revenue Capital Loan Notes, Series 2009A, dated January 14, 2009; Sewer Revenue Capital Loan
Notes, Series 2010A, dated January 13, 2010; Sewer Revenue Capital Loan Notes, Series 2010E, dated
August 18, 2010; Sewer Revenue Capital Loan Notes, Series 2013, dated April 19, 2013; Sewer
Revenue Capital Loan Notes, Series 2013B, dated May 20, 2013; Sewer Revenue Capital Loan Notes,
Series 2019, dated March 18, 2019; Sewer Revenue Capital Loan Notes, Series 2023A, dated March
3, 2023; Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024; Sewer Revenue Bond,
SRF Series 2025, dated February 7, 2025; and the Series 2026 Bonds currently being issued by the
City.
1^ I
WITNESS MY HAND this j day of F krkcw y , 2026.
A t
a,14
City Clerk
EXHIBIT A
Form of Series 2026 Bond
UNITED STATES OF AMERICA
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SEWER REVENUE BOND, SERIES 2026
No. R-1 $14,643,000
RATE MATURITY DATE BOND DATE
2.90% June 1, 2046 February 20, 2026
The City of Dubuque (the "City"), in Dubuque County, State of Iowa, for value received,
promises to pay from the source and as hereinafter provided, on the maturity date of this Bond to
IOWA FINANCE AUTHORITY
or registered assigns, the principal sum of
FOURTEEN MILLION SIX HUNDRED FORTY-THREE THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and December 1
of each year, commencing June 1, 2026, and principal shall be due and payable in installments in the
amounts shown on the Principal Payment Schedule, attached hereto as Exhibit A, on June 1, 2027,
and annually thereafter on June I in each year until the principal and interest are fully paid, except
that the final installments of the entire balance of principal and interest, if not sooner paid, shall
become due and payable on June 1, 2046. Interest shall be computed on the basis of a 360-day year
of twelve 30-day months.
The City Clerk shall act as Registrar and Paying Agent and may be hereinafter referred to as
the "Registrar" or the "Paying Agent."
Payment of the principal of and interest on this Bond and premium, if any, shall be payable at
the office of the Paying Agent to the registered owners thereof appearing on the registration books of
the City at the addresses shown on such registration books. All such payments, except full
redemption, shall be made to the registered owners appearing on the registration books at the close of
business on the fifteenth day of the month next preceding the payment date. Final payment of
principal shall only be made upon surrender of this Bond to the Paying Agent.
This Bond is one of a series of bonds (the "Bonds") issued by the City to evidence its
obligation under a certain Loan and Disbursement Agreement, dated the date hereof (the
"Agreement") entered into by the City for the purpose of providing funds to pay a portion of the cost
of planning, designing and constructing improvements and extensions (the "Project") to the
Municipal Sanitary Sewer System of the City (the "System").
A-1
4936-9653-1061\3
Page 816 of 865
The Bonds are issued pursuant to and in strict compliance with the provisions of
Sections 384.24A and 384.83 of the Code of Iowa, 2025, and all other laws amendatory thereof and
supplemental thereto, and in conformity with a certain master resolution, adopted on December 15,
2008, and a certain series resolution, adopted on February 2, 2026, authorizing and approving the
Agreement and providing for the issuance and securing the payment of the Bonds (together, the
"Resolutions"), and reference is hereby made to the Resolutions and the Agreement for a more
complete statement as to the source of payment of the Bonds and the rights of the owners of the
Bonds.
The Bonds shall be subject to optional redemption by the City at a price of par plus accrued
interest (i) on any date with the prior written consent of the Iowa Finance Authority, or (ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any optional redemption of
the Bonds by the City may be made from any funds regardless of source, in whole or from time to
time in part, in inverse order of maturity upon not less than thirty (30) days' notice of redemption by
e-mail, facsimile, certified or registered mail to the Iowa Finance Authority (or any other registered
owner of the Bonds). The Bonds are also subject to mandatory redemption as set forth in Section 5
of the Agreement.
The Bonds are not general obligations of the City but, together with the City's outstanding
Sewer Revenue Capital Loan Notes, Series 2009A, dated January 14, 2009; Sewer Revenue Capital
Loan Notes, Series 2010A, dated January 13, 2010; Sewer Revenue Capital Loan Notes, Series
2010E, dated August 18, 2010; Sewer Revenue Capital Loan Notes, Series 2013, dated April 19,
2013; Sewer Revenue Capital Loan Notes, Series 2013B, dated May 20, 2013; Sewer Revenue
Capital Loan Notes, Series 2019, dated March 18, 2019; Sewer Revenue Capital Loan Notes, Series
2023A, dated March 3, 2023; Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024;
Sewer Revenue Bond, SRF Series 2025, dated February 7, 2025; and any additional obligations as
may be hereafter issued and outstanding from time to time ranking on a parity therewith under the
conditions set forth in the Resolutions, are payable solely and only out of the future Net Revenues (as
defined in the Resolutions) of the System of the City, a sufficient portion of which has been ordered
set aside and pledged for that purpose. This Bond is not payable in any manner by taxation, and
under no circumstances shall the City be in any manner liable by reason of the failure of the said Net
Revenues to be sufficient for the payment of this Bond and the interest thereon.
This Bond is fully negotiable but shall be fully registered as to both principal and interest in
the name of the owner on the books of the City in the office of the Registrar, after which no transfer
shall be valid unless made on said books and then only upon presentation of this Bond to the
Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the
assignment form hereon completed and duly executed by the registered owner or the duly authorized
attorney for such registered owner.
The City, the Registrar and the Paying Agent may deem and treat the registered owner hereof
as the absolute owner for the purpose of receiving payment of or on account of principal hereof,
premium, if any, and interest due hereon and for all other purposes, and the City, the Registrar and
the Paying Agent shall not be affected by any notice to the contrary.
And It Is Hereby Certified, Recited and Declared that all acts, conditions and things required
to exist, happen and be performed precedent to and in the issuance of the Bonds have existed, have
happened and have been performed in due time, form and manner, as required by law, and that the
issuance of the Bonds does not exceed or violate any constitutional or statutory limitation or
provision.
4936-9653-1061\3
Page 817 of 865
IN TESTIMONY WHEREOF, the City of Dubuque, Iowa, has caused this Bond to be
executed by its Mayor and attested by its City Clerk, all as of the Bond Date.
CITY OF DUBUQUE, IOWA
By (Do Not Sign)
Mayor
Attest:
(Do Not Sign)
City Clerk
(On the back of each Bond the following certificate shall be executed with the duly
authorized signature of the City Treasurer)
STATE OF IOWA
DUBUQUE COUNTY SS: CITY TREASURER'S CERTIFICATE
CITY OF DUBUQUE
The original issuance of the Bonds, of which this Bond is a part, was duly and properly
recorded in my office as of the Bond Date.
(Do Not Sign)
City Treasurer
Em
4936-9653-1061\3
Page 818 of 865
ABBREVIATIONS
The following abbreviations, when used in this Bond, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
TEN - as joint tenants with
right of survivorship and
not as tenants in common
UTMA
(Custodian)
As Custodian for
(Minor)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
For valuable consideration, receipt of which is hereby acknowledged, the undersigned
assigns this Bond to
(Please print or type name and address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
and does hereby irrevocably appoint , Attorney, to transfer this
Bond on the books kept for registration thereof with full power of substitution.
Dated:
Signature guaranteed:
Signature(s) must be guaranteed by an eligible
guarantor institution which is a member of a
recognized signature guarantee program.
NOTICE: The signature to this Assignment
must correspond with the name of the
registered owner as it appears on this Bond in
every particular, without alteration or
enlargement or any change whatever.
4936-9653-1061\3
Page 819 of 865
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Date
Date
June 1
Amount
June I
Amount
2027
$536,000
2037
$732,000
2028
$554,000
2038
$755,000
2029
$571,000
2039
$779,000
2030
$589,000
2040
$803,000
2031
$608,000
2041
$828,000
2032
$627,000
2042
$855,000
2033
$646,000
2043
$882,000
2034
$667,000
2044
$909,000
2035
$688,000
2045
$938,000
2036
$709,000
2046
$967,000
Em
4936-9653-1061\3
Page 820 of 865
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1:
No. R-1
UNITED STATES OF AMERICA
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SEWER REVENUE BOND, SERIES 2026
RATE MATURITY DATE BOND DATE
2.90% June 1, 2046 February 20, 2026
$14,643,000
The City of Dubuque (the "City"), in Dubuque County, State of Iowa, for value received, promises to pay from the source and as hereinafter
provided, on the maturity date of this Bond to
IOWA FINANCE AUTHORITY
or registered assigns, the principal sum of
FOURTEEN MILLION SIX HUNDRED FORTY-THREE THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and December 1 of each year, commencing June 1, 2026, and
principal shall be due and payable in installments in the amounts shown on the Principal Payment Schedule, attached hereto as Exhibit A, on June 1,
2027, and annually thereafter on June 1 in each year until the principal and interest are fully paid, except that the final installments of the entire balance
of principal and interest, if not sooner paid, shall become due and payable on June 1, 2046. Interest shall be computed on the basis of a 360-day year
of twelve 30-day months.
The City Clerk shall act as Registrar and Paying Agent and may be hereinafter referred to as the "Registrar' or the "Paying Agent."
Payment of the principal of and interest on this Bond and premium, if any, shall be payable at the office of the Paying Agent to the registered
owners thereof appearing on the registration books of the City at the addresses shown on such registration books. All such payments, except full
redemption, shall be made to the registered owners appearing on the registration books at the close of business on the fifteenth day of the month next
preceding the payment date. Final payment of principal shall only be made upon surrender of this Bond to the Paying Agent.
This Bond is one of a series of bonds (the "Bonds") issued by the City to evidence its obligation under a certain Loan and Disbursement
Agreement, dated the date hereof (the "Agreement") entered into by the City for the purpose of providing funds to pay a portion of the cost of planning,
designing and constructing improvements and extensions (the "Project") to the Municipal Sanitary Sewer System of the City (the "System").
The Bonds are issued pursuant to and in strict compliance with the provisions of Sections 384.24A and 384.83 of the Code of Iowa, 2025,
and all other laws amendatory thereof and supplemental thereto, and in conformity with a certain master resolution, adopted on December 15,.2008,
and a certain series resolution, adopted on February 2, 2026, authorizing and approving the Agreement and providing for the issuance and securing the
payment of the Bonds (together, the "Resolutions"), and reference is hereby made to the Resolutions and the Agreement for a more complete statement
as to the source of payment of the Bonds and the rights of the owners of the Bonds.
The Bonds shall be subject to optional redemption by the City at a price of par plus accrued interest (i) on any date with the prior written
consent of the Iowa Finance Authority, or (ii) in the event that all or substantially all of the Project is damaged or destroyed. Any optional redemption
of the Bonds by the City may be made from any funds regardless of source, in whole or from time to time in part, in inverse order of maturity upon not
less than thirty (30) days' notice of redemption by e-mail, facsimile, certified or registered mail to the Iowa Finance Authority (or any other registered
owner of the Bonds). The Bonds are also subject to mandatory redemption as set forth in Section 5 of the Agreement.
The Bonds are not general obligations of the City but, together with the City's outstanding Sewer Revenue Capital Loan Notes, Series 2009A,
dated January 14, 2009; Sewer Revenue Capital Loan Notes, Series 2010A, dated January 13, 2010; Sewer Revenue Capital Loan Notes, Series 2010E,
dated August 18, 2010; Sewer Revenue Capital Loan Notes, Series 2013, dated April 19, 2013; Sewer Revenue Capital Loan Notes, Series 2013B,
dated May 20, 2013, Sewer Revenue Capital Loan Notes, Series 2019, dated March 18, 2019; Sewer Revenue Capital Loan Notes, Series 2023A, dated
March 3, 2023; Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024; Sewer Revenue Bond, SRF Series 2025, dated February 7, 2025;
and any additional obligations as may be hereafter issued and outstanding from time to time ranking on a parity therewith under the conditions set forth
in the Resolutions, are payable solely and only out of the future Net Revenues (as defined in the Resolutions) of the System of the City, a sufficient
portion of which has been ordered set aside and pledged for that purpose. This Bond is not payable in any manner by taxation, and under no
circumstances shall the City be in any manner liable by reason of the failure of the said Net Revenues to be sufficient for the payment of this Bond and
the interest thereon.
This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the City
in the office of the Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the
Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form hereon completed and duly executed
by the registered owner or the duly authorized attorney for such registered owner.
The City, the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of
receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the Registrar
and the Paying Agent shall not be affected by any notice to the contrary.
And It Is Hereby Certified, Recited and Declared that all acts, conditions and things required to exist, happen and be performed precedent to
and in the issuance of the Bonds have existed, have happened and have been performed in due time, form and manner, as required by law, and that the
issuance of the Bonds does not exceed or violate any constitutional or statutory limitation or provision.
IN TESTIMONY WHEREOF, the City of Dubuque, Iowa, has caused this Bond to be executed by its Mayor and attested by its City Clerk,
all as of the Bond Date.
Attest:
City Clerk
STATE OF IOWA
DUBUQUECOUNTY
CITY OF DUBUQUE
CITY OF DUBUQ.VE, IOWA
B
ayor
SS: CITY TREASURER'S CERTIFICATE
The original issuance of the Bonds, of which this Bond is a part, was duly and properly recorded in r ffice as of the Bond Date.
City easurer
ABBREVIATIONS
The following abbreviations, when used in this Bond, shall be construed as though they were written out in full according to applicable laws
or regulations:
TEN COM - as tenants in common UTMA
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in
common
(Custodian)
As Custodian for
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
(Minor)
For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this Bond to
(Please print or type name and address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
and does hereby irrevocably appoint
with full power of substitution.
Dated
Signature guaranteed:
Attorney, to transfer this Bond on the books kept for registration thereof
NOTICE: The signature to this Assignment must correspond with the name of
the registered owner as it appears on this Bond in every particular, without
alteration or enlargement or any change whatever.
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Date
Date
June 1
Amount
June I
Amount
2027
$536,000
2037
$732,000
2028
$554,000
2038
$755,000
2029
$571,000
2039
$779,000
2030
$589,000
2040
$803,000
2031
$608,000
2041
$828,000
2032
$627,000
2042
$855,000
2033
$646,000
2043
$882,000
2034
$667,000
2044
$909,000
2035
$688,000
2045
$938,000
2036
$709,000
2046
$967,000
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CLOSING CERTIFICATE
We, the undersigned, Mayor and City Clerk of the City of Dubuque, Iowa (the "City"), do
hereby certify as of February 20, 2026 (the "Dated Date"), that we are now and were at the time
of the execution of the City's $14,643,000 Sewer Revenue Bonds, Series 2026 (the "Series 2026
Bond"), the officers respectively above indicated of the City; that in pursuance of Chapter 384 of
the Code of Iowa, a certain master resolution (the "Master Resolution") adopted by the City
Council on December 15, 2008, and a certain series resolution (the "Series Resolution" and,
together with the Master Resolution, the "Resolutions") adopted by the City Council on February
2, 2026, and a certain Loan and Disbursement Agreement (the "Agreement"), by and between the
City and the Iowa Finance Authority, Des Moines, Iowa, as lender (the "Lender"), the Series 2026
Bond has been heretofore lawfully authorized and this day by us lawfully issued and delivered to
the Lender and pursuant to the Agreement, the Lender shall loan to the City the maximum sum of
$14,643,000. Terms not otherwise defined herein shall have the meaning given such terms in the
Resolutions and the Agreement.
The Series 2026 Bond has been executed by the aforesaid officers; the certificate on the
back of the Series 2026 Bond has been executed by the City Treasurer; and the Series 2026 Bond
has been fully registered as to principal and interest in the name of the Lender on the registration
books of the City.
We further certify that the Series 2026 Bond is being issued to evidence the City's
obligation under the Agreement entered into by the City for the purpose of providing funds to pay
a portion of the cost of planning, designing and constructing improvements and extensions (the
"Project") to the Municipal Sanitary Sewer System of the City (the "System").
We further certify that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City or the titles of the
aforesaid officers to their respective positions or the proceedings incident to the authorization of
the Series 2026 Bond or in any way concerning the validity of the Series 2026 Bond or the power
and duty of the City to appropriate and apply the Net Revenues from the operation of the System
to the full and prompt payment of the principal of and interest on the Series 2026 Bond, and that
none of the proceedings incident to the authorization and issuance of the Series 2026 Bond has
been repealed or rescinded.
We further certify that the City has no other bonds or obligations of any kind now
outstanding secured by or payable from the revenues to be derived from the operation of the
System, except for the City's outstanding Sewer Revenue Capital Loan Notes, Series 2009A, dated
January 14, 2009; Sewer Revenue Capital Loan Notes, Series 2010A, dated January 13, 2010;
Sewer Revenue Capital Loan Notes, Series 2010E, dated August 18, 2010; Sewer Revenue Capital
Loan Notes, Series 2013, dated April 19, 2013; Sewer Revenue Capital Loan Notes, Series 2013B,
dated May 20, 2013; Sewer Revenue Capital Loan Notes, Series 2019, dated March 18, 2019;
Sewer Revenue Capital Loan Notes, Series 2023A, dated March 3, 2023; Sewer Revenue Bond,
SRF Series 2024, dated September 20, 2024; and Sewer Revenue Bonds, SRF Series 2025, dated
February 7, 2025.
Page 824 of 865
We further certify that no board of trustees has been created for the management and
control of the System and such management and control are vested in the Council of the City.
We further certify that no appeal of the decision of the City Council to enter into the
Agreement and to issue the Series 2026 Bond has been taken to the district court.
We further certify that all meetings held in connection with the Series 2026 Bond were
open to the public at a place reasonably accessible to the public and that notice was given at least
24 hours prior to the commencement of all meetings by advising the news media who requested
notice of the time, date, place and the tentative agenda and by posting such notice and agenda at
the City Hall or principal office of the City on a bulletin board or other prominent place which is
easily accessible to the public and is the place designated for the purpose of posting notices of
meetings.
We further certify as follows:
1. The total costs of the Project (the "Total Project Costs"), including engineering
fees, are currently estimated to be at least $14,643,000.
2. The net sales proceeds of the Series 2026 Bond are $14,643,000 (the "Net Sales
Proceeds"), the same being the Issue Price thereof.
3. The Net Sales Proceeds, including investment earnings thereon, will be invested by
the City without restriction as to yield for a period not to exceed three years from the date hereof
(the "Three Year Temporary Period"), the following three tests being reasonably expected to be
satisfied by the City:
a. Time Test: The City has entered into or, within six months of the date
hereof, will enter into binding contracts for the Project with third parties (e.g. engineers or
contractors);
(i) which are not subject to contingencies directly or indirectly within
the City's control;
(ii) which provide for the payment by the City to such third parties of
an amount equal to at least 5% of the Net Sales Proceeds;
b. Expenditure Test: At least 85% of Net Sales Proceeds will be applied to the
payment of Total Project Costs within the Three -Year Temporary Period; and
C. Due Diligence Test: Acquisition and construction of the Project to
completion and application of the Net Sales Proceeds to the payment of Total Project Costs
will proceed with due diligence.
6. It is anticipated that the Net Sales Proceeds will be used to finance the costs of the
Project and pay costs of issuance. The estimated completion date of the Project is February 7,
2028.
2
Page 825 of 865
7. The Series 2026 Bond is payable from Net Revenues of the System which will be
collected in a Sinking Fund and applied to the payment of interest on the Series 2026 Bond on
each June 1 and December 1 and principal of the Series 2026 Bond on each June I (the 12-month
period ending on each June I being herein referred to as a "Bond Year"); the Sinking Fund is used
primarily to achieve a proper matching of revenues with principal and interest payments within
each Bond Year; the Sinking Fund will be depleted at least once each Bond Year except for a
reasonable carryover amount not to exceed the greater of (i) the earnings on the fund for the
immediately preceding Bond Year; or (ii) 1/12 of the principal and interest payments on the Series
2026 Bond for the immediately preceding Bond Year; amounts on deposit in the Sinking Fund
will be invested by the City without restriction as to yield for a period of 13 months after their date
of deposit.
8. The City Council adopted a resolution on June 2, 2025, declaring its official intent
to acquire and construct the Project and finance the same with bonds or other obligations (the
"Intent Resolution").
The City certifies that none of the costs of the Project to be paid for from the Net Sales
Proceeds are for expenditures made more than 60 days prior to the date of adoption of the Intent
Resolution, except for (i) costs of issuance of the Series 2026 Bond; (ii) costs aggregating an
amount not in excess of the lesser of $100,000 or 5% of the Net Sales Proceeds; (iii) costs for
preliminary expenditures (including architectural, engineering, surveying, soil testing, and similar
costs incurred prior to commencement of acquisition or construction of the Project, other than land
acquisition, site preparation and similar costs) not in excess of 20% of the Net Sales Proceeds of
the Series 2026 Bond; the City will allocate Net Sales Proceeds to reimbursement of such
expenditures no later than 3 years after the later of (i) the date any such expenditure was originally
paid or (ii) the date the Project is placed in service (or abandoned); and such allocations will be
made by the City in writing.
The City will seek reimbursement of prior expenditures already paid by the City from the
proceeds of the Series 2026 Bond in the amount of $ , as set forth in Exhibit A, such
amounts having been expended to pay the costs of the Project, and use such amounts to reimburse
the City for those expenditures.
9. Not more than 50% of the Net Sales Proceeds will be invested in nonpurpose
investments (as defined in Section 148(f)(6)(A) of the Internal Revenue Code of 1986, as amended
(the "Code")) having a substantially guaranteed yield for four years or more (e.g., a four-year
guaranteed investment contract or a Treasury Obligation that does not mature for four years).
10. The proceeds of the Series 2026 Bond will be advanced by the Lender from time to
time to pay or reimburse the City for costs of the Project. Accordingly, the City does not expect
to invest the proceeds of the Series 2026 Bond prior to payment or reimbursement of the costs of
the Project, and therefore no arbitrage earnings are expected to be realized.
If the City does invest the proceeds of the Series 2026 Bond prior to the payment or
reimbursement of the costs of the Project, the City covenants and agrees to invest the proceeds of
the Series 2026 Bond in investments purchased at fair market value in a manner that satisfies the
safe harbors provided by the Internal Revenue Service, Iowa law governing investments by the
Page 826 of 865
City and the City's investment policy. Additionally, if the City does not spend the Series 2026
Bond proceeds in accordance with the time periods set forth in the next paragraph (or another
applicable rebate exception), rebate payments to the United States regarding investment proceeds
may be required to be made by the City.
The City expects to spend the Net Sales Proceeds (along with any investment earnings on
such proceeds) by January 1, 2027. Accordingly, the City reasonably expects that the Net Sales
Proceeds will be fully spent for costs of the Project within the time periods set forth in the 18-
Month Exception described below:
18-Month Exception: The 18-Month Exception set forth in Section 1.148-7(d) of the
United States Treasury Regulations (the "Regulations") applies to the Net Sales Proceeds.
Accordingly, if all Net Sales Proceeds of the Series 2026 Bond are expended at least as quickly as
15% within 6 months from the date of issuance of the Series 2026 Bond, 60% within 12 months
and 100% within 18 months, then rebate will be required only with respect to a reasonably required
reserve or replacement fund, if any. If the City exercises due diligence to complete the Project and
an amount not exceeding the lesser of 3% of the Net Sales Proceeds of the Series 2026 Bond
allocated to the Project or $250,000 remains unspent as of the end of the eighteenth month, the
City will be treated as satisfying the final expenditure requirement. In addition, a reasonable
retainage of up to 5% of the Net Sales Proceeds as of the end of the 18-month period may be
allocated to expenditures within 30 months of the Dated Date.
We certify that the City will comply with the investment requirements of Section 148 of
the Code and the Regulations relating thereto with respect to the proceeds of the Series 2026 Bond,
including the requirement to invest the proceeds of the Series 2026 Bond (and the investment
earnings thereon) at fair market value, and, if appropriate, to comply with the bidding requirements
for investment contracts. The City acknowledges that if it fails to spend the proceeds of the Series
2026 Bond (along with the investment earnings thereon) within the time periods set forth in the
18-Month Exception (or another applicable rebate exception), the City may have a rebate liability
to the United States pursuant to Section 148 of the Code. The City shall consult with the
appropriate auditors or rebate specialists with regard to determination of rebate liability.
11. The City shall make a final allocation of the proceeds of the Series 2026 Bond to
capital expenditures not later than 18 months after the in-service date of the Project and in any
event not later than five years and 60 days after the issuance of the Series 2026 Bond or not later
than 60 days after retirement of the Series 2026 Bond.
12. The weighted average maturity of the Series 2026 Bond does not exceed the
reasonably expected economic life of the Project.
13. The City intends that it will be the owner of the Project and agrees that it will not
use, or suffer or permit to be used by any natural person, firm, joint venture, association,
partnership, business trust, corporation, public body, agency or political subdivision thereof or any
other similar entity ("Person") by lease or other use agreement, the Project by any Person who is
not a "governmental person" as defined in Section 1.141-1 of the Regulations ("governmental
person" does not include the federal government), or if such Person is a not a "governmental
person" such use meets the requirements set out in Section 1.141-3 of the Regulations, Internal
El
Page 827 of 865
Revenue Service Revenue Procedure 17-13, as amended, and Internal Revenue Service Revenue
Procedure 2001-39 (or any applicable successor procedures, rulings or regulations) or is allowable
private activity pursuant to Section 1.141 of the Regulations and Section 141 of the Code (or any
applicable successor procedures, rulings or regulations). The City agrees that it will not allow any
other user to use or occupy the Project for any purposes which would cause interest on the Series
2026 Bond to be includable in gross income under Section 103 of the Code.
14. There are no other governmental obligations of the City: (i) sold at substantially the
same time as the Series 2026 Bond, (ii) sold pursuant to the same plan of financing with the Series
2026 Bond, and (iii) reasonably expected to be paid from substantially the same source of funds
as will be used to pay the Series 2026 Bond.
15. The City has not received notice that its certifications may not be relied upon with
respect to its own issues, nor has it been advised that the Commissioner of Internal Revenue is
contemplating listing the City as a governmental unit whose certifications may not be relied upon
with respect to its issues of governmental obligations. The City will maintain detailed records of
the expenditure of the proceeds of the Series 2026 Bond and comply with its Post Issuance
Compliance Policy.
16. The City covenants and agrees to take such action to make, or cause to be made, all
calculations, transfers and payments that may be necessary to comply with the rebate requirements
contained in Section 148(f) of the Code with respect to the Series 2026 Bond, including any rebate
payments. The City agrees to consult with the appropriate auditors or rebate specialists with regard
to arbitrage and rebate issues and compliance, including but not limited to determination of rebate
liability.
17. On the basis of the foregoing, it is not expected that the Net Sales Proceeds will be
used in a manner that would cause the Series 2026 Bond to be an "arbitrage bond" under
Section 148 of the Code and the regulations prescribed under that section. The City has not been
notified of any listing or proposed listing of it by the Internal Revenue Service as a bond issuer
whose arbitrage certifications may not be relied upon.
18. This certification is made in compliance with the Code and the Regulations and is
delivered as part of the transcript of proceedings and accompanying certificates with respect to the
Series 2026 Bond.
19. To our best knowledge and belief, there are no facts, estimates or circumstances
which would materially change the foregoing conclusions.
Wi
Page 828 of 865
IN WITNESS WHEREOF, we have hereunto affixed our hands as of the Dated Date.
CITY OF DUBUQUE, IOWA
�j
yor
Attest:
aAI�2�Le- &-"
City Clerk
[Signature Page to Closing Certificate (Series 2026 Bond)]
430411 \00019\4904-5126-9770\ 1
EXHIBIT A
EXPENDITURES REIMBURSED
Page 830 of 865
LOAN AND DISBURSEMENT AGREEMENT
$14,643,000 SEWER REVENUE BONDS
This Loan and Disbursement Agreement (the "Agreement") is made and entered into as
of February 20, 2026, by and between the City of Dubuque, Iowa (the "Participant") and the
Iowa Finance Authority, an agency and public instrumentality of the State of Iowa (the "Issuer").
WHEREAS, the Issuer, in cooperation with the Iowa Department of Natural Resources
(the "Department"), is authorized to undertake the creation, administration and financing of the
Iowa Water Pollution Control Works Financing Program (the "Program") established in the
Code of Iowa, Sections 16.131 through 16.135 and Sections 455B.291 through 455B.299,
including, among other things, the making of loans to Iowa municipalities for purposes of the
Program; and
WHEREAS, the Participant desires to participate in the Program as a means of financing
all or part of the construction of certain wastewater treatment facilities serving the Participant
and its residents; and
WHEREAS, to assist in financing the Project (defined herein), the Issuer desires to make
a loan to the Participant in the amount set forth in Section 2 hereof;
NOW, THEREFORE, the parties agree as follows:
Section 1. Definitions. In addition to other definitions set forth herein, the following
terms as used in this Agreement shall, unless the context clearly requires otherwise, have the
following meanings:
(a) "Bonds" shall mean any State Revolving Fund Revenue Bonds that were
or in the future are issued by the Issuer for the purpose of providing moneys to finance
the Loan to the Participant.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
all lawfully promulgated regulations thereunder.
(c) "Project" shall mean the particular construction activities approved by the
Department and being undertaken by the Participant with respect to its Wastewater
Treatment System, as described in the Resolution.
(d) "Regulations" shall mean the administrative rules of the Department
relating to the Program, set forth in Title 567, Chapter 90 of the Iowa Administrative
Code, and the administrative rules of the Issuer relating to the Program set forth in Title
265, Chapter 26 of the Iowa Administrative Code.
1
Page 831 of 865
(e) "Resolution" shall mean the resolution of the City Council of the
Participant providing for the authorization and issuance of the Revenue Bond, attached
hereto as Exhibit B, adopted on February 2, 2026, approving and authorizing the
execution of this Agreement and the issuance of the Revenue Bond (as defined herein).
(f) "Wastewater Treatment System" shall mean the wastewater treatment
system of the Participant, all facilities being used in conjunction therewith and all
appurtenances and extensions thereto, including but not limited to the wastewater
treatment system project which the Participant is financing under this Agreement.
Section 2. Loan; Purchase of Revenue Bond. The Issuer agrees to purchase a duly
authorized and issued sewer revenue bond or capital loan note of the Participant (the "Revenue
Bond") in order to make a loan to the Participant, and will disburse proceeds as set forth herein.
The Participant agrees to borrow and accept from the Issuer, a loan in the principal amount of
$14,643,000 (the "Loan").
The Participant shall use the proceeds of the Loan strictly (a) to finance a portion of the
costs of construction of the Project and (b), where applicable, to reimburse the Participant for a
portion of the costs of the Project, which portion was paid or incurred in anticipation of
reimbursement through the Program and which is eligible for such reimbursement under and
pursuant to the Regulations and the Code.
Section 3. Disbursements. Proceeds of the Loan shall be made available to the
Participant in the form of one or more periodic disbursements as provided in this Section. The
Issuer thereafter shall make disbursements of a portion of the Loan for payment of costs of the
Project upon receipt of the following:
(a) a completed payment request on a form acceptable to and available from
the Issuer;
(b) current construction payment estimates;
(c) engineering service statements;
(d) purchase orders or invoices for items not included within other contracts;
and
(e) evidence that the costs for which the disbursement is requested have been
incurred.
Solely with respect to the request for the final disbursement of proceeds of the Loan, the
Participant shall submit to the Issuer (via the Department), in addition to items (a) through (e)
above, a certification of completion and acceptance of the Project by the Participant or evidence
of an acceptable settlement if the Project is subject to a dispute between the Participant and any
contractor.
2
Page 832 of 865
Disbursements shall be made in a timely fashion following the receipt of the information
as set forth above. Unless otherwise agreed to in writing by the Issuer, funds shall be payable to
the Participant via automated clearinghouse system transfer to the account specified by the
Participant.
Section 4. Completion of Project. The Participant covenants and agrees (i) to
exercise its best efforts in accordance with prudent wastewater treatment utility practices to
complete the Project; and (ii) to provide from its own fiscal resources all monies, in excess of the
total amount of Loan proceeds it receives under the Agreement, required to complete the Project.
Section 5. Repayment of Loan; Issuance of Revenue Bonds. The Participant's
obligation to repay the Loan and interest thereon shall be evidenced by the Revenue Bond in the
principal amount of the Loan, complying in all material respects with the Regulations and being
in substantially the form set forth in the Resolution, which Resolution is attached hereto as
Exhibit B. The Revenue Bond shall be delivered to the Issuer as the original purchaser and
registered holder thereof at the closing of the Loan. The Revenue Bond shall be accompanied by
a legal opinion of bond counsel, in form satisfactory to the Issuer, to evidence the legality,
security position and tax-exempt status of interest on the Revenue Bond. The parties agree that a
payment of principal of or interest on the Revenue Bond shall be deemed to be a payment of the
same on the Loan and a payment of principal of or interest on the Loan shall be deemed to be a
payment of the same on the Revenue Bond. Unless otherwise agreed to in writing by the Issuer,
all payments of principal and interest due under the Loan shall be made via automated
clearinghouse transfer, from an account specified by the Participant.
The Revenue Bond shall be dated the date of delivery to the Issuer, with interest and the
Servicing Fee (together, the "Interest Rate" as set forth in Section 6 hereof) payable
semiannually on June 1 and December 1 of each year (unless the resolution authorizing a
previous series of outstanding bonds on a parity with the Revenue Bond requires interest to be
paid on other interest payment dates, in which case such other dates shall apply) from the date of
each disbursement of a part of the Loan from the Issuer to the Participant (which are initially
expected to be on approximately the dates set forth on Exhibit A attached hereto and
incorporated herein). The first repayment of principal of the Loan shall be due and payable not
later than one year after substantial completion of the Project and payments of principal, interest
and the Servicing Fee shall continue thereafter until the Loan is paid in full. Following the final
disbursement of Loan proceeds to the Participant, Exhibit A shall be adjusted by the Issuer, with
the approval of the Participant, based upon actual disbursements to the Participant under the
Agreement. Such revised Exhibit A thereafter shall be deemed to be incorporated herein by
reference and made a part hereof and shall supersede and replace that initially attached hereto
and to the Revenue Bond.
The Revenue Bond shall be subject to optional redemption by the Participant at a price of
par plus accrued interest (i) on any date upon receipt of written consent by the Issuer, or (ii) in
the event that all or substantially all of the Project is damaged or destroyed. Any such optional
redemption of the Revenue Bond by the Participant may be made from any funds regardless of
source, in whole or from time to time in part, upon not less than thirty (30) days' notice of
K
Page 833 of 865
redemption by e-mail, facsimile, certified or registered mail to the Issuer (or any other registered
owner of the Revenue Bond). The Revenue Bond is also subject to mandatory redemption in the
event the costs of the Project are less than initially projected, in which case the amount of the
Loan shall be reduced to an amount equal to the actual Project costs disbursed. The Participant
and the Issuer agree that following such adjustment, the principal amount due under the Revenue
Bond shall be automatically reduced to equal the principal amount of the adjusted Loan.
The Revenue Bond and the interest thereon and any additional obligations as may be
hereafter issued and outstanding from time to time under the conditions set forth in the
Resolution shall be payable solely and only from the Net Revenues (as defined in the Resolution)
of the Wastewater Treatment System of the Participant, a sufficient portion of which has been
and shall be ordered set aside and pledged for such purpose under the provisions of the
Resolution. Neither this Agreement nor the Revenue Bond is a general obligation of the
Participant, and under no circumstance shall the Participant be in any manner liable by reason of
the failure of the aforesaid Net Revenues to be sufficient to pay the Revenue Bond and the
interest thereon or to otherwise discharge the Participant's obligation hereunder.
Section 6. Interest Rate, Initiation Fee and Servicing Fees. (a) The Participant agrees
to pay to the Issuer, as additional consideration for the Loan, a loan initiation fee (the "Initiation
Fee") equal to one-half of one percent (0.50%) of the amount of the Loan (but not to exceed
$100,000.00) ($72,850), which shall be due and payable on the date of this Agreement. Unless
the Issuer shall be otherwise notified by the Participant that the Participant intends to pay such
Initiation Fee from other funds, and has received such other funds from the Participant on the
date hereof, the Issuer shall be authorized to deduct the full amount of the Initiation Fee from the
proceeds of the Loan being made hereunder, and such deduction by the Issuer shall be deemed to
be an expenditure by the Participant of the Loan proceeds.
(b) The Participant agrees to pay a Loan servicing fee (the "Servicing Fee") to the Issuer
in an amount equal to 0.25% per annum of the principal amount of the Loan outstanding. The
Servicing Fee shall be paid as described in Section 5 and Section 6(c) hereof.
(c) The Loan shall bear interest at 2.90% per annum (the "Rate"). As described in
Section 5, payments hereunder shall be calculated based on the Rate plus the Servicing Fee (such
3.15%, the "Interest Rate").
Section 7. Compliance with Applicable Laws, Performance Under Loan Agreement;
Rates. The Participant covenants and agrees (i) to comply with all applicable State of Iowa and
federal laws, rules and regulations (including but not limited to the Regulations), judicial
decisions, and executive orders in the performance of the Agreement and in the financing,
construction, operation, maintenance and use of the Project and the Wastewater Treatment
System; (ii) to maintain its Wastewater Treatment System in good repair, working order and
operating condition; (iii) to cooperate with the Issuer in the observance and performance of their
respective duties, covenants, obligations and agreements under the Agreement; (iv) to comply
with all terms and conditions of the Resolution; and (v) to establish, levy and collect rents, rates
and other charges for the products and services provided by its Wastewater Treatment System,
0
Page 834 of 865
which rents, rates and other charges shall be at least sufficient (A) to meet the operation and
maintenance expenses of such Wastewater Treatment System, (B) to produce and maintain Net
Revenues at a level not less than 110% of the amount of principal and interest on the Revenue
Bond and any other obligations secured by a pledge of the Net Revenues falling due in the same
year, (C) to comply with all covenants pertaining thereto contained in, and all other provisions
of, any bond resolution, trust indenture or other security agreement, if any, relating to any bonds
or other evidences of indebtedness issued or to be issued by the Participant, (D) to pay the debt
service requirements on any bonds, notes or other evidences of indebtedness, whether now
outstanding or incurred in the future, secured by such revenues or other receipts and issued to
finance improvements to the Wastewater Treatment System and to make any other payments
required by the laws of the State of Iowa, (E) to generate funds sufficient to fulfill the terms of
all other contracts and agreements made by the Participant, including, without limitation, the
Agreement and the Revenue Bond and (F) to pay all other amounts payable from or constituting
a lien or charge on the operating revenues of its Wastewater Treatment System.
Section 8. Exclusion of Interest from Gross Income. Unless otherwise agreed to by
the Issuer in writing, the Participant covenants and agrees as follows:
(a) The Participant shall not take any action or omit to take any action which
would result in a loss of the exclusion of the interest on the Bonds from gross income for
federal income taxation as that status is governed by Section 103(a) of the Code.
(b) The Participant shall not take any action or omit to take any action, which
action or omission would cause its Revenue Bond or the Bonds (assuming solely for this
purpose that the proceeds of the Bonds loaned to the Participant represent all of the
proceeds of the Bonds) to be "private activity bonds" within the meaning of Section
141(a) of the Code. Accordingly, unless the Participant receives the prior written
approval of the Issuer, the Participant shall not (A) permit any of the proceeds of the
Bonds loaned to the Participant or the Project financed with such proceeds to be used,
either directly or indirectly, in any manner that would constitute "private business use"
within the meaning of Section 141(b)(6) of the Code, taking into account for this purpose
all such use by persons other than governmental units on an aggregate basis, (B) use,
either directly or indirectly, any of the proceeds of the Bonds loaned to the Participant to
make or finance loans to persons other than governmental units (as such term is used in
Section 141(c) of the Code) or (C) use, either directly or indirectly, any of the proceeds of
the Bonds loaned to the Participant to acquire any "non -governmental output property"
within the meaning of Section 141(d)(2) of the Code.
(c) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds (or amounts replaced with such proceeds) or any other funds or
take any action or omit to take any action, which use or action or omission would
(assuming solely for this purpose that the proceeds of the Bonds loaned to the Participant
represent all of the proceeds of the Bonds) cause the Bonds to be "arbitrage bonds"
within the meaning of Section 148(a) of the Code.
E
Page 835 of 865
(d) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to pay the principal of or interest on any issue of State or local
governmental obligations ("refinancing of indebtedness") unless the Participant shall
establish to the satisfaction of the Issuer that such refinancing of indebtedness will not
adversely affect the exclusion from gross income of interest on the Bonds for federal
income tax purposes and the Participant delivers an opinion to such effect of bond
counsel acceptable to the Issuer.
(e) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to reimburse the Participant for any portion of the cost of the
Project unless such cost was paid or incurred by the Participant in anticipation of
reimbursement from the proceeds of the Bonds or other State or local governmental
borrowing in accordance with the Code, published rulings of the Internal Revenue
Service and the Regulations.
(f) The Participant shall not use the proceeds of the Bonds (assuming solely
for this purpose that the proceeds of the Bonds loaned to the Participant represent all of
the proceeds of the Bonds) in any manner which would cause the Bonds to be "federally
guaranteed" within the meaning of Section 149(b) of the Code or "hedge bonds" within
the meaning of Section 149(g) of the Code.
(g) The Participant shall comply with all provisions of the Code relating to the
rebate of any profits from arbitrage attributable to the Participant, and shall indemnify
and hold the Issuer harmless therefrom.
Section 9. Insurance; Audits; Disposal of Property. The Participant covenants and
agrees (a) to maintain insurance on, or to self -insure, the insurable portions of the Wastewater
Treatment System of a kind and in an amount which normally would be carried by private
companies engaged in a similar type of business, (b) to keep proper books and accounts adapted
to the Wastewater Treatment System, showing the complete and correct entry of all transactions
relating thereto, and to cause said books and accounts to be audited or examined by an
independent auditor or the State Auditor (i) at such times and for such periods as may be
required by the federal Single Audit Act of 1984, OMB Circular A-133 or State law, and (ii) at
such other times and for such other periods as may be requested at any time and from time to
time by the Issuer (which requests may require an audit to be performed for a period that would
not otherwise be required to be audited under State law), and (c) unless the Participant has
received a waiver and consent from the Issuer, it shall not sell, lease or in any manner dispose of
the Wastewater Treatment System, or any capital part thereof, including any and all extensions
and additions which may be made thereto, until the Revenue Bond shall have been paid in full or
otherwise discharged as provided in the Resolution; provided, however, that the Participant may
dispose of any property which in the judgment of its governing body is no longer useful or
profitable to use in connection with the operation of the Wastewater Treatment System or
essential to the continued operation thereof.
n
Page 836 of 865
Section 10. Maintenance of Documents; Access. The Participant agrees to maintain
its project accounts in accordance with generally accepted accounting principles ("GAAP") as
issued by the Governmental Accounting Standards Board, including GAAP requirements
relating to the reporting of infrastructure assets.
The Participant agrees to permit the Issuer or its duly authorized representative access to
all files and documents relating to the Project for purposes of conducting audits and reviews in
accordance with any of the Regulations.
Section 11. Continuing Disclosure. As a means of enabling the Issuer to comply with
the "continuing disclosure" requirements set forth in Rule 15c2-12 (the "Rule") of the Securities
and Exchange Commission, the Participant agrees, during the term of the Loan, but only upon
written notification from the Issuer to the Participant that this Section 11 applies to such
Participant for a particular fiscal year, to provide the Issuer with (i) the comprehensive audit
report of the Participant, prepared and certified by an independent auditor or the State Auditor, or
unaudited financial information if the audit is not available, not later than 180 days after the end
of each fiscal year for which this section applies and (ii) such other information and operating
data as the Issuer may reasonably request from time to time with respect to the Wastewater
Treatment System, the Project or the Participant.
The Participant hereby consents to the inclusion of all or any portion of the foregoing
information and materials in a public filing made by the Issuer under the Rule. The Participant
agrees to indemnify and hold harmless the Issuer, and its officers, directors, employees and
agents from and against any and all claims, damages, losses, liabilities, reasonable costs and
expenses whatsoever (including attorney fees) which such indemnified parry may incur by
reason of or in connection with the disclosure of information permitted under this Section;
provided that no such indemnification shall be required for any claims, damages, losses,
liabilities, costs or expenses to the extent, but only to the extent, caused by the willful
misconduct or gross negligence of the Issuer in the disclosure of such information.
Section 12. Events of Default. If any one or more of the following events occur, it is
hereby defined as and declared to constitute an "Event of Default" under this Agreement:
(a) Failure by the Participant to pay, or cause to be paid, any Loan repayment
(including the Servicing Fee) required to be paid under this Agreement when due, which
failure shall continue for a period of fifteen (15) days.
(b) Failure by the Participant to make, or cause to be made, any required
payments of principal, redemption premium, if any, and interest on any bonds, notes or
other obligations of the Participant (other than the Loan and the Revenue Bond), the
payment of which are secured by operating revenues of the Wastewater Treatment
System.
(c) Failure by the Participant to observe and perform any duty, covenant,
obligation or agreement on its part to be observed or performed under the Agreement or
7
Page 837 of 865
the Resolution, other than the obligation to make Loan repayments, which failure shall
continue for a period of thirty (30) days after written notice, specifying such failure and
requesting that it be remedied, is given to the Participant by the Issuer, unless the Issuer
shall agree in writing to an extension of such time prior to its expiration or the failure
stated in such notice is correctable but cannot be corrected in the applicable period, in
which case the Issuer may not unreasonably withhold its consent to an extension of such
time up to one hundred twenty (120) days from the delivery of the written notice referred
to above if corrective action is commenced by the Participant within the applicable period
and diligently pursued until the Event of Default is corrected.
Section 13. Remedies on Default. Whenever an Event of Default shall have occurred
and be continuing, the Issuer shall have the right to take any action authorized under the
Regulations, the Revenue Bond or this Agreement and to take whatever other action at law or
equity may appear necessary or desirable to collect the amounts then due and thereafter to
become due under the Agreement or to enforce the performance and observance of any duty,
covenant, obligation or agreement of the Participant under the Agreement or the Resolution.
Section 14. Amendments. This Agreement may not be amended, supplemented or
modified except by a writing executed by all of the parties hereto.
Section 15. Termination. The Participant understands and agrees that the Loan may
be terminated at the option of the Issuer if construction of the Project has not commenced within
one year of the date of execution of this Agreement, all as set forth in the Regulations.
Section 16. Rule of Construction. This Agreement is executed pursuant to the
provisions of Section 384.24A of the Code of Iowa and shall be read and construed as
conforming to all provisions and requirements of that statute.
In the event of any inconsistency or conflict between the terms and conditions of the
Revenue Bond and this Agreement or the Regulations, the parties acknowledge and agree that
the terms of this Agreement or the Regulations, as the case may be, shall take precedence over
any such terms of the Revenue Bond and shall be controlling, and that the payment of principal
and interest on the Loan shall at all times conform to the schedule set forth on Exhibit A, as
adjusted, and the Regulations.
Section 17. Federal Requirements. The Participant agrees to comply with all
applicable federal requirements including, but not limited to, Davis -Bacon wage requirements
and the requirements relating to the use of American iron and steel products.
Section 18. Application of Uniform Electronic Transactions Act.
The Issuer and the Participant agree this Agreement and all documents related thereto
and referenced herein may be entered into and provided for pursuant to and in accordance with
Chapter 554D of the Code of Iowa.
Page 838 of 865
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
Attest:
npi"'�"
City Clerk
CITY OF DUBUQUE, IOWA
By:
ayor
[Participant Signature Page to LDA]
IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first
above written.
IOWA FINANCE AUTHORITY
By:
Its:
[IFA Signature Page to LDA]
Page 840 of 865
EXHIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
Page 841 of 865
EXHIBIT B
AUTHORIZATION/ISSUANCE RESOLUTION OF PARTICIPANT
Page 842 of 865
Estimated Amortization Schedule
City of Dubuque
Sewer Revenue Bond
CS1921034 (2)
Loan summary Estimated Draw Schedule
Loan Closing Date
Final Disbursement Date
Final Maturity Date
Loan Period in Years
Total Loaned Amount
0.5% Initiation Fee
Net Proceeds to Borrower
Annual Interest Rate
Total Interest
Servicing Fee Rate
Total Servicing Fees
Total Loan Costs
Feb 20, 2026
Jan 1, 2027
Jun 1, 2046
20
$
14,643,000.00
72,850.00
$
14,570,150.00
2.90%
$
4,829,200.63
0.25%
$
416,310.40
$
5,318,361.03
Initiation Fee -
Feb 20, 2026
P & D Payoff -
Feb 20, 2026
Estimated Draw # 1-
Feb 20, 2026
Estimated Draw #2-
Mar 27, 2026
Estimated Draw #3-
May 1, 2026
Estimated Draw #4-
Jun 5, 2026
Estimated Draw #5-
Jul 10, 2026
Estimated Draw #6-
Aug 14, 2026
Estimated Draw #7-
Sep 18, 2026
Estimated Draw #8-
Oct 23, 2026
Estimated Draw #9-
Nov 27, 2026
Estimated Draw # 10-
Jan 1, 2027
Total Loaned Amount
72,850.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
14,643,000.00
S",RF
STATE
DEVOLVING FUND
Payment
Beginning
Servicing
Total Loan
Total Annual Debt
Ending
Date
Balance Principal
Interest
Fee
Payment
Service
Balance
Jun 1, 2026
2,986,880.00 0.00
19,958.87
1,720.59
21,679.46
21,679.46
2,986,880.00
Dec 1, 2026
11,728,970.00
130,750.90
11,271.63
142,022.53
11,728,970.00
Jun 1, 2027
14,643,000.00 536,000.00
209,271.86
18,040.68
763,312.54
905,335.07
14,107,000.00
Dec 1, 2027
Jun 1, 2028
Dec 1, 2028
Jun 1, 2029
14,107,000.00
14,107,000.00
13,553,000.00
13,553,000.00
554,000.00
571,000.00
204,551.50
204,551.50
196,518.50
196,518.50
17,633.75
17,633.75
16,941.25
16,941.25
222,185.25
776,185.25
213,459.75
784,459.75
998,370.50
997,919.50
14,107,000.00
13,553,000.00
13,553,000.00
12,982,000.00
Dec 1, 2029
12,982,000.00
188,239.00
16,227.50
204,466.50
12,982,000.00
Jun 1, 2030
12,982,000.00
589,000.00
188,239.00
16,227.50
793,466.50
997,933.00
12,393,000.00
Dec 1, 2030
12,393,000.00
179,698.50
15,491.25
195,189.75
12,393,000.00
Jun 1, 2031
12,393,000.00
608,000.00
179,698.50
15,491.25
803,189.75
998,379.50
11,785,000.00
Dec 1, 2031
11,785,000.00
170,882.50
14,731.25
185,613.75
11,785,000.00
Jun 1, 2032
11,785,000.00
627,000.00
170,882.50
14,731.25
812,613.75
998,227.50
11,158,000.00
Dec 1, 2032
11,158,000.00
161,791.00
13,947.50
175,738.50
11,158,000.00
Jun 1, 2033
11,158,000.00
646,000.00
161,791.00
13,947.50
821,738.50
997,477.00
10,512,000.00
Dec 1, 2033
10,512,000.00
152,424.00
13,140.00
165,564.00
10,512,000.00
Jun 1, 2034
10,512,000.00
667,000.00
152,424.00
13,140.00
832,564.00
998,128.00
9,845,000.00
Dec 1, 2034
9,845,000.00
142,752.50
12,306.25
155,058.75
9,845,000.00
Jun 1, 2035
9,845,000.00
688,000.00
142,752.50
12,306.25
843,058.75
998,117.50
9,157,000.00
Dec 1, 2035
9,157,000.00
132,776.50
11,446.25
144,222.75
9,157,000.00
Jun 1, 2036
9,157,000.00
709,000.00
132,776.50
11,446.25
853,222.75
997,445.50
8,448,000.00
Dec 1, 2036
8,448,000.00
122,496.00
10,560.00
133,056.00
8,448,000.00
Jun 1, 2037
8,448,000.00
732,000.00
122,496.00
10,560.00
865,056.00
998,112.00
7,716,000.00
Dec 1, 2037
7,716,000.00
111,882.00
9,645.00
121,527.00
7,716,000.00
Jun 1, 2038
7,716,000.00
755,000.00
111,882.00
9,645.00
876,527.00
998,054.00
6,961,000.00
Dec 1, 2038
6,961,000.00
100,934.50
8,701.25
109,635.75
6,961,000.00
Jun 1, 2039
6,961,000.00
779,000.00
100,934.50
8,701.25
888,635.75
998,271.50
6,182,000.00
Dec 1, 2039
6,182,000.00
89,639.00
7,727.50
97,366.50
6,182,000.00
Jun 1, 2040
6,182,000.00
803,000.00
89,639.00
7,727.50
900,366.50
997,733.00
5,379,000.00
Dec 1, 2040
5,379,000.00
77,995.50
6,723.75
84,719.25
5,379,000.00
Jun 1, 2041
5,379,000.00
828,000.00
77,995.50
6,723.75
912,719.25
997,438.50
4,551,000.00
Dec 1, 2041
4, 551, 000.00
65, 989.50
5,688.75
71, 678.25
4, 551, 000.00
Jun 1, 2042
4,551,000.00
855,000.00
65,989.50
5,688.75
926,678.25
998,356.50
3,696,000.00
Dec 1, 2042
3,696,000.00
53,592.00
4,620.00
58,212.00
3,696,000.00
Jun 1, 2043
3,696,000.00
882,000.00
53,592.00
4,620.00
940,212.00
998,424.00
2,814,000.00
Dec 1, 2043
2,814,000.00
40,803.00
3,517.50
44,320.50
2,814,000.00
Jun 1, 2044
2,814,000.00
909,000.00
40,803.00
3,517.50
953,320.50
997,641.00
1,905,000.00
Dec 1, 2044
1, 905, 000.00
27, 622.50
2,381.25
30, 003.75
1, 905, 000.00
Jun 1, 2045
1,905,000.00
938,000.00
27,622.50
2,381.25
968,003.75
998,007.50
967,000.00
Dec 1, 2045
967,000.00
14,021.50
1,208.75
15,230.25
967,000.00
Jun 1, 2046
967,000.00
967,000.00
14,021.50
1,208.75
982,230.25
997,460.50
0.00
As of 1 /27/2026
INVESTING IN IOWA'S WATER
www.iowasrf.com
Page 843 of 865
MEMORANDUM
TO: David D. Grossklaus
CC: Emily Hammond; John P. Danos; City of Dubuque
FROM: Nisha Dholakia
DATE: February 13, 2026
RE: City of Dubuque, Iowa
$14,643,000 Sewer Revenue Bond, Series 2026
Our File No. 420411-19
Attached please find our opinion, the executed Sewer Revenue Bond, and the executed
Loan and Disbursement Agreement relating to the closing of the City of Dubuque’s $14,643,000
SRF Loan on February 20, 2026.
Please notify us when closing has been completed and return an executed copy of the
Loan and Disbursement Agreement to us.
LOAN AND DISBURSEMENT AGREEMENT
14,643,000 SEWER REVENUE BONDS
This Loan and Disbursement Agreement (the "Agreement") is made and entered into as
of February 20, 2026, by and between the City of Dubuque, Iowa (the "Participant") and the
Iowa Finance Authority, an agency and public instrumentality of the State of Iowa (the "Issuer").
WHEREAS, the Issuer, in cooperation with the Iowa Department of Natural Resources
the "Department"), is authorized to undertake the creation, administration and financing of the
Iowa Water Pollution Control Works Financing Program (the "Program") established in the
Code of Iowa, Sections 16. 131 through 16.135 and Sections 455B.291 through 455B.299,
including, among other things, the making of loans to Iowa municipalities for purposes of the
Program; and
WHEREAS, the Participant desires to participate in the Program as a means of financing
all or part of the construction of certain wastewater treatment facilities serving the Participant
and its residents; and
WHEREAS, to assist in financing the Project (defined herein), the Issuer desires to make
a loan to the Participant in the amount set forth in Section 2 hereof;
NOW, THEREFORE, the parties agree as follows:
Section 1. Definitions. In addition to other definitions set forth herein, the following
terms as used in this Agreement shall, unless the context clearly requires otherwise, have the
following meanings:
a) "Bonds" shall mean any State Revolving Fund Revenue Bonds that were
or in the future are issued by the Issuer for the purpose of providing moneys to finance
the Loan to the Participant.
b) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
all lawfully promulgated regulations thereunder.
c) "Project" shall mean the particular construction activities approved by the
Department and being undertaken by the Participant with respect to its Wastewater
Treatment System, as described in the Resolution.
d) "Regulations" shall mean the administrative rules of the Department
relating to the Program, set forth in Title 567, Chapter 90 of the Iowa Administrative
Code, and the administrative rules of the Issuer relating to the Program set forth in Title
265, Chapter 26 of the Iowa Administrative Code.
1
Page 831 of 865
e) "Resolution" shall mean the resolution of the City Council of the
Participant providing for the authorization and issuance of the Revenue Bond, attached
hereto as Exhibit B, adopted on February 2, 2026, approving and authorizing the
execution of this Agreement and the issuance of the Revenue Bond (as defined herein).
f) "Wastewater Treatment System" shall mean the wastewater treatment
system of the Participant, all facilities being used in conjunction therewith and all
appurtenances and extensions thereto, including but not limited to the wastewater
treatment system project which the Participant is financing under this Agreement.
Section 2. Loan; Purchase of Revenue Bond. The Issuer agrees to purchase a duly
authorized and issued sewer revenue bond or capital loan note of the Participant (the "Revenue
Bond") in order to make a loan to the Participant, and will disburse proceeds as set forth herein.
The Participant agrees to borrow and accept from the Issuer, a loan in the principal amount of
14,643,000 (the "Loan").
The Participant shall use the proceeds of the Loan strictly (a) to finance a portion of the
costs of construction of the Project and (b), where applicable, to reimburse the Participant for a
portion of the costs of the Project, which portion was paid or incurred in anticipation of
reimbursement through the Program and which is eligible for such reimbursement under and
pursuant to the Regulations and the Code.
Section 3. Disbursements. Proceeds of the Loan shall be made available to the
Participant in the form of one or more periodic disbursements as provided in this Section. The
Issuer thereafter shall make disbursements of a portion of the Loan for payment of costs of the
Project upon receipt of the following:
a) a completed payment request on a form acceptable to and available from
the Issuer;
b) current construction payment estimates;
c) engineering service statements;
d) purchase orders or invoices for items not included within other contracts;
and
e) evidence that the costs for which the disbursement is requested have been
incurred.
Solely with respect to the request for the final disbursement of proceeds of the Loan, the
Participant shall submit to the Issuer (via the Department), in addition to items (a) through (e)
above, a certification of completion and acceptance of the Project by the Participant or evidence
of an acceptable settlement if the Project is subject to a dispute between the Participant and any
contractor.
2
Page 832 of 865
Disbursements shall be made in a timely fashion following the receipt of the information
as set forth above. Unless otherwise agreed to in writing by the Issuer, funds shall be payable to
the Participant via automated clearinghouse system transfer to the account specified by the
Participant.
Section 4. Completion of Project. The Participant covenants and agrees (i) to
exercise its best efforts in accordance with prudent wastewater treatment utility practices to
complete the Project; and (ii) to provide from its own fiscal resources all monies, in excess of the
total amount of Loan proceeds it receives under the Agreement, required to complete the Project.
Section 5. Repayment of Loan; Issuance of Revenue Bonds. The Participant's
obligation to repay the Loan and interest thereon shall be evidenced by the Revenue Bond in the
principal amount of the Loan, complying in all material respects with the Regulations and being
in substantially the form set forth in the Resolution, which Resolution is attached hereto as
Exhibit B. The Revenue Bond shall be delivered to the Issuer as the original purchaser and
registered holder thereof at the closing of the Loan. The Revenue Bond shall be accompanied by
a legal opinion of bond counsel, in form satisfactory to the Issuer, to evidence the legality,
security position and tax-exempt status of interest on the Revenue Bond. The parties agree that a
payment of principal of or interest on the Revenue Bond shall be deemed to be a payment of the
same on the Loan and a payment of principal of or interest on the Loan shall be deemed to be a
payment of the same on the Revenue Bond. Unless otherwise agreed to in writing by the Issuer,
all payments of principal and interest due under the Loan shall be made via automated
clearinghouse transfer, from an account specified by the Participant.
The Revenue Bond shall be dated the date of delivery to the Issuer, with interest and the
Servicing Fee (together, the "Interest Rate" as set forth in Section 6 hereof) payable
semiannually on June 1 and December 1 of each year (unless the resolution authorizing a
previous series of outstanding bonds on a parity with the Revenue Bond requires interest to be
paid on other interest payment dates, in which case such other dates shall apply) from the date of
each disbursement of a part of the Loan from the Issuer to the Participant (which are initially
expected to be on approximately the dates set forth on Exhibit A attached hereto and
incorporated herein). The first repayment of principal of the Loan shall be due and payable not
later than one year after substantial completion of the Project and payments of principal, interest
and the Servicing Fee shall continue thereafter until the Loan is paid in full. Following the final
disbursement of Loan proceeds to the Participant, Exhibit A shall be adjusted by the Issuer, with
the approval of the Participant, based upon actual disbursements to the Participant under the
Agreement. Such revised Exhibit A thereafter shall be deemed to be incorporated herein by
reference and made a part hereof and shall supersede and replace that initially attached hereto
and to the Revenue Bond.
The Revenue Bond shall be subject to optional redemption by the Participant at a price of
par plus accrued interest (i) on any date upon receipt of written consent by the Issuer, or (ii) in
the event that all or substantially all of the Project is damaged or destroyed. Any such optional
redemption of the Revenue Bond by the Participant may be made from any funds regardless of
source, in whole or from time to time in part, upon not less than thirty (30) days' notice of
K
Page 833 of 865
redemption by e-mail, facsimile, certified or registered mail to the Issuer (or any other registered
owner of the Revenue Bond). The Revenue Bond is also subject to mandatory redemption in the
event the costs of the Project are less than initially projected, in which case the amount of the
Loan shall be reduced to an amount equal to the actual Project costs disbursed. The Participant
and the Issuer agree that following such adjustment, the principal amount due under the Revenue
Bond shall be automatically reduced to equal the principal amount of the adjusted Loan.
The Revenue Bond and the interest thereon and any additional obligations as may be
hereafter issued and outstanding from time to time under the conditions set forth in the
Resolution shall be payable solely and only from the Net Revenues (as defined in the Resolution)
of the Wastewater Treatment System of the Participant, a sufficient portion of which has been
and shall be ordered set aside and pledged for such purpose under the provisions of the
Resolution. Neither this Agreement nor the Revenue Bond is a general obligation of the
Participant, and under no circumstance shall the Participant be in any manner liable by reason of
the failure of the aforesaid Net Revenues to be sufficient to pay the Revenue Bond and the
interest thereon or to otherwise discharge the Participant's obligation hereunder.
Section 6. Interest Rate, Initiation Fee and Servicing Fees. (a) The Participant agrees
to pay to the Issuer, as additional consideration for the Loan, a loan initiation fee (the "Initiation
Fee") equal to one-half of one percent (0.50%) of the amount of the Loan (but not to exceed
100,000.00) ($72,850), which shall be due and payable on the date of this Agreement. Unless
the Issuer shall be otherwise notified by the Participant that the Participant intends to pay such
Initiation Fee from other funds, and has received such other funds from the Participant on the
date hereof, the Issuer shall be authorized to deduct the full amount of the Initiation Fee from the
proceeds of the Loan being made hereunder, and such deduction by the Issuer shall be deemed to
be an expenditure by the Participant of the Loan proceeds.
b) The Participant agrees to pay a Loan servicing fee (the "Servicing Fee") to the Issuer
in an amount equal to 0.25% per annum of the principal amount of the Loan outstanding. The
Servicing Fee shall be paid as described in Section 5 and Section 6(c) hereof.
c) The Loan shall bear interest at 2.90% per annum (the "Rate"). As described in
Section 5, payments hereunder shall be calculated based on the Rate plus the Servicing Fee (such
3.15%, the "Interest Rate").
Section 7. Compliance with Applicable Laws, Performance Under Loan Agreement;
Rates. The Participant covenants and agrees (i) to comply with all applicable State of Iowa and
federal laws, rules and regulations (including but not limited to the Regulations), judicial
decisions, and executive orders in the performance of the Agreement and in the financing,
construction, operation, maintenance and use of the Project and the Wastewater Treatment
System; (ii) to maintain its Wastewater Treatment System in good repair, working order and
operating condition; (iii) to cooperate with the Issuer in the observance and performance of their
respective duties, covenants, obligations and agreements under the Agreement; (iv) to comply
with all terms and conditions of the Resolution; and (v) to establish, levy and collect rents, rates
and other charges for the products and services provided by its Wastewater Treatment System,
0
Page 834 of 865
which rents, rates and other charges shall be at least sufficient (A) to meet the operation and
maintenance expenses of such Wastewater Treatment System, (B) to produce and maintain Net
Revenues at a level not less than 110% of the amount of principal and interest on the Revenue
Bond and any other obligations secured by a pledge of the Net Revenues falling due in the same
year, (C) to comply with all covenants pertaining thereto contained in, and all other provisions
of, any bond resolution, trust indenture or other security agreement, if any, relating to any bonds
or other evidences of indebtedness issued or to be issued by the Participant, (D) to pay the debt
service requirements on any bonds, notes or other evidences of indebtedness, whether now
outstanding or incurred in the future, secured by such revenues or other receipts and issued to
finance improvements to the Wastewater Treatment System and to make any other payments
required by the laws of the State of Iowa, (E) to generate funds sufficient to fulfill the terms of
all other contracts and agreements made by the Participant, including, without limitation, the
Agreement and the Revenue Bond and (F) to pay all other amounts payable from or constituting
a lien or charge on the operating revenues of its Wastewater Treatment System.
Section 8. Exclusion of Interest from Gross Income. Unless otherwise agreed to by
the Issuer in writing, the Participant covenants and agrees as follows:
a) The Participant shall not take any action or omit to take any action which
would result in a loss of the exclusion of the interest on the Bonds from gross income for
federal income taxation as that status is governed by Section 103(a) of the Code.
b) The Participant shall not take any action or omit to take any action, which
action or omission would cause its Revenue Bond or the Bonds (assuming solely for this
purpose that the proceeds of the Bonds loaned to the Participant represent all of the
proceeds of the Bonds) to be "private activity bonds" within the meaning of Section
141(a) of the Code. Accordingly, unless the Participant receives the prior written
approval of the Issuer, the Participant shall not (A) permit any of the proceeds of the
Bonds loaned to the Participant or the Project financed with such proceeds to be used,
either directly or indirectly, in any manner that would constitute "private business use"
within the meaning of Section 141(b)(6) of the Code, taking into account for this purpose
all such use by persons other than governmental units on an aggregate basis, (B) use,
either directly or indirectly, any of the proceeds of the Bonds loaned to the Participant to
make or finance loans to persons other than governmental units (as such term is used in
Section 141(c) of the Code) or (C) use, either directly or indirectly, any of the proceeds of
the Bonds loaned to the Participant to acquire any "non -governmental output property"
within the meaning of Section 141(d)(2) of the Code.
c) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds (or amounts replaced with such proceeds) or any other funds or
take any action or omit to take any action, which use or action or omission would
assuming solely for this purpose that the proceeds of the Bonds loaned to the Participant
represent all of the proceeds of the Bonds) cause the Bonds to be "arbitrage bonds"
within the meaning of Section 148(a) of the Code.
E
Page 835 of 865
d) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to pay the principal of or interest on any issue of State or local
governmental obligations ("refinancing of indebtedness") unless the Participant shall
establish to the satisfaction of the Issuer that such refinancing of indebtedness will not
adversely affect the exclusion from gross income of interest on the Bonds for federal
income tax purposes and the Participant delivers an opinion to such effect of bond
counsel acceptable to the Issuer.
e) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to reimburse the Participant for any portion of the cost of the
Project unless such cost was paid or incurred by the Participant in anticipation of
reimbursement from the proceeds of the Bonds or other State or local governmental
borrowing in accordance with the Code, published rulings of the Internal Revenue
Service and the Regulations.
f) The Participant shall not use the proceeds of the Bonds (assuming solely
for this purpose that the proceeds of the Bonds loaned to the Participant represent all of
the proceeds of the Bonds) in any manner which would cause the Bonds to be "federally
guaranteed" within the meaning of Section 149(b) of the Code or "hedge bonds" within
the meaning of Section 149(g) of the Code.
g) The Participant shall comply with all provisions of the Code relating to the
rebate of any profits from arbitrage attributable to the Participant, and shall indemnify
and hold the Issuer harmless therefrom.
Section 9. Insurance; Audits; Disposal of Property. The Participant covenants and
agrees (a) to maintain insurance on, or to self -insure, the insurable portions of the Wastewater
Treatment System of a kind and in an amount which normally would be carried by private
companies engaged in a similar type of business, (b) to keep proper books and accounts adapted
to the Wastewater Treatment System, showing the complete and correct entry of all transactions
relating thereto, and to cause said books and accounts to be audited or examined by an
independent auditor or the State Auditor (i) at such times and for such periods as may be
required by the federal Single Audit Act of 1984, OMB Circular A-133 or State law, and (ii) at
such other times and for such other periods as may be requested at any time and from time to
time by the Issuer (which requests may require an audit to be performed for a period that would
not otherwise be required to be audited under State law), and (c) unless the Participant has
received a waiver and consent from the Issuer, it shall not sell, lease or in any manner dispose of
the Wastewater Treatment System, or any capital part thereof, including any and all extensions
and additions which may be made thereto, until the Revenue Bond shall have been paid in full or
otherwise discharged as provided in the Resolution; provided, however, that the Participant may
dispose of any property which in the judgment of its governing body is no longer useful or
profitable to use in connection with the operation of the Wastewater Treatment System or
essential to the continued operation thereof.
n
Page 836 of 865
Section 10. Maintenance of Documents; Access. The Participant agrees to maintain
its project accounts in accordance with generally accepted accounting principles ("GAAP") as
issued by the Governmental Accounting Standards Board, including GAAP requirements
relating to the reporting of infrastructure assets.
The Participant agrees to permit the Issuer or its duly authorized representative access to
all files and documents relating to the Project for purposes of conducting audits and reviews in
accordance with any of the Regulations.
Section 11. Continuing Disclosure. As a means of enabling the Issuer to comply with
the "continuing disclosure" requirements set forth in Rule 15c2-12 (the "Rule") of the Securities
and Exchange Commission, the Participant agrees, during the term of the Loan, but only upon
written notification from the Issuer to the Participant that this Section 11 applies to such
Participant for a particular fiscal year, to provide the Issuer with (i) the comprehensive audit
report of the Participant, prepared and certified by an independent auditor or the State Auditor, or
unaudited financial information if the audit is not available, not later than 180 days after the end
of each fiscal year for which this section applies and (ii) such other information and operating
data as the Issuer may reasonably request from time to time with respect to the Wastewater
Treatment System, the Project or the Participant.
The Participant hereby consents to the inclusion of all or any portion of the foregoing
information and materials in a public filing made by the Issuer under the Rule. The Participant
agrees to indemnify and hold harmless the Issuer, and its officers, directors, employees and
agents from and against any and all claims, damages, losses, liabilities, reasonable costs and
expenses whatsoever (including attorney fees) which such indemnified parry may incur by
reason of or in connection with the disclosure of information permitted under this Section;
provided that no such indemnification shall be required for any claims, damages, losses,
liabilities, costs or expenses to the extent, but only to the extent, caused by the willful
misconduct or gross negligence of the Issuer in the disclosure of such information.
Section 12. Events of Default. If any one or more of the following events occur, it is
hereby defined as and declared to constitute an "Event of Default" under this Agreement:
a) Failure by the Participant to pay, or cause to be paid, any Loan repayment
including the Servicing Fee) required to be paid under this Agreement when due, which
failure shall continue for a period of fifteen (15) days.
b) Failure by the Participant to make, or cause to be made, any required
payments of principal, redemption premium, if any, and interest on any bonds, notes or
other obligations of the Participant (other than the Loan and the Revenue Bond), the
payment of which are secured by operating revenues of the Wastewater Treatment
System.
c) Failure by the Participant to observe and perform any duty, covenant,
obligation or agreement on its part to be observed or performed under the Agreement or
7
Page 837 of 865
the Resolution, other than the obligation to make Loan repayments, which failure shall
continue for a period of thirty (30) days after written notice, specifying such failure and
requesting that it be remedied, is given to the Participant by the Issuer, unless the Issuer
shall agree in writing to an extension of such time prior to its expiration or the failure
stated in such notice is correctable but cannot be corrected in the applicable period, in
which case the Issuer may not unreasonably withhold its consent to an extension of such
time up to one hundred twenty (120) days from the delivery of the written notice referred
to above if corrective action is commenced by the Participant within the applicable period
and diligently pursued until the Event of Default is corrected.
Section 13. Remedies on Default. Whenever an Event of Default shall have occurred
and be continuing, the Issuer shall have the right to take any action authorized under the
Regulations, the Revenue Bond or this Agreement and to take whatever other action at law or
equity may appear necessary or desirable to collect the amounts then due and thereafter to
become due under the Agreement or to enforce the performance and observance of any duty,
covenant, obligation or agreement of the Participant under the Agreement or the Resolution.
Section 14. Amendments. This Agreement may not be amended, supplemented or
modified except by a writing executed by all of the parties hereto.
Section 15. Termination. The Participant understands and agrees that the Loan may
be terminated at the option of the Issuer if construction of the Project has not commenced within
one year of the date of execution of this Agreement, all as set forth in the Regulations.
Section 16. Rule of Construction. This Agreement is executed pursuant to the
provisions of Section 384.24A of the Code of Iowa and shall be read and construed as
conforming to all provisions and requirements of that statute.
In the event of any inconsistency or conflict between the terms and conditions of the
Revenue Bond and this Agreement or the Regulations, the parties acknowledge and agree that
the terms of this Agreement or the Regulations, as the case may be, shall take precedence over
any such terms of the Revenue Bond and shall be controlling, and that the payment of principal
and interest on the Loan shall at all times conform to the schedule set forth on Exhibit A, as
adjusted, and the Regulations.
Section 17. Federal Requirements. The Participant agrees to comply with all
applicable federal requirements including, but not limited to, Davis -Bacon wage requirements
and the requirements relating to the use of American iron and steel products.
Section 18. Application of Uniform Electronic Transactions Act.
The Issuer and the Participant agree this Agreement and all documents related thereto
and referenced herein may be entered into and provided for pursuant to and in accordance with
Chapter 554D of the Code of Iowa.
Page 838 of 865
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
Attest:
npi"'"
City Clerk
CITY OF DUBUQUE, IOWA
By:
ayor
Participant Signature Page to LDA]
IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first
above written.
IOWA FINANCE AUTHORITY
By:
Its:
IFA Signature Page to LDA]
Page 840 of 865
EXHIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
Page 841 of 865
Estimated Amortization Schedule
City of Dubuque
Sewer Revenue Bond
CS1921034 (2)
Loan summary Estimated Draw Schedule
Loan Closing Date
Final Disbursement Date
Final Maturity Date
Loan Period in Years
Total Loaned Amount
0. 5% Initiation Fee
Net Proceeds to Borrower
Annual Interest Rate
Total Interest
Servicing Fee Rate
Total Servicing Fees
Total Loan Costs
Feb 20, 2026
Jan 1, 2027
Jun 1, 2046
20
14,643,000.00
72,850.00
14,570,150.00
2.90%
4,829, 200.63
0.25%
416,310.40
5,318,361.03
Initiation Fee - Feb 20, 2026
P & D Payoff - Feb 20, 2026
Estimated Draw # 1- Feb 20, 2026
Estimated Draw #2- Mar 27, 2026
Estimated Draw #3- May 1, 2026
Estimated Draw #4- Jun 5, 2026
Estimated Draw #5- Jul 10, 2026
Estimated Draw #6- Aug 14, 2026
Estimated Draw #7- Sep 18, 2026
Estimated Draw #8- Oct 23, 2026
Estimated Draw #9- Nov 27, 2026
Estimated Draw # 10- Jan 1, 2027
Total Loaned Amount
72,850.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
14,643,000.00
S",RF
STATE
DEVOLVING FUND
Payment Beginning Servicing Total Loan Total Annual Debt Ending
Date Balance Principal Interest Fee Payment Service Balance
Jun 1, 2026 2,986, 880. 00 0.00 19,958.87 1,720.59 21,679.46 21,679.46 2,986,880.00
Dec 1, 2026 11,728,970.00 130,750. 90 11,271.63 142,022. 53 11,728, 970. 00
Jun 1, 2027 14,643,000.00 536, 000.00 209,271.86 18,040.68 763, 312. 54 905, 335.07 14,107,000.00
Dec 1, 2027
Jun 1, 2028
Dec 1, 2028
Jun 1, 2029
14,107,000.00
14,107,000.00
13,553,000.00
13,553,000.00
554, 000.00
571,000.00
204,551.50
204,551.50
196,518.50
196,518.50
17,633.75
17,633.75
16,941.25
16,941.25
222,185.25
776,185.25
213,459.75
784,459.75
998, 370.50
997,919.50
14,107,000.00
13,553,000. 00
13,553,000.00
12,982,000.00
Dec 1, 2029 12,982,000. 00 188,239.00 16,227.50 204,466.50 12,982,000.00
Jun 1, 2030 12,982,000.00 589,000.00 188,239.00 16,227.50 793,466.50 997,933.00 12,393,000.00
Dec 1, 2030 12,393,000.00 179,698.50 15,491.25 195, 189.75 12,393,000.00
Jun 1, 2031 12,393,000.00 608,000.00 179,698.50 15,491.25 803,189.75 998,379.50 11,785, 000.00
Dec 1, 2031 11,785,000.00 170,882.50 14,731.25 185,613.75 11,785,000.00
Jun 1, 2032 11,785, 000.00 627, 000.00 170,882.50 14,731.25 812,613.75 998, 227.50 11,158,000.00
Dec 1, 2032 11,158,000.00 161,791.00 13,947.50 175,738.50 11,158,000.00
Jun 1, 2033 11,158,000.00 646, 000.00 161,791.00 13,947.50 821,738. 50 997,477.00 10,512,000.00
Dec 1, 2033 10,512,000.00 152,424.00 13,140.00 165,564.00 10,512,000.00
Jun 1, 2034 10,512,000.00 667,000.00 152,424.00 13,140.00 832,564.00 998,128.00 9,845,000.00
Dec 1, 2034 9,845, 000. 00 142,752. 50 12,306.25 155,058. 75 9,845,000.00
Jun 1, 2035 9,845,000. 00 688,000.00 142,752. 50 12,306.25 843,058. 75 998,117.50 9,157,000.00
Dec 1, 2035 9,157,000.00 132,776.50 11,446.25 144,222.75 9,157,000.00
Jun 1, 2036 9,157,000.00 709, 000.00 132,776.50 11,446.25 853, 222.75 997,445.50 8,448,000.00
Dec 1, 2036 8,448,000. 00 122,496.00 10,560.00 133,056. 00 8,448, 000.00
Jun 1, 2037 8,448,000.00 732,000.00 122,496.00 10,560.00 865,056.00 998,112.00 7,716,000.00
Dec 1, 2037 7,716, 000.00 111,882.00 9,645.00 121,527.00 7,716, 000.00
Jun 1, 2038 7,716, 000. 00 755, 000.00 111,882. 00 9,645.00 876, 527.00 998, 054. 00 6,961,000.00
Dec 1, 2038 6,961,000.00 100,934.50 8,701.25 109,635.75 6,961,000.00
Jun 1, 2039 6,961,000.00 779, 000.00 100,934.50 8,701.25 888,635.75 998,271.50 6,182,000.00
Dec 1, 2039 6,182,000.00 89,639.00 7,727.50 97,366.50 6,182,000.00
Jun 1, 2040 6,182,000. 00 803,000.00 89,639.00 7,727.50 900,366.50 997,733.00 5,379,000.00
Dec 1, 2040 5,379, 000.00 77,995.50 6,723.75 84,719.25 5,379,000.00
Jun 1, 2041 5,379, 000.00 828,000.00 77,995.50 6,723.75 912,719.25 997,438.50 4,551,000.00
Dec 1, 2041 4, 551, 000. 00 65, 989.50 5,688.75 71, 678.25 4, 551, 000.00
Jun 1, 2042 4, 551,000. 00 855,000.00 65,989.50 5,688.75 926,678.25 998, 356. 50 3,696,000.00
Dec 1, 2042 3,696, 000.00 53,592.00 4,620.00 58,212.00 3,696,000.00
Jun 1, 2043 3,696,000. 00 882,000.00 53,592.00 4,620.00 940,212.00 998,424.00 2,814,000.00
Dec 1, 2043 2,814,000.00 40,803.00 3,517.50 44,320.50 2,814, 000.00
Jun 1, 2044 2,814, 000.00 909,000.00 40,803.00 3,517.50 953,320.50 997,641.00 1,905,000.00
Dec 1, 2044 1, 905, 000. 00 27, 622.50 2,381.25 30, 003.75 1, 905, 000.00
Jun 1, 2045 1,905, 000. 00 938,000.00 27,622.50 2,381.25 968, 003.75 998, 007.50 967,000.00
Dec 1, 2045 967,000.00 14,021.50 1,208.75 15,230. 25 967,000.00
Jun 1, 2046 967,000.00 967, 000.00 14,021.50 1,208.75 982, 230.25 997,460.50 0.00
As of 1 /27/2026
INVESTING IN IOWA'S WATER
www.iowasrf.com
Page 843 of 865
EXHIBIT B
AUTHORIZATION/ISSUANCE RESOLUTION OF PARTICIPANT
Page 842 of 865
Dubuque / 43041 I-19 / Series Res (Old Mill Phase 11)
4936-9653-1061\3
MINUTES OF MEETING TO APPROVE SERIES
RESOLUTION FOR SERIES 2026 BONDS
430411-19 (Old Mill Phase II)
Dubuque, Iowa
February 2, 2026
The City Council of the City of Dubuque, Iowa, met on February 2, 2026, at 6:30 p.m., at
the Historic Federal Building, 350 W. 61h St, Second Floor Council Chambers, Dubuque, Iowa.
The meeting was called to order by the Mayor, and the roll was called showing the
following Council Members present and absent:
Present: Twor Co,anac' ;(-1un.d (1 cm6rS Lgendecker, Re5v!, RcuSSe .S rc d< SfC1vrr (C1611
Absent:
Other Business- -
MOTION TO APPROVE RESOLUTION
Council Member 5prc\nK introduced the re olution next hereinafter
set out and moved its adoption, seconded by Council Member We)hg ; and
after due consideration thereof by the City Council, the Mayor put the question upon the adoption
of the resolution, and the roll being called, the following named Council Members voted:
Ayes: Resn.ck, Spronk, Roasse11, S4(kyer. W41101 cayo 7ma ' We'idecKer`
Nays:
Whereupon, the Mayor declared said resolution duly adopted, as follows:
On motion and vote, the meeting adjourned.
Dubuque / 430411-19 / Series Res (Old Mill Phase 11)
4936-9653-1061\3
RESOLUTION NO. 34-26
Series Resolution authorizing and approving a Loan and Disbursement Agreement
and providing for the issuance of $14,643,000 Sewer Revenue Bonds, Series 2026
and other documents related to the Series 2026 Bonds, and amending certain
provisions
WHEREAS, the City of Dubuque (the "City" and sometimes hereinafter referred to as the
Issuer"), in Dubuque County, State of Iowa, did heretofore establish a Municipal Sanitary Sewer
System (the "System") in and for the City which has continuously supplied sanitary sewer service
in and to the City and its inhabitants since its establishment; and
WHEREAS, the management and control of the System are vested in the City Council (the
Council") and no board of trustees exists for this purpose; and
WHEREAS, pursuant to prior resolutions of the Council, the City has heretofore issued
Sewer Revenue bonds or notes as set forth in prior proceedings of the Council, and a portion of
such prior Sewer Revenue debt remains outstanding (the "Outstanding Indebtedness"); and
WHEREAS, pursuant to the resolutions relating to and authorizing the Outstanding
Indebtedness (the "Outstanding Bond Resolutions") the City reserved the right to issue additional
obligations payable from the net revenues of the Utility and ranking on a parity with the
Outstanding Indebtedness under the terms and conditions set forth in the Outstanding Bond
Resolutions; and
WHEREAS, the City heretofore proposed to contract indebtedness and enter into a certain
Sewer Revenue Loan and Disbursement Agreement (the "Agreement") and to borrow money
thereunder in a principal amount not to exceed $15,000,000, pursuant to the provisions of Section
384.24A of the Code of Iowa, for the purpose of paying the cost, to that extent, of planning,
designing, and constructing improvements and extensions to the System (the "Project' ), and has
published notice of the proposed action and has held a hearing thereon on June 16, 2025; and
WHEREAS, the City proposes to issue Sewer Revenue Bonds, Series 2026 (the "Series
2026 Bonds") to the Iowa Finance Authority, an agency and public instrumentality of the State of
Iowa, as lender (the "Lender"), in order to pay the costs of the Project; and
WHEREAS, the City is authorized and empowered by Chapter 384 of the Code of Iowa
the "Act") to borrow money for the System, and the City Council has adopted a master resolution
the "Master Resolution") on December 15, 2008, authorizing the issuance from time to time of
Senior Bonds, including Senior SRF Bonds (each as defined in the Master Resolution); and
WHEREAS, Section 8.3 of the Master Resolution authorizes the Council to adopt a Series
Resolution (as defined in the Master Resolution) to provide for the issuance of Senior Bonds, and
this Series Resolution constitutes a Series Resolution under the Master Resolution; and
WHEREAS, for the purposes of this issuance, the Series 2026 Bonds shall be deemed to
be Senior SRF Bonds; and
2
Dubuque / 430411-19 / Series Res (Old Mill Phase II)
4936-9653-1061\3
WHEREAS, for the purposes of this issuance, the Series 2026 Bonds shall be deemed to
be Senior SRF Bonds; and
WHEREAS, the obligations of the Issuer under the Series 2026 Bonds and the
Agreement shall be payable solely and only from the Net Revenues of the System and certain
funds and accounts created and pledged under this Series Resolution and the Master Resolution;
and
WHEREAS, it is necessary at this time for the City Council to approve the Agreement
with the Lender and to issue the Series 2026 Bonds in evidence thereof in the principal amount
of $14,643,000;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Dubuque, Iowa,
as follows:
Section 1. Definitions. Terms used herein and not defined herein shall have the
meaning given to them in this Series Resolution and the Master Resolution unless the text
expressly or by necessary implication requires otherwise:
Agreement" means the Loan and Disbursement Agreement between the Issuer and the
Lender related to the Series 2026 Bonds.
Bonds" or "Series 2026 Bonds" means the $14,643,000 Sewer Revenue Bonds, Series
2026, in one or more series.
Closing Date" shall mean the date of delivery of the Series 2026 Bonds, anticipated to
be February 20, 2026, with any final changes to such date as set forth in the Agreement.
Loan" shall mean the loan made pursuant to the Agreement and evidenced by the Series
2026 Bonds.
Agreement" means the Loan and Disbursement Agreement between the Issuer and the
Lender related to the Series 2026 Bonds.
Senior Bond Issuance Documents" means a Supplemental Resolution, Obligation
Issuance Documents, indenture or other document, as the case may be, authorizing and issuing a
series of Senior Bonds, including Senior SRF Bonds.
Series 2013 Note Resolutions" shall mean the resolutions authorizing the issuance of the
Issuer's outstanding Sewer Revenue Capital Loan Notes, Series 2013, dated April 19, 2013, and
Sewer Revenue Capital Loan Notes, Series 2013B, dated May 20, 2013, which shall be
recognized as Series Resolutions.
Paying Agent" shall mean the City Treasurer, or such successor as may be approved by
the Issuer as provided herein and who shall carry out the duties prescribed herein with respect to
maintaining a register of the owners of the Series 2026 Bonds. Unless otherwise specified, the
Registrar shall also act as the Paying Agent for the Series 2026 Bonds.
Page 807 of 865
Dubuque / 430411-19 / Series Res (Old Mill Phase II)
4936-9653-1061\3
hereof.
Series 2026 Sinking Fund" means the fund by that name created pursuant to Section 14
Series Resolution" or "Resolution" means this resolution.
Section 2. Loan Authorization; Authorization for Execution and Delivery of
Documents. Following the adoption of this Series Resolution and pursuant to Chapter 384 of the
Code of Iowa, the City Council is hereby authorized to execute and deliver the Agreement with
the Lender in the form which has been placed on file with the Council providing for a Loan in
the aggregate principal amount of $14,643,000 for the purpose or purposes set forth in the
preamble hereof. The Mayor and City Clerk are hereby authorized to execute and deliver the
Agreement on behalf of the Issuer in the form presented to the Council, with final terms as
determined by the Council and the Lender.
The Mayor, City Clerk and City Treasurer are each authorized to execute and deliver the
Series 2026 Bonds, any and all agreements, documents and instruments required related to the
issuance of the Series 2026 Bonds and to carry out the purposes set forth in this Series
Resolution, including but not limited to any tax certificates, closing certificates and purchase
agreements.
Section 3. Appointment of Registrar/Paying Agent. The City Treasurer is hereby
designated as the Registrar and Paying Agent for the Series 2026 Bonds and may be hereinafter
referred to as the "Registrar" or the "Paying Agent" in such capacities.
Section 4. Source of Payment of the Series 2026 Bonds. The Series 2026 Bonds,
when issued, will be Senior SRF Bonds under the Master Resolution and shall be payable solely
from the Net Revenues of the System, and certain funds and accounts created and pledged under
this Series Resolution and the Master Resolution.
Section 5. Series 2026 Bonds Details; Form of Series 2026 Bonds. The Series 2026
Bonds are hereby authorized to be issued in evidence of the obligation of the Issuer under the
Agreement, in the aggregate principal amount of $14,643,000, to be dated the Closing Date, and
bearing interest from the date of each advancement made at the rate of 2.90% per annum (or at
such lower rate as agreed upon by the Lender and set forth in the Series 2026 Bonds and the
Agreement) until payment thereof, as set forth in Exhibit A attached to the Agreement. To the
extent that the Lender determines a lower rate of interest is available for the Series 2026 Bonds
after the adoption of this Series Resolution, the Mayor and City Clerk, with advice from bond
counsel and/or a municipal financial advisor, are hereby authorized to: (i) make such changes to
the Agreement, the Series 2026 Bonds and any related transactional documents as are necessary
to give effect to the lower rate of interest without modification to the principal installment
schedule contemplated herein; and (ii) to execute and deliver such modified documents on behalf
of the Issuer.
The Series 2026 Bonds may be in the denominations of $1,000 each or any integral
multiple thereof and, at the request of the Lender, shall be initially issued as a single bond in the
denomination of $14,643,000 and numbered R-1.
4
Page 808 of 865
Dubuque / 430411-19 / Series Res (Old Mill Phase II)
4936-9653-1061\3
The Series 2026 Bonds are subject to optional redemption by the Issuer at a price of par
plus accrued interest (i) on any date with the prior written consent of the Lender, or (ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any optional
redemption of the Series 2026 Bonds by the Issuer may be made from any funds regardless of
source, in whole or from time to time in part, in inverse order of maturity upon not less than
thirty (30) days' notice of redemption by facsimile, e-mail, certified or registered mail to the
Lender (or any other registered owner of the Series 2026 Bonds). The Series 2026 Bonds are
also subject to mandatory redemption as set forth in Section 5 of the Agreement.
Accrued interest on the Series 2026 Bonds shall be payable semiannually on the first day
of June and December in each year, commencing June 1, 2026. Interest shall be calculated on
the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the
Series 2026 Bonds shall be made to the registered owners appearing on the registration books of
the Issuer at the close of business on the fifteenth day of the month next preceding the interest
payment date and shall be paid to the registered owners at the addresses shown on such
registration books. Principal of the Series 2026 Bonds shall be payable in lawful money of the
United States of America to the registered owners or their legal representatives upon presentation
and surrender of the Bond or Bonds at the office of the Paying Agent.
The Series 2026 Bonds shall be executed on behalf of the Issuer with the official manual
or facsimile signature of the Mayor and attested by the official manual or facsimile signature of
the City Clerk, and shall be fully registered bonds without interest coupons. The issuance of the
Series 2026 Bonds shall be recorded in the office of the City Treasurer, and the certificate on the
back of each Series 2026 Bond shall be executed with the official manual or facsimile signature
of the City Treasurer. In case any officer whose signature or the facsimile of whose signature
appears on the Series 2026 Bonds shall cease to be such officer before the delivery of such
Bonds, such signature or such facsimile signature shall nevertheless be valid and sufficient for all
purposes, the same as if such officer had remained in office until delivery.
If applicable pursuant to the Agreement, in addition to the payment of principal of and
interest on the Series 2026 Bonds, the Issuer also agrees to pay the Initiation Fee and the
Servicing Fee (defined in the Agreement) in accordance with the terms of the Agreement.
The Series 2026 Bonds shall be in substantially the form attached as Exhibit A hereto.
Section 6. Registration of Series 2026 Bonds; Designation of Registrar; Transfer;
Ownership; Delivery; and Cancellation. The provisions of Section 2.4 of the Master Resolution,
which contains covenants relating to the registration, transfer, delivery, and cancellation of
Bonds, are hereby ratified and confirmed with respect to the Series 2026 Bonds.
Section 7. Reissuance of Mutilated, Destroyed, Stolen or Lost Bond. The provisions
of Section 2.5 of the Master Resolution, contains covenants relating to the reissuance of
mutilated, destroyed, stolen, or lost Bonds, are hereby ratified and confirmed with respect to the
Series 2026 Bonds. .
Section 8. Application of Loan Proceeds. The loan proceeds to be received under the
Agreement (the "Loan Proceeds") shall be held by the Lender and disbursed for costs of the
Project, as referred to in the preamble hereof. The Issuer shall keep a detailed and segregated
s
Page 809 of 865
Dubuque / 430411-19 / Series Res (Old Mill Phase II)
4936-9653-1061\3
accounting of the expenditure of, and investment earnings on, the Loan Proceeds to ensure
compliance with the requirements of the Code (as defined in the Master Resolution).
Section 9. Ratification of Master Resolution. All provisions of the Master
Resolution are hereby ratified and confirmed, and are incorporated herein and certain provisions
thereof are modified as applicable to the Series 2026 Bonds as provided herein.
Section 10. Rates and Charges; Independent Consultant. There have heretofore been
established as required by law, just and equitable fees, rates and charges for the use of the
services rendered by the System. As provided in Section 7.1 of the Master Resolution, so long as
the Series 2026 Bonds are outstanding and unpaid, the Net Revenues of the System shall be
sufficient in each Fiscal Year to (i) provide for 100% of the Maintenance Expenses of the
System, (ii) equal at least 110% of the Debt Service Requirement, (iii) enable the Issuer to make
all required payments, if any, into the Debt Service Reserve Fund, the Subordinate Bond Fund (if
any), and the Rebate Fund, (iv) enable the Issuer to accumulate an amount which, in the
judgement of the Council, is adequate to meet the costs of major renewals, replacements, repairs,
additions, betterments, and improvements to the System, necessary to keep the same in good
operating condition or as required by any governmental agency having jurisdiction over the
System, and (v) remedy all deficiencies in required payments into any of the funds and accounts
established under the Master Resolution or any Series Resolution.
Section 11. Equality of Lien on Net Revenues. As provided in the Master Resolution,
the timely payment of principal of and interest on the outstanding Series 2026 Bonds shall be
secured equally and ratably with other Senior Bonds by the Net Revenues of the System without
priority by reason of number or time of sale or delivery.
Section 12. Establishment of Funds; Series 2026 Bond Sinking Fund; Debt Service
Reserve Fund. The provisions of Article 6 of the Master Resolution, which provide for the
establishment of the Revenue Fund, the Operation and Maintenance Fund, the Bond Principal
and Interest Fund (the "Sinking Fund"), the Debt Service Reserve Fund, the Subordinate Bond
Fund, the Surplus Fund, and the Rebate Fund, are hereby ratified and confirmed.
Series 2026 Bond Sinking Fund. From and after the issuance of the Series 2026 Bonds
and as long as the Series 2026 Bonds are outstanding, the Issuer shall establish and maintain a
separate fund to be known as the Series 2026 Bond Sinking Fund. The Issuer shall transfer
amounts on deposit in the Revenue Fund into the Series 2026 Bond Sinking Fund for the
payment of interest and principal of the Series 2026 Bonds, on the 1st day of each month
commencing on the 1st day of the month immediately succeeding the date of issuance and
delivery of any of the Series 2026 Bonds in equal monthly amounts which, together with other
monthly amounts made pursuant hereto, will be sufficient to pay principal of and interest on the
Series 2026 Bonds due on the next succeeding date which principal of and/or interest on such
Series 2026 Bonds are due and payable. If for any reason the amount on deposit in the Series
2026 Bond Sinking Fund exceeds the required amount, the excess shall be forthwith withdrawn
therefrom by the Issuer and deposited into the Revenue Fund. If for any reason the amount on
deposit in the Series 2026 Bond Sinking Fund is less than the required amount, the deficit shall
forthwith be made up by the Issuer from available funds on deposit in the Revenue Fund as
provided in Section 6.5 of the Master Resolution.
6
Page 810 of 865
Dubuque / 430411-19 / Series Res (Old Mill Phase II)
4936-9653-1061\3
Money in the Series 2026 Bond Sinking Fund shall be used solely for the purpose of
paying principal of and interest on the Series 2026 Bonds as the same may become due and
payable.
Debt Service Reserve Fund. The provisions of Section 6.6 of the Master Resolution with
respect to the Debt Service Reserve Fund are hereby recognized. The Series 2026 Bonds shall
be issued as Senior SRF Bonds, and the Issuer shall not be required to make any payments into
the Debt Service Reserve Fund under the provisions of this Resolution. The Series 2026 Bonds
shall not be secured by or payable from amounts held in the Debt Service Reserve Fund, and the
holders of the Series 2026 Bonds shall have no rights against the Debt Service Reserve Fund so
long as any Senior Bonds secured by the Debt Service Reserve Fund remain outstanding.
Section 13. Investment of Funds. Section 6.11 of the Master Resolution contains
covenants relating to the investment of funds.
All income derived from such investments shall be credited to the fund from which such
investments were made. Such investments shall at any time necessary be liquidated and the
proceeds thereof applied to the purpose for which the respective fund was created.
Section 14. Restrictions on the Incurrence of Senior Bonds. As set forth in Section 8.3
of the Master Resolution, as amended, and Section 21 of the Series 2013 Note Resolutions, as
amended, bonds (including refunding bonds which do not meet the requirements of Section 8.2
of the Master Resolution) may also be issued on a parity with the Senior Bonds pursuant to a
Series Resolution, and the bonds so issued shall constitute Senior Bonds. Any Senior Bonds
shall not be entitled to priority or preference one over the other in the application of the Net
Revenues of the System, regardless of the time or times of the issuance of such Senior Bonds, it
being the intention of the Issuer that there shall be no priority among the Senior Bonds,
regardless of the fact that they may have been actually issued and delivered at different times.
The Issuer hereby reserves the right and privilege of issuing Senior Bonds without restriction.
Section 15. Covenants Regarding __Operation of the S, sue. Section 7.2 of the Master
Resolution contains covenants relating to operation of the System.
Section 16. Events of Default; Remedies The provisions of Article 10 of the Master
Resolution, which contain covenants relating to events of default and remedies, are hereby
ratified and confirmed with respect to the Series 2026 Bonds.
Section 17. Additional Covenants, Representations and Warranties of the Issuer;
Disposition of Proceeds. The Issuer certifies and covenants that the Issuer through its officers,
will (a) make such further specific covenants, representations and assurances as may be
necessary or advisable; (b) file such forms, statements and supporting documents as may be
required and in a timely manner; and (c) if deemed necessary or advisable by its officers, employ
and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such
compliance. Any and all of the officers of the Issuer and the System are hereby authorized and
directed to take any and all actions as may be necessary to comply with the covenants herein
contained.
Page 811 of 865
Dubuque / 430411-19 / Series Res (Old Mill Phase II)
4936-9653-1061\3
Section 18. Discharge and Satisfaction of Series 2026 Bonds. The provisions of
Section 9.1 of the Master Resolution, which contains covenants relating to the discharge and
satisfaction of Bonds, are hereby ratified and confirmed with respect to the Series 2026 Bonds.
Section 19. Resolution a Contract. The provisions of this Series Resolution shall
constitute a contract among the Issuer and the owners of the Series 2026 Bonds, and after the
issuance of the Series 2026 Bonds, no change, variation or alteration of any kind in the
provisions of this Series Resolution shall be made in any manner, except as provided in Section
22 or Section 23 hereof, until such time as the Series 2026 Bonds, and interest due thereon, shall
have been satisfied and discharged as provided in this Series Resolution.
Section 20. Modification of Resolution Not Requiring the Consent of Owners of
Series 2026 Bonds. The provisions of Section 11.1 of the Master Resolution, which contains
covenants relating to amendment of the Resolution without consent of the holders of the Series
2026 Bonds, are hereby ratified and confirmed with respect to the Series 2026 Bonds.
Section 21. Modification of Series Resolution Requiring Consent of Owners of Series
2026 Bonds. The provisions of Section 11.2 of the Master Resolution, which contains covenants
relating to amendment of the Resolution with the consent of the holders of the Series 2026
Bonds, are hereby ratified and confirmed with respect to the Series 2026 Bonds.
Section 22. Tax Exemption. It is the intention of the Issuer that interest on the Series
2026 Bonds be and remain excluded from gross income for federal income tax purposes pursuant
to the appropriate provisions of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations in effect with respect thereto (all of the foregoing herein referred to as the
Internal Revenue Code"). In furtherance thereof the Issuer covenants to comply with the
provisions of the Internal Revenue Code as they may from time to time be in effect or amended
and further covenants to comply with applicable future laws, regulations, published rulings and
court decisions as may be necessary to insure that the interest on the Series 2026 Bonds will
remain excluded from gross income for federal income tax purposes. Any and all of the officers
of the Issuer are hereby authorized and directed to take any and all actions as may be necessary
to comply with the covenants herein contained.
Section 23. Conflicting Provisions. All resolutions and orders or parts thereof in
conflict with the provisions of this resolution are, to the extent of such conflict, hereby repealed.
Section 24. Effective Date. This Series Resolution shall be in full force and effect
immediately upon its adoption and approval, as provided by law.
Page 812 of 865
Dubuque / 430411-19 / Series Res (Old Mill Phase 11)
4936-9653-1061\3
Section 25. Severability. If any section, paragraph, or provision of this Series
Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the remaining
provisions.
Adopted and approved this February 2, 2026.
ayor
Attest:
City Clerk
Dubuque / 430411-19 / Series Res (Old Mill Phase )
4936-96534061\3
STATE OF IOWA
DUBUQUE COUNTY SS:
CITY OF DUBUQUE
I, the undersigned, do hereby certify that I have in my possession or have access to the
complete corporate records of the City and of its City Council and officers and that I have carefully
compared the transcript hereto attached with the aforesaid corporate records and that the transcript
hereto attached is a true, correct and complete copy of all the corporate records in relation to the
authorization and approval of a certain Agreement and the issuance of $14,643,000 Sewer Revenue
Bonds, Series 2026 of the City evidencing the City's obligation under the Agreement and that the
transcript hereto attached contains a true, correct and complete statement of all the measures
adopted and proceedings, acts and things had, done and performed up to the present time with
respect thereto.
I further certify that no appeal has been taken to the District Court from the decision of the
City Council to enter into the Agreement or to issue the Series 2026 Bonds.
WITNESS MY HAND this 3rd day of Fr-61',lco , 2026.
City Clerk
10
Dubuque / 430411-19 / Series Res (Old Mill Phase 11)
4936-9653-1061\3
STATE OF IOWA
COUNTY OF DUBUQUE SS:
CITY OF DUBUQUE
I, the undersigned, City Clerk of the City of Dubuque, Iowa, do hereby certify that the City
did heretofore establish a Municipal Sanitary Sewer System (hereinafter referred to as the
System"), that the management and control of the System are vested in the City Council of the
City, and that no board of trustees exists which has any part of the control and management of
such System.
I further certify that there is not pending or threatened any question or litigation whatsoever
touching the establishment, improvement or operation of such System and that there are no bonds
or other obligations of any kind now outstanding which are payable from or constitute a lien upon
the revenues derived from the operation of such System, except for the City's outstanding Sewer
Revenue Capital Loan Notes, Series 2009A, dated January 14, 2009; Sewer Revenue Capital Loan
Notes, Series 2010A, dated January 13, 2010; Sewer Revenue Capital Loan Notes, Series 2010E, dated
August 18, 2010; Sewer Revenue Capital Loan Notes, Series 2013, dated April 19, 2013; Sewer
Revenue Capital Loan Notes, Series 2013B, dated May 20, 2013; Sewer Revenue Capital Loan Notes,
Series 2019, dated March 18, 2019; Sewer Revenue Capital Loan Notes, Series 2023A, dated March
3, 2023; Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024; Sewer Revenue Bond,
SRF Series 2025, dated February 7, 2025; and the Series 2026 Bonds currently being issued by the
City.
1^ I
WITNESS MY HAND this j day of F krkcw y , 2026. A
t a,14 City
Clerk
EXHIBIT A
Form of Series 2026 Bond
UNITED STATES OF AMERICA
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SEWER REVENUE BOND, SERIES 2026
No. R-1 $14,643,000
RATE MATURITY DATE BOND DATE
2.90% June 1, 2046 February 20, 2026
The City of Dubuque (the "City"), in Dubuque County, State of Iowa, for value received,
promises to pay from the source and as hereinafter provided, on the maturity date of this Bond to
IOWA FINANCE AUTHORITY
or registered assigns, the principal sum of
FOURTEEN MILLION SIX HUNDRED FORTY-THREE THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and December 1
of each year, commencing June 1, 2026, and principal shall be due and payable in installments in the
amounts shown on the Principal Payment Schedule, attached hereto as Exhibit A, on June 1, 2027,
and annually thereafter on June I in each year until the principal and interest are fully paid, except
that the final installments of the entire balance of principal and interest, if not sooner paid, shall
become due and payable on June 1, 2046. Interest shall be computed on the basis of a 360-day year
of twelve 30-day months.
The City Clerk shall act as Registrar and Paying Agent and may be hereinafter referred to as
the "Registrar" or the "Paying Agent."
Payment of the principal of and interest on this Bond and premium, if any, shall be payable at
the office of the Paying Agent to the registered owners thereof appearing on the registration books of
the City at the addresses shown on such registration books. All such payments, except full
redemption, shall be made to the registered owners appearing on the registration books at the close of
business on the fifteenth day of the month next preceding the payment date. Final payment of
principal shall only be made upon surrender of this Bond to the Paying Agent.
This Bond is one of a series of bonds (the "Bonds") issued by the City to evidence its
obligation under a certain Loan and Disbursement Agreement, dated the date hereof (the
Agreement") entered into by the City for the purpose of providing funds to pay a portion of the cost
of planning, designing and constructing improvements and extensions (the "Project") to the
Municipal Sanitary Sewer System of the City (the "System").
A-1
4936-9653-1061\3
Page 816 of 865
The Bonds are issued pursuant to and in strict compliance with the provisions of
Sections 384.24A and 384.83 of the Code of Iowa, 2025, and all other laws amendatory thereof and
supplemental thereto, and in conformity with a certain master resolution, adopted on December 15,
2008, and a certain series resolution, adopted on February 2, 2026, authorizing and approving the
Agreement and providing for the issuance and securing the payment of the Bonds (together, the
Resolutions"), and reference is hereby made to the Resolutions and the Agreement for a more
complete statement as to the source of payment of the Bonds and the rights of the owners of the
Bonds.
The Bonds shall be subject to optional redemption by the City at a price of par plus accrued
interest (i) on any date with the prior written consent of the Iowa Finance Authority, or (ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any optional redemption of
the Bonds by the City may be made from any funds regardless of source, in whole or from time to
time in part, in inverse order of maturity upon not less than thirty (30) days' notice of redemption by
e-mail, facsimile, certified or registered mail to the Iowa Finance Authority (or any other registered
owner of the Bonds). The Bonds are also subject to mandatory redemption as set forth in Section 5
of the Agreement.
The Bonds are not general obligations of the City but, together with the City's outstanding
Sewer Revenue Capital Loan Notes, Series 2009A, dated January 14, 2009; Sewer Revenue Capital
Loan Notes, Series 2010A, dated January 13, 2010; Sewer Revenue Capital Loan Notes, Series
2010E, dated August 18, 2010; Sewer Revenue Capital Loan Notes, Series 2013, dated April 19,
2013; Sewer Revenue Capital Loan Notes, Series 2013B, dated May 20, 2013; Sewer Revenue
Capital Loan Notes, Series 2019, dated March 18, 2019; Sewer Revenue Capital Loan Notes, Series
2023A, dated March 3, 2023; Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024;
Sewer Revenue Bond, SRF Series 2025, dated February 7, 2025; and any additional obligations as
may be hereafter issued and outstanding from time to time ranking on a parity therewith under the
conditions set forth in the Resolutions, are payable solely and only out of the future Net Revenues (as
defined in the Resolutions) of the System of the City, a sufficient portion of which has been ordered
set aside and pledged for that purpose. This Bond is not payable in any manner by taxation, and
under no circumstances shall the City be in any manner liable by reason of the failure of the said Net
Revenues to be sufficient for the payment of this Bond and the interest thereon.
This Bond is fully negotiable but shall be fully registered as to both principal and interest in
the name of the owner on the books of the City in the office of the Registrar, after which no transfer
shall be valid unless made on said books and then only upon presentation of this Bond to the
Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the
assignment form hereon completed and duly executed by the registered owner or the duly authorized
attorney for such registered owner.
The City, the Registrar and the Paying Agent may deem and treat the registered owner hereof
as the absolute owner for the purpose of receiving payment of or on account of principal hereof,
premium, if any, and interest due hereon and for all other purposes, and the City, the Registrar and
the Paying Agent shall not be affected by any notice to the contrary.
And It Is Hereby Certified, Recited and Declared that all acts, conditions and things required
to exist, happen and be performed precedent to and in the issuance of the Bonds have existed, have
happened and have been performed in due time, form and manner, as required by law, and that the
issuance of the Bonds does not exceed or violate any constitutional or statutory limitation or
provision.
4936-9653-1061\3
Page 817 of 865
IN TESTIMONY WHEREOF, the City of Dubuque, Iowa, has caused this Bond to be
executed by its Mayor and attested by its City Clerk, all as of the Bond Date.
CITY OF DUBUQUE, IOWA
By (Do Not Sign)
Mayor
Attest:
Do Not Sign)
City Clerk
On the back of each Bond the following certificate shall be executed with the duly
authorized signature of the City Treasurer)
STATE OF IOWA
DUBUQUE COUNTY SS: CITY TREASURER'S CERTIFICATE
CITY OF DUBUQUE
The original issuance of the Bonds, of which this Bond is a part, was duly and properly
recorded in my office as of the Bond Date.
Do Not Sign)
City Treasurer
Em
4936-9653-1061\3
Page 818 of 865
ABBREVIATIONS
The following abbreviations, when used in this Bond, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
TEN - as joint tenants with
right of survivorship and
not as tenants in common
UTMA
Custodian)
As Custodian for
Minor)
under Uniform Transfers to Minors Act
State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
For valuable consideration, receipt of which is hereby acknowledged, the undersigned
assigns this Bond to
Please print or type name and address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
and does hereby irrevocably appoint , Attorney, to transfer this
Bond on the books kept for registration thereof with full power of substitution.
Dated:
Signature guaranteed:
Signature(s) must be guaranteed by an eligible
guarantor institution which is a member of a
recognized signature guarantee program.
NOTICE: The signature to this Assignment
must correspond with the name of the
registered owner as it appears on this Bond in
every particular, without alteration or
enlargement or any change whatever.
4936-9653-1061\3
Page 819 of 865
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Date Date
June 1 Amount June I Amount
2027 536,000 2037 732,000
2028 554,000 2038 755,000
2029 571,000 2039 779,000
2030 589,000 2040 803,000
2031 608,000 2041 828,000
2032 627,000 2042 855,000
2033 646,000 2043 882,000
2034 667, 000 2044 909, 000
2035 688,000 2045 938,000
2036 709,000 2046 967,000
Em
4936-9653-1061\3
Page 820 of 865
bliss
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1:
LOAN AND DISBURSEMENT AGREEMENT
$14,643,000 SEWER REVENUE BONDS
This Loan and Dis bursement Agreement (the "Agreement") is made and entered into as
of February 20, 2026, by and between the City of Dubuque, Iowa (the "Participant") and the
Iowa Finance Authority, an agency and public instrumentality of the State of Iowa (the "Issuer").
WHEREAS, the I ss uer, in cooperation with the Iowa Department of Natural Resources
(the "Department"), is authorized to undertake the creation, administration and financing of the
Iowa Water Pollution Control Works Financing Program (the "Program") established in the
Code of Iowa, Sections 16.131 through 16.135 and Sections 455B.291 through 455B.299,
including, among other t hings, th e making of loans to Iowa municipalities for purposes of the
Program; and
WHEREAS , the Paiticipant desires to participate in the Program as a means o f financing
all or part of th e construction of certain wastewater treatment facilities serving th e Participant
and its residents; and
WHEREAS, to assist in financing the Project (defined herein), the Is suer desires to make
a loan to the Participant in the amount set forth in Section 2 hereof;
NOW, THEREFORE, th e parties agree as follows:
Section 1. Definitions. In addition to other definitions set forth herein, the following
terms as used in this Agreement shall, unless the context clearly requires otherwise, have the
following meanings:
(a) "Bonds" shall mean any State Revolving Fund Revenue Bonds that were
or in the future are issued by the Issuer for the purpose of providing moneys to finance
the Loan to the Participant.
(b) "Code" shall mean the Internal R evenue Code of 1986, as amended, and
all lawfully promulgated regulations thereunder.
( c) "Project" shall mean the particular construction activities approved by the
Department and being undertaken by the Participant with respect to its Wastewater
Treatment System, as described in the Resolution.
(d) "Regulations" shall mean the administrative rules of the Department
relating to the Program, set forth in Title 567, Chapter 90 of the Iowa Administrative
Code, and the administrative rules of the Issuer relating to the Program set forth in Title
265, Chapter 26 of the Iowa Administrative Code.
Page 831 of 865
4917-5701-5834\2
MATERIAL EVENT NOTICE
March 2, 2026
City of Dubuque, Iowa
To the holders of the Bonds (as listed and defined in the following table):
Series Base CUSIP Maturities (June 1)
Sales Tax Increment Revenue Bonds (Unlimited Property Tax Supported),
Second Lien Series 2014
264037 2026 to 2029
Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax
Supported), Senior Bonds Series 2015A
264037 2026 to 2031
General Obligation Bonds, Series 2016A 263868 2026 to 2035
General Obligation Refunding Bonds, Series 2016B 263868 2026 to 2028
General Obligation Bonds, Series 2016C 263868 2026 to 2035
General Obligation Bonds, Series 2017A 263868 2026 to 2030
General Obligation Urban Renewal Refunding Bonds, Series 2017B 263868 2026 to 2030
Taxable General Obligation Urban Renewal Refunding Bonds, Series 2017C 263868 2026 to 2030
General Obligation Bonds, Series 2018A 263868 2026 to 2031
Taxable General Obligation Refunding Bonds, Series 2018B 263868 2026 to 2026
General Obligation Bonds, Series 2019A 263868 2026 to 2039
Taxable General Obligation Bonds, Series 2019B 263868 2026 to 2027
General Obligation Refunding Bonds, Series 2019C 263868 2026 to 2032
General Obligation Bonds, Series 2021A 263868 2026 to 2041
Taxable General Obligation Bonds, Series 2021B 263868 2026 to 2036
General Obligation Bonds, Series 2022A 263868 2026 to 2042
Taxable General Obligation Bonds, Series 2022B 263868 2026 to 2042
Taxable General Obligation Corporate Purpose Bonds, Series 2023A 263868 2026 to 2043
General Obligation Corporate Purpose Bonds, Series 2025A 263868 2026 to 2044
Taxable General Obligation Corporate Purpose Bonds, Series 2025B 263868 2026 to 2044
Taxable General Obligation Urban Renewal Bonds, Series 2025C 263868 2029 to 2044
Water Revenue Refunding Bonds, Series 2021C 264057 2026 to 2030
This material event notice is being sent to the Municipal Securities Rulemaking Board (the “MSRB”) via the
Electronic Municipal Market Access (“EMMA”) system pursuant to the Securities and Exchange Commission Rule
15c2-12(b)(5)(i)(C) (the “Rule”) and the Issuer’s continuing disclosure undertaking(s).
NOTICE IS HEREBY GIVEN to the owners and holders of the Issuer’s outstanding debt that the Issuer entered into
a Loan and Disbursement Agreement dated February 20, 2026, with the Iowa Finance Authority (the “Authority”)
pursuant to the Authority’s State Revolving Fund Program. A copy of the executed agreement, which evidences the
financial obligation, is attached hereto.
( e) "Resolution" shall mean the resolution of the City Council of the
Participant providing for the authorization and iss uance of the Revenue Bond, attached
hereto as Exhibit B, adopted on February 2, 2026, approving and authorizing the
execution of this Agreement and the issuance of the Revenue Bond (as defined herein).
(f) "Wastewater Treatment System" shall mean the wastewater treatment
system of the Participant, all facilities being used in conjunction therewith and all
appurtenances and extensions thereto, including but not limited to the wastewater
treatment system project which the Participant is financing under this Agreement.
Section 2. Loan ; Purchase of Revenue Bond. The I ss uer agrees to purchase a duly
authorized and issued sewer revenue bond or capital loan note of the Participant (the "Revenue
Bond") in order to make a loan to the Participant, and will disburse proceeds as set forth herein.
The Participant agrees to borrow and accept from the I ssuer, a loan in the principal amount of
$14,643,000 (the "Loan").
The Participant shall use the proceeds of the Loan strictly (a) to finance a portion of the
costs of construction of the Project and (b ), where applicable, to reimburse the Participant for a
portion of the costs of the Project, which portion was paid or incurred in anticipation of
re imbursement through the Program and which is e ligible for such reimbursement unde r and
pursuant to the Regu lations and the Code.
Section 3. Disbursements. Proceeds of the Loan shall be made available to the
Participant in the form of one or more periodic disbursements as provided in this Section. The
Issue r th e reaft e r shall make disbursem ents of a portion of t he Loan for payment of costs of the
Project upon receipt of the following:
(a) a completed payment request on a form acceptable to and available from
the Issuer;
(b) current construction payment es timates;
( c) engineering serv ice statements;
(d) purchase orders or invoices for items not included within other contracts;
and
(e)
incurred.
evidence that th e costs for which th e disbursement is requested have been
Solely w ith respect to the request for the final disbursement of proceeds of the Loan, the
Participant shall su bmit to the I ssuer (via the Department), in addition to items (a) through (e)
above, a certification of completion and acceptance of the Proj ect by the Pa rticipant or evidenc e
of an acceptab le settle ment if the Project is subject to a dispute between the Participant and any
contractor.
2
Page 832 of 865
Disbursements shall be made in a time ly fashion following the receipt of the information
as set forth above. Unless otherwise agreed to in writing by the I ssuer, fund s s hall be payab le to
the Participant via automated clearinghouse system transfer to the account specified by the
Participant.
Section 4. Completion of Proj ect. The Participant covenants and agrees (i) to
exercise its best efforts in accordance with prudent wastewater treatment utility practices to
complete the Project; and (ii) to provide from its own fiscal resources all monies, in excess of the
total amount of Loan proceeds it receives under the Agreement, required to complete the Project.
Section 5. Repaym e nt of Loan; Issuance of Reven ue Bonds. The Participant's
obligation to repay the Loan and interest thereon shall be evidenced by the Revenue Bond in the
principal amount of the Loan, complying in all material respects with the Regulations and being
in substantially the form set forth in the Resolution, which Resolution is attached hereto as
Exhibit B. The Revenue Bond sha]l be de livere d to the Issuer as the original purchase r and
regi stered holder thereof at the closing of the Loan. The Reve nue Bond shall be accompanied by
a legal opinion of bond counsel, in form satisfactory to the Issuer, to evidence the legality,
security position and tax-exempt status of interest on the Revenue Bond. The parties agree that a
payment of principal of or interest on the Revenue Bond shall be d eem ed to be a payment of the
same on the Loan and a payment of princ ipal of or interest on the Loan shall be deemed to be a
payment of the same on the Revenue Bond. Unless otherwise agreed to in writing by the Issuer,
all payments of principal and interest due under the Loan shall be made via automated
clearinghouse transfer, from an account specified by the Participant.
The Revenue Bond shall be dated the date of delive ry to the Issuer, with interest and the
Servicing Fee (together, the "Interest Rate" as set forth in Section 6 hereof) payable
semiannually on June 1 and December 1 of each year (unless the resolution authorizing a
previous series of outstanding bonds on a parity with the Revenue Bond requires interest to be
paid on other interest payment dates, in which case s uch other dates shall app ly) from the date of
each disbursement of a part o f the Loan from the Issuer to the Participant (which are initially
expected to be on approximately the dates set forth on Exhibit A attached hereto and
incorporated here in). The first repayment of principal of th e Loan shall be due and payable not
later than one year after s ub stantial completion of the Project and payments of principal, interest
and the Servicing Fee shall continue thereafter until the Loan is paid in full. Following the final
disbursement of Loan proceeds to the Participant, Exhibit A shall be adjusted by the Issuer, with
the approval of th e Participant, based upon actual disbursements to th e Participant under the
Agreement. Such revised Exhibit A thereafter shall be deemed to be incorporated herein by
reference and made a part hereof and shall supersede and replace that initially attached hereto
and to the Revenue Bond.
The Revenue Bond shall be subject to optional redemption by the Participant at a price of
par plus accrued interest (i) on any date upon receipt of written consent by the Issuer, or (ii) in
the event that all or substantially all of the Project is damaged or destroyed. Any such optional
redemption of the Revenue Bond by the Participant may be made from any funds regardless of
source, in whole or from time to time in pat1, upon not less than thirty (30) days' notice of
3
Page 833 of 865
redemption by e-mail , facsimile, certified or registered mail to the Issuer ( or any other registered
owner of the Revenue Bond). The Revenue Bond is also subject to mandatory redemption in the
event the costs of the Project are less than initially projected, in which case the amount of the
Loan shall be reduced to an amount equal to the actual Project costs disbursed. The Participant
and the Issuer agree that following such adjustment, the principal amount due under the Revenue
Bond shall be automatically reduced to equal the principal amount of the adjusted Loan.
The Revenue Bond and the interest thereon and any additional obligations as may be
hereafter issued and outstanding from time to time under the conditions set forth in the
Resolution shall be payable solely and only from the Net Revenues (as defined in the Resolution)
of the Wastewater Treatment System of the Participant, a sufficient portion of which has been
and shall be ordered set aside and pledged for such purpose under the provisions of the
Resolution. Neither this Agreement nor the Revenue Bond is a general obligation of the
Participant, and under no circumstance shall the Participant be in any manner liable by reason of
the failme of the aforesaid Net Revenues to be sufficient to pay the Revenue Bond and the
interest thereon or to otherwise discharge the Participant's obligation hereunder.
Section 6. Interest Rate, Initiation Fee and Servicing Fees. (a) The Participant agrees
to pay to the Issuer, as additional consideration for the Loan, a loan initiation fee (the "Jnitiation
Fee") equal to one-half of one percent (0.50%) of the amount of the Loan (but not to exceed
$100,000.00) ($72,850), which shall be due and payable on the date of this Agreement. Unless
the Issuer shall be otherwise notified by the Participant that the Participant intends to pay such
Initiation Fee from othe r funds, and has received such other funds from the Participant on the
date hereof, the I ssuer shall be authorized to deduct the full amount of the Initiation Fee from the
proceeds of the Loan being made hereunder, and such deduction by the Issuer shall be deemed to
be an expenditure by the Participant of the Loan proceeds.
(b) The Participant agrees to pay a Loan servicing fee (the "Servicing Fee") to the Issuer
in an amount equal to 0.25% per annum of the principal amount of the Loan outstanding. The
Servicing Fee shall be paid as described in Section 5 and Section 6( c) hereof.
(c) The Loan shall bear interest at 2.90% per annum (the "Rate"). As described in
Section 5, payments hereunde r shall be calculated based on the Rate plus the Servicing Fee (such
3.15%, the "Interest Rate").
Section 7. Compliance with Applicable Laws, Performance Under Loan Agreement:
Rates. The Participant covenants and agrees (i) to comply with all applicable State of Iowa and
federal laws, rules and regulations (including but not limite d to the Re gulations), judicial
decisions, and executive orders in the performance of the Agreement and in the financing ,
construction, operation, maintenance and use of the Project and the Wastewater Treatment
System; (ii) to maintain its Wastewater Treatment System in good repair, working order and
operating condition; (iii) to cooperate with the lssuer in the observance and p erfom1ance of their
respective duties, covenants, obligations and agreements under the Agreement; (iv) to comply
with all terms and conditions of the Resolution; and (v) to establish, levy and collect rents, rates
and other charges for the products and services provided by its Wastewater Treatment System,
4
Page 834 of 865
which rents, rates and other charges shall be at least sufficient (A) to meet the operation and
maintenance expenses of such Wastewater Treatment System, (B) to produce and maintain Net
Revenues at a level not less than 110% of the amount of principal and interest on the Revenue
Bond and any other obligations secured by a pledge of the Net Revenues falling due in the same
year, (C) to comply with all covenants pertaining th ereto contained in, and all other provisions
of, any bond resolution, trust indenture or other security agreement, if any, relating to any bonds
or other evidences of indebtedness issued or to be issued by the Participant, (D) to pay the debt
service requirements on any bonds, notes or other evidences of indebtedness, whether now
outstanding or incurred in th e future, secured by such revenues or other receipts and issued to
financ e improvements to the Wastewater Treatment System and to make any other payments
required by the laws of the State of Iowa, (E) to generate funds sufficient to fulfill the terms of
all other contracts and agreements made by the Participant, including, without limitation, the
Agreement and the Revenue Bond and (F) to pay all other amounts payable from or constituting
a lien or charge on the operating revenues of its Wastewater Treatment System.
Section 8. Exclusion of Interest from Gross Income. Unless otherwise agreed to by
the Issuer in writing, the Participant covenants and agrees as follows:
(a) The Participant shall not take any action or omit to take any action which
would result in a loss of the exclusion of the interest on the Bonds from gross income for
federal income taxation as that status is governed by Section 103(a) of the Code.
(b) The Participant shall not take any action or omit to take any action, which
action or omission would cause its Revenue Bond or the Bonds (assuming solely for this
purpose that the proceeds of the Bonds loaned to the Participant represent all of the
proceeds of the Bonds) to be "private activity bonds" within the meaning of Section
141 (a) of the Code. Accordingly, unless the Participant receives the prior written
approval of the Is suer, the Participant shall not (A) permit any of th e proceeds of the
Bonds loaned to the Partic ipant or the Project financed with such proceeds to be used,
either directly or indirectly, in any manner that would constitute "private business use"
within the meaning of Section 141 (b )( 6) of the Code, taking into account for this purpose
all such use by persons other than governme ntal units on an aggregate basis, (B) use,
either directly or indirectly, any of the proceeds of the Bonds loaned to the Participant to
make or finance loans to persons other than governmental units (as such term is used in
Section 141 ( c) of the Code) or (C) use, either directly or indirectly, any of the proceeds of
the Bonds loaned to th e Participant to acquire any "non-governmental output property"
within the meaning of Section 141 ( d)(2) of the Code.
(c) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds ( or amounts replaced with such proceeds) or any other funds or
take any action or omit to take any action , which use or action or omission would
( assuming solely for this purpose that the proceeds of the Bonds loaned to the Participant
represent all of the proceeds of the Bonds) c ause the Bonds to be "arbitrage bonds"
within the meaning of Section 148( a) of the Code.
5
Page 835 of 865
( d) The Participant shall not directly or indirectly use or pennit the use of any
proceeds of the Bonds to pay the principal of or interest on any issue of State or local
governmental obligations ("refinancing of indebtedness") unless the Paiiicipant shall
establish to the satisfaction of the Issuer that such refinancing of indebtedness will not
adversely affect the exclusion from gross income of interest on the Bonds for federal
income tax p urposes and the Participant delivers a n opinion to such effect of bond
counsel acceptable to the Issuer.
( e) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to reimburse the Participant for any portion of the cost of the
Project unless such cost was paid o r incurred by the Participant in ant ic ip ation of
reimbursement from the proceeds of the Bonds or other State or local governmental
borrowing in accordance with the Code, published rulings of the Internal Revenue
Service and the Regulations.
(f) The Participant sha ll not use the proceeds of the Bonds (assuming sole ly
for this purpose that the proceeds of the Bonds loaned to the Participant represent all of
the proceeds of the Bonds) in any manner which would cause the Bonds to be "federally
guaranteed" within the meaning of Section 149(b) of the Code or "hedge bonds" within
the meaning of Section l 49(g) of the Code.
(g) The Participant shall comply with all provisions of the Code relating to the
rebate of any profits from arbitrage attributable to the Participant, and shall indemnify
and hold the Issuer harmless therefrom.
Section 9 . Insurance; Audits; Disposal of Property. The Pa1iicipant covenants and
agrees (a) to maintain insurance on, or to self-insure, the insurable portions of the Wastewater
Treatment System of a kind and in an amount which normally would be carried by private
companies e ngaged in a similar type of business, (b) to keep proper books a nd accounts adapted
to the Wastewater Treatment System, showing the comp lete and correct entry of a ll transactions
relating thereto, and to cause said books and accounts to be audited or examined by an
independent auditor or the State Auditor (i) at such times and for such periods as may be
required by the federal Single Audit Act of 1984, 0MB Circular A-133 or State law, and (ii) at
such other times and for such other periods as may be requested at any time a nd from time to
time by the Issuer (which requests may require an audit to be performed for a period that would
not otherwise be required to be audited under State law), and ( c) unless the Participant has
received a wa iver and consent from the Issuer, it shall not sell, lease or in any manner dispose of
the Wastewater Treatment System, or any capita l part thereof, including any and all extensio ns
and additions which may be made thereto, until the Revenue Bond shall have been paid in full or
otherwise discharged as provided in the Resolution; provided, however, that the Participant may
dispose of any property wh ich in the judgment of its governing body is no lo nger useful or
profitable to use in connection with the operation of the Wastewater Treatment System or
essential to the continued operation thereof.
6
Page 836 of 865
Section l 0. Maintenance of Documents; Access. The Participant agrees to mai ntain
its project accounts in accordance w ith generall y accepted accounting principles ("GAAP") as
issued by the Governmental Accounting Standards Board, including GAAP req uirements
relating to the reporting of infrastructure assets.
The Participant agrees to permit the I ssuer or its duly authorized representative access to
all files a nd docu ments re latin g to the Project for purposes of conductin g a udits a nd reviews in
accordance with any of the Regulations.
Section 11. Continuing Disclosure. As a means of enabl ing the Issuer to comply with
the "continuing disclosure" requirements set forth in Rule l 5c2-l 2 (the "Rule") of the Securities
and Exchange Commission, the Participant agrees, during the term of the Loan, but only up on
written notification from the Issuer to the Participant that this Section 11 appl ies to such
Participant for a particular fiscal year, to provide the Issuer with (i) the comprehensive audit
report of the Partic ipant, prepared and certified by an independent auditor o r the State Auditor, or
unaudited financial in formation if the audit is not ava il abl e, not later t han 180 days after the end
of each fisca l year for which this section app lies and (ii ) such other information and operating
data as the Issuer may reasonably request from time to time with respect to the Wastewater
Treatment System, the Project or th e Participant.
The Participant hereby consents to the inclusion of all or any portio n of the foregoing
information and materials in a public fi ling made by the I ssuer under the Rule. The Participant
agrees to indemnify and hold harmless the Issuer, and its officers, directors, employees and
agents fro m and against any and all claims, damages, losses, liabilities, reasonable costs and
expenses whatsoever (including attorney fees) which such inde mnified party may incur by
reason of or in connection with the disclosure of infonnation permitted und er this Section;
provided that no such indemnification shall be required for any claims, damages, losses,
liab il.i t ies, costs or expenses to th e extent, but on ly to the extent, caused by the w illful
misconduct or gross negligence of the Issuer in the disclosure of s uch information.
Section 12. Events of Default. If any one or more of the fo llowing events occur, it is
hereby defined as and declared to constitute an "Event of Default" under this Agreement:
(a) Failure by th e Participant to pay, or cause to be paid, any Loan repayment
(includ ing the Servicing Fee) required to be paid under this Agreement when due, which
fa ilure shall continue for a period of fifteen (15) days.
(b) Failure by the Participant to make, or cause to be made, any required
payments of prin cipal, redemption p remium , if any, and inte rest on any bonds, notes or
other obligations of the Participant ( other t han the L oan and the Revenue Bond), the
payment of which are secured by operating revenues of the Wastewater Treatment
System.
(c) Fai lure by the Participant to observe and perfonn any duty, covenant,
obl igation or agreement on its part to be observed or performed under the Agreem ent or
7
P age 837 of 865
the Resolution, other than the obligation to make Loan repayments, which failure shall
continue for a period of thirty (30) days after written notice, specifyin g such fa ilure and
requesting that it be remedied, is g iven to the Participant by the Issuer, unless the Issuer
shall agree in writing to an extension of such time prior to its expiration or the failure
stated in such notice is correctable but cannot be corrected in the applicable period, in
which case the Issuer may not unreasonably withhold its consent to an extension of such
time up to one hundred twenty (120) days from the delivery of the written notice referred
to above if corrective action is commenced by the Participant within the applicable period
and diligently pursued until the Event of Default is corrected.
Section 13. Remedies on Default. W henever an Event of Default sha ll have occurred
and be continuing, the Issuer shall have the right to take any action authorized under the
Regulations, the Revenue Bond or this Agreement and to take whatever other action at law or
equity may appear necessary or desirable to coll ect the amounts then due and thereafter to
become due under the Agreement or to enforce the performance and observance of any duty,
covenant, obligation or agreement of the Participant under the Agreement or the Resolution.
Section 14. Amendments. This Agreement may not be amended, supplemented or
modified except by a writing executed by a ll of the parties hereto.
Section 15. Termination. The Paiiicipant understands and agrees that the Loan may
be terminated at the option of the I ssuer if construction of the Project has not commenced within
one year of the date of execution of this Agreement, all as set forth in the Regulations.
Section 16. Rule of Construction. This Agreement is executed pursuant to the
provisions of Sectio n 384.24A of the Code of Iowa and shall be read and construed as
conforming to all provisions and requirements of that statute.
In the event of any inconsistency or conflict between the terms and conditions of the
Revenue Bond and this Agreement or the Regulations, the parties acknowledge and agree that
the terms of t hi s Agreement or the Regulations, as the case may be, shall take precedence over
any such terms of the Revenue Bond and shall be controlling, and that the payment of principal
and interest on the Loan shall at all times conform to the schedule set forth on Exhibit A, as
adjusted, and the Regulations.
Section 17. Federal Requirements. The Participant agrees to comply w ith all
applicable federal requirements including, but not limited to , Davis-Bacon wage requirements
and the requirements relating to the use of American iron and steel products.
Section 18. Application of Uniform Electronic Transactions Act.
The Issuer and the Participant agree this Agreement and a ll documents related thereto
and referenced herein may be entered into and provided for pursuant to and in accordance with
Chapter 554D of the Code of Iowa.
8
Page 838 of 865
1N WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
CITY OF DUBUQUE, IOWA
Attest:
[P articipant Signature Page to LD A]
IN WITNESS WHEREOF, I have hereunto affixed my signature a ll as of the date first
above written.
IOWA FINANCE AUTHORITY
By: ------------
Its:
[IF A Signature Page to LDA]
Page 840 of 865
EXHIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
Page 841 of 865
Estimated Amortization Schedule
City of Dubuque
Sewer Revenue Bon d
CS1921034 (2 )
Loan summarv Estim ated Draw Sch edul e SRF g Date Loan Closin
Fi nal Disbursemen
Final Maturit
Loan Period in
T otal Loa ned A
0 .5% lnitiatio
Net Proceeds to Bo
Annua l lnteres
Total In
Servicing Fe
Total Servici ng
Total Loan
t Date
y Date
Years
mount
n Fee
rrower
t Rate
terest
e Rate
Fees
Costs
Paym e nt Begin ning
Date Balance
Jun 1, 2026 2,986,880.00
Dec 1, 2026 11 ,728,970 .00
Jun 1, 2027 14,643,000.00
Dec 1, 2027 14,107,000.00
Jun 1, 2028 14 ,107,000.00
Dec 1, 2028 13,553,000.00
Jun 1, 2029 13,553,000.00
Dec 1, 2029 12,982,000.00
Jun 1, 2030 12,982,000.00
Dec 1, 2030 12,393,000.00
Jun 1, 2031 12,393 ,000.00
Dec 1, 2031 11 ,785,000.00
Jun 1, 2032 11 ,785,000.00
Dec 1, 2032 11,158,000 .00
Jun 1, 2033 11 ,158,000.00
Dec 1, 2033 10,512,000.00
Jun 1, 2034 10,512,000.00
Dec 1, 2034 9,845,000.00
Jun 1, 2035 9,845,000.00
Dec 1, 2035 9,157,000.00
Jun 1, 2036 9,157,000.00
Dec 1, 2036 8,448,000.00
Jun 1, 2037 8,448,000.00
Dec 1, 2037 7 ,716,000.00
Jun 1, 2038 7,716 ,000.00
Dec 1, 2038 6 ,961 ,000.00
Jun 1, 2039 6 ,961 ,000.00
Dec 1, 2039 6 ,182,000.00
Jun 1, 2040 6, 182,000.00
Dec 1, 2040 5 ,379 ,000.00
Jun 1, 2041 5 ,3 79,000.00
Dec 1, 2041 4 ,551 ,000.00
Jun 1, 2042 4,551 ,000.00
Dec 1, 2042 3 ,696,000.00
Jun 1, 2043 3,696,000.00
Dec 1, 2043 2 ,8 14,000.00
Jun 1, 2044 2,814 ,000.00
Dec 1, 2044 1,905,000.00
Jun 1, 2045 1,905,000.00
Dec 1, 2045 967,000.00
Jun 1, 2046 967 ,000.00
As of 1/27/2026
Feb 20, 2026
Jan 1, 2027
Jun 1, 2046
20
$ 14 ,643,000.00
72,850.00
$ 14,570,150.00
2.90%
$ 4 ,829,200.63
0.25%
$ 416,310.40
$ 5 ,3 18,361.03
Principal
0.00
536,000.00
554,000.00
571,000.00
589,000.00
608,000.00
627,000.00
646,000.00
667,000.00
688,000.00
709,000.00
732,000.00
755,000.00
779,000.00
803,000.00
828,000.00
855,000.00
882,000.00
909,000.00
938,000.00
967,000.00
Initiation Fee -
P & D Payoff -
Estimated Draw # 1-
Estimated Draw #2-
Estimated Draw #3-
Estimated Draw #4-
Estimated Draw #5-
Estimated Draw #6-
Estimated Draw #7-
Estimated Draw #8-
Estimated Draw #9-
Estimated Draw # l 0-
Total L
Servicing
Interest Fee
19,958.87 1,720.59
130,750.90 11 ,271.63
209,271 .86 18,040.68
204,551 .50 17,633.75
204,551 .50 17,633.75
196,518.50 16,941.25
196,518.50 16,941.25
188,239.00 16,227.50
188,239.00 16,227.50
179,698.50 15,491 .2 5
179,698.50 15,491.25
170,882.50 14,731.25
170,882.50 14,731.25
161,791 .00 13,947.50
161 ,791 .00 13,947.50
152,424.00 13,140.00
152,424.00 13,140.00
142,752.50 12 ,306.25
142,752.50 12,306.25
132,776.50 11,446.25
132,776.50 11,446.25
122,496.00 10,560.00
122,496.00 10,560.00
111 ,882.00 9,645.00
111 ,882.00 9,645.00
100,934.50 8,701.25
100,934.50 8,701.25
89 ,639.00 7,727.50
89 ,639.00 7,727.50
77,995.50 6,723.75
77 ,995.50 6,723.75
65 ,989.50 5,688.75
65 ,989.50 5,688.75
53,592.00 4,620.00
53,592.00 4,620.00
40 ,803.00 3,517.50
40 ,803.00 3,517.50
27 ,622.50 2,381.25
27 ,622.50 2,381.25
14,02 1.50 1,208.75
14,021.50 1,208.75
Feb 20, 2026
Feb 20, 2026
Feb 20, 2026
Mar 27, 2026
May 1, 2026
Jun 5, 2026
Jul 10, 2026
Aug 14, 2026
Sep 18, 2026
Oct 23, 2026
Nov 27, 2026
Jan 1, 2027
oaned Amount
Total Loan
Payment
21 ,679.46
142,022.53
763,312.54
222,185.25
776,185.25
2 13,459.75
784,459.75
204,466.50
793,466 .50
195,189.75
803,189.75
185,613.75
812,613.75
175,738 .50
82 1,738.50
165,564.00
832,564.00
155,058.75
843,058.75
144,222 .75
853,222.75
133,056.00
865,056.00
121,527.00
876,527.00
109,635.75
888,635.75
97,366.50
900,366.50
84,7 19.25
912,719.25
71 ,678.25
926,678.25
58,2 12 .00
940,212.00
44,320.50
953,320.50
30,003.75
968,003.75
15 ,230.25
982,230 .25
72,850.00
-
1,457,015.00
1,457,015.00 STATE
REVOLVING FUND
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
1,457,015.00
14,643,000.00
Total Annual Debt End ing
Service Balance
21,679.46 2,986,880.00
11,728,970.00
905,335.07 14,107,000.00
14,107,000.00
998,370.50 13,553 ,000.00
13,553 ,000.00
997,919.50 12,982,000.00
12,982,000.00
997 ,933 .00 12,393 ,000.00
12,393,000.00
998,379.50 11 ,785,000.00
11 ,785,000.00
998,227.50 11 ,158,000.00
11 , 158,000.00
997,477.00 10,512 ,000.00
10,512 ,000.00
998,128.00 9,845,000.00
9,845,000.00
998,117.50 9,157,000.00
9,157,000.00
997,445 .50 8,448,000.00
8,448,000.00
998,112.00 7,716,000.00
7,716,000.00
998 ,054.00 6,961 ,000.00
6,961,000.00
998,271 .50 6,182,000.00
6,182,000.00
997,733.00 5,379,000.00
5,379,000.00
997,438.50 4,55 1,000.00
4,551 ,000.00
998,356.50 3,696,000.00
3,696,000.00
998,424.00 2,814,000.00
2,814,000.00
997,64 1.00 1,905,000.00
1,905,000.00
998,007.50 967,000.00
967 ,000 .00
997,460.50 0.00
INVESTING IN IOWA'S WATER
www.iowasrf.com
Page 843 of 865
EXHIBIT B
AUTHORIZATION/ISSUANCE RESOLUTION OF PARTICIPANT
Page 842 of 865
Dubuque /4304 11-1 9 /Series Rcs(Old Mill Pha se 11 )
4 936-9653-106 1\3
MfNUTES OF MEETfNG TO APPROVE SERIES
RESOLUTION FOR SERIES 2026 BONDS
430411-19 (Old Mill Phase II)
Dubuque, Iowa
Febmary 2, 2026
The City Council of the City of Dubuque, Iowa, met on February 2, 2026, at 6:30 p.m., at
the Historic Federal Building, 350 W. 6th St, Second Floor Council Chambers, Dubuque, Iowa.
The meeting was called to order by the Mayor, and the roll was called showing the
following Council Members present and absent:
Present: (l}l\ or C.o.vC1.'1M 1' lovN .f friembcr-5 L l'()<lrc ker. Re.sf! Jc. R.~115se/ f Sp,rt1 "I<, 5 f(\lft:~ (.Jcl/1t,I
Absent:
• • Other Bu s iness • •
MOTION TO APPROVE RESOLUTlON
Counc il Member 5 prt\f\ \( introduced the re~olution next hereinafter
set out and moved its adoption, seconded by Council Member Weiho.l ; and
after due consideration thereof by the City Council, the Mayor put the question upon th e adoption
o f the resolution, and the roll being called, the fo ll owing named Council Members voted:
Ayes: Rcsnck1 5pro-nk1 Rous~l/ Sft1,V('rl WeH1al, Cl'.\vo.n'19h,, L?ye11d,yKef"'
Nays: _________________ _
Whereupon, the Mayor declared said resolution duly adopted, as follows:
••••
On motion and vote, the meeting adjourned.
Dubuque / 43041 1-19 / Series Res (Old Mill Phase II )
4936-9653-1061\3
RESOLUTION NO. 34-26
Series Resolution authorizing and approving a Loan and D isbursement Agreement
and providing for the issuance of $14,643,000 Sewer Revenue Bonds, Series 2026
and other documents related to the Series 2026 Bonds, and amending certain
prov1s10ns
W H EREAS , the City of Dubuque (the "City" and sometimes hereinafter refen-ed to as the
"Issuer"), in Dubuque County, State of Iowa, did heretofore establish a Municipal Sanitary Sewer
System (the "System") in and for the City which has continuously supplied sanitary sewer service
in and to the City and its inhabi tants s ince its establ ishment; and
WHEREAS , the management and control of the System are vested in the City Council (the
"Council") and no board of trustees exists for this purpose; and
W H EREAS, pursuant to prior r esolutions of the Council, the City has heretofore issued
Sewer R evenue bonds or notes as set fotth in prior proceedings of the Council, and a portion of
such prior Sewer Revenue debt remains outstanding (the "Outst anding Indebtedness"); and
WHEREAS , pursuant to the r esolutions relating to and authorizing the Outstanding
I ndebtedness (the "Outstanding Bond Resolutions") the City reserved the right to issue addi tional
obligations payable from the net revenues of the Utility and ranking on a parity with the
Outstanding Indebtedness under the terms and condit ions set forth in the Outstanding Bond
Resolutions; and
WHEREAS, the City heretofore proposed to contract indebtedness and enter into a certain
Sewer Revenue Loan and Disbursement Agreement (the "Agreement") and to bon-ow money
thereunder in a principal amount not to exceed $15 ,000,000, pursuant to the prov isions of Section
384.24A of the Code of Iowa , for the purpose of paying the cost, to that extent, of planning,
designing, and constructing improvements and extensions to the System (the "Project"), and has
published notice of the proposed action and has held a heari ng thereon on June 16, 2025; and
WHEREAS , the City proposes to issue Sewer Revenue Bonds, Series 2026 (the "Series
2026 Bonds") to the [owa Fi nance Authority, an agency and public instrumentality of th e State of
Iowa, as lender (the "Lender"), in order to pay the costs of th e P roject; and
WHER EAS , the City is authorized and empowered by Chapter 384 of the Code of Iowa
(the "Act") to borrow money for the System, and the City Council has adopted a master reso lution
(the "Master Reso lution") on D ecember 15, 2008, authorizing the issuance from time to time of
Senior Bonds, including Senior S R F Bonds (each as defined in the Mas ter Re solution); and
WHER EAS, Section 8.3 of the Master Resolution authmizes the Council to adopt a Series
Resolution (as defined in the Master Resolution) to provide for the issuance of Senior Bonds, and
this Series Reso lution constitutes a Series Resolution under the Master R esolution; and
WHEREAS, for the purposes of this issuance, the Series 2026 Bonds shall be deemed to
be Senior S RF Bonds; and
2
Dubuque / 430411 -19 / Series Res (Old Mill Phase II )
4936-9653-I 06 I \3
WHEREAS, for the purposes of this issuance, the Series 2026 Bonds shall be deemed to
be Seni or SRF Bonds; and
WHEREAS, the obligations of the Issuer under the Series 2026 Bonds and the
Agreement shall be payable solely and only from the Net Revenues of the System and certain
funds and accounts created and p ledged under this Series Resolution and th e Master Reso lution;
and
WHEREAS, it is necessary at this time for the City Council to approve the Agreement
with the Lender and to issue the Series 2026 Bonds in evidence thereof in the principal amount
of $14,643 ,000;
NOW, THEREFORE, Be It Resolved by the City Counc il of the City of Dubuque, Iowa,
as fo llo ws:
Section 1. Definitions. Terms used herein and not defined herein shall have the
meaning given to them in this Series Reso lution and the Master Resolution unl ess th e text
expressly or by necessary imp li cation requires otherwise:
"Agreement" means the Loan and Dis bursement Agreement between the I ssuer and the
Lender related to the Series 2026 Bonds.
"Bonds" or "Seri es 2026 Bonds" means the $14,643,000 Sewer Revenue Bonds , Series
2026, in one or more series.
"Closing Date" shall mean the date of delivery o f the Series 2026 Bonds, anticipated to
be February 20, 2026, with any final changes to such date as set forth in the Agreement.
"Loan" shall mean th e loan made pursuant to the Agreeme nt and evi d enc ed by the Series
2026 Bonds.
"Agreement" means the Loan and Dis bursement Agreement between the Issuer and the
Lender related to the Series 2026 Bonds.
"Senior Bond Issuance Documents" means a Supple mental Resol ution, Obligation
Issua nce Documents, indenture or other document, as the case may be, authorizing and is suing a
series of Senior Bonds, including Senior SRF Bonds .
"Series 2013 Note Resolutions" shall mean the resolutions authorizing the issuance of the
Issue r's outstand in g Sewer Revenue Capital Loan Notes, Series 2013, dated April 19, 2013 , and
Sewer Revenue Capita l L oan Notes, Series 2013B , dated May 20, 2013 , whi c h shall be
recognized as Series Re solutions.
"Paying Agent" shall mean the City Treasurer, or such s uccess or as may be approved by
the (ssue r as provided herei n and who shall carry out the duties prescribed he rei n w ith respect to
maintaining a register of the owners of the Seri es 2026 Bond s. Unless otherwise specified , the
Registrar shall also act as the Paying Agent for the Series 2026 Bonds.
3
Page 807 of 865
Dubuque / 430411 -19 / Series Res (Old Mill Phase II )
4936-9653-I 06 I \3
"Series 2026 Sinking Fund" means the fund by that name created pursuant to Section 14
hereof.
"Series Resolution" or "Resolution" means this resolution.
Section 2. Loan Authorization; Authorization for Execution and Delivery of
Documents. Fallowing the adoption of this Series Resolution and pursuant to Chapte r 384 of the
Code o f Iowa, the City Coun cil is he reby authorized to execute and deliver the Agreeme nt w ith
the Lender in the form whi ch has been placed on file with the Council providing for a Loan in
the aggregate principal amount of $14,643,000 for the purpose or purposes set fmth in the
preamble hereof. The Mayor and City C lerk are here by authorized to execute and de liv er the
Agreement o n behalf of the Issuer in the fo rm presente d to t he Council, with final terms as
detennined by the Council and the Lender.
The Mayor, City Clerk and City Treasurer are each authorized to execute and deli ver the
Se ri es 2026 Bond s, any and a ll agreements, docum e nts and instruments required related to the
issuance of the Series 2026 B onds and to carry out the purposes set forth in t hi s Seri es
Resolution, including but not limited to any tax certificates, closing certificates and purchase
agreements.
Section 3 . Ap pointment of R egistrar/Paying Agent. The City Treasurer is hereby
designated as the Registrar and Paying Agent for the Series 2026 Bonds and may be hereinafter
ref erred to as the "Registrar" or th e "Pay in g Agent" in such capacities.
Section 4. Source of Payment of t he Series 2026 Bonds . The Seri es 2026 Bonds,
when issued, w ill be Senior SRF Bonds under the Master Re so lution and shall be payable solely
from the Net Revenues of the System, and certain fun d s and accounts created and pledged under
thi s Seri es Resolution and the Master Reso lution.
Section 5. Seri es 2026 Bond s D etai ls ; Form of Series 2026 Bonds. The Series 2026
Bonds are hereby authorized to be issued in evidence of the obligation of the Issuer under the
Agreement, in the aggregate principal amount o f $14,643 ,000, to be dated the Closing Date , and
bearing in terest from th e date of each advance ment made at the rate of 2.90% per annum ( or at
s uch lower rate as agreed upon by t he L ender and set forth in the Seri es 2026 Bonds and the
Agreement) until payment thereof, as set forth in Exhibit A attached to the Agreement. To the
extent that the Lender detennines a lower rate of interest is available for the Series 2026 Bonds
aft e r t he adoption of this Seri es Resolution , th e Mayor a nd C ity C le rk , w it h ad v ice from bond
cou nsel and/or a muni c ip al financ ia l advisor, are hereby authorized to: (i) m ake s uch cha nges to
the Agreement, t he Series 2026 Bonds and any related transactional docume nts as are necessary
to give effect to the lower rate of interest without modification to the principal installment
sche dul e conte mpl ated he re in ; and (ii) to execute and d eliver s uch modified docume nts o n behalf
of the Issuer.
The Series 2026 Bonds may be in the denominations of $1,000 each or any integral
multiple thereof and, at the request of the Lender, shall be initially issued as a single bond in the
de nomination of $14,643,000 and numbe red R-1.
4
Page 808 of 865
Dubuque / 430411 -19 / Series Res (Old Mill Phase II )
4936-9653-I 06 I \3
The Series 2026 Bonds are subject to optional redemption by the Issuer at a price of par
plus accrued interest (i) on any date with t he prior written consent of the Lender, or (ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any optional
redemption of the Series 2026 Bonds by the Issuer may be made from any funds regardless of
source, in whole or from time to time in part, in inverse order of maturity upon not less than
thirty (30) days' notice of redemption by facsimile, e -mail, certified or registered mail to the
Lender (or any other registered owner of the Series 2026 Bonds). The Series 2026 Bonds are
also subject to mandatory redemption as set forth in Section 5 of the Agreement.
Accrued interest on the Series 2026 Bonds shall be payable semiannuall y on the first day
of June a nd December in each year, commencin g June 1, 2026 . Interest shall be calculated on
the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the
Series 2026 Bonds shall be made to the registered owners appearing on the registration books of
the Issuer at the c lose of business on the fifteenth day of the month next preceding the interest
payment date and shall be paid to the registered owners at the addresses shown on such
registration books. Principal of the Series 2026 Bonds shall be payable in lawful money of the
United States of America to the registered owners or their legal representatives upon presentation
and surrender of the Bond or Bonds at the office of the Paying Agent.
The Se ri es 2026 Bonds shall be executed on behalf of the Issuer w ith the official manual
or facsimile signature of the Mayor and attested by the official manual or facsimile signature of
the City Clerk, and shall be fully registered bonds without interest coupons. The issuance of the
Series 2026 Bonds shall be recorded in the office of the C ity Treasurer, and the certifi cate on the
back of each Series 2026 Bond shall be executed with the official manual or facsimile s ignature
of the City Treasurer. In case any officer whose signature or the facsimi le of whose signature
appears on the Series 2026 Bonds shall cease to be such officer before the delivery of such
Bonds, such s ignature or such facsimile s ignature shall nevertheless be valid and sufficient for all
purposes , the same as if such officer had remained in office until delivery.
If applicable pursuant to the Agreement, in addition to the payment of principal of and
interest on the Series 2026 Bonds, the Issuer a lso agrees to pay the Initi ation Fee and t he
Servic ing Fee (defined in the Agreement) in accordance w ith the terms of the Agreement.
The Series 2026 Bonds shall be in substantially the form attached as Exhibit A hereto.
Section 6. Registration of Series 2026 Bonds; Designation of Registrar; Transfer;
Ownership; Delivery; and Cancellation. The provisions of Section 2.4 of the Master Resolution,
which contains covenants relating to the registration, transfer, delivery, and cance llati on of
Bonds, are hereby ratified and confirmed with respect to the Series 2026 Bonds.
Section 7. Reissuance of Mutilated, Destroyed, Stolen or Lost Bond. The provisions
of Section 2.5 of the Master Resolution, conta in s covenants relating to the reissuance of
mutilated, destroyed, stolen, or lost Bonds, are hereby ratified and confirmed with respect to the
Series 2026 Bonds ..
Section 8. Application of Loan Proceeds. The loan proceeds to be received under the
Agreement (the "Loan Proceeds") shal l be held by the Lender and disbursed for costs of the
Project, as referred to in the preamble hereof. The Issuer shall keep a detailed and segregated
5
Page 809 of 865
Dubuque / 430411-19 / Series Res (Old Mill Phase II )
4936-9653-I 06 I \3
accounting of the expenditure of, and investment earnings on, the Loan Proceeds to ensure
compliance with the requirements of the Code (as defined in the Master Resolution).
Section 9. Ratification of Master Resolution. All provisions of the Master
Resolution are hereby ratified and confirmed, and are incorporated herein and certain provisions
thereof are modified as applicable to the Series 2026 Bonds as provided herein.
Section I 0. Rates and Charges; Independent Consultant. There have heretofore been
established as required by law, just and equitable fees , rates and charges for the use of the
services rendered by the System. As provided in Section 7 .1 of the Master Resolution, so long as
the Series 2026 Bonds are outstanding and unpaid, the Net Revenues of the System shall be
suffic ient in each Fiscal Year to (i) provide for l 00% of the Maintenance Expenses of the
System, (ii) equal at least 110% of the Debt Service Requirement, (iii) enable the Issuer to make
all required payments, if any, into the Debt Service Reserve Fund, the Subordinate Bond Fund (if
any), and th e Rebate Fund, (iv) enable the I ssuer to accumulate an amount which, in the
judgement of the Council , is adequate to meet the costs of major renewals, rep lacements, repairs,
additions, betterments, and improvements to the System, necessary to keep the same in good
operating condition or as required by any governmental agency having jurisdiction over the
System , and (v) remedy all d eficie nci es in required payments into any of th e funds and accounts
established under the Master Resolution or any Series Resolution.
Section 11. Equality of Lien on Net Revenues. As provided in the Master Resolution,
the timely payment of principal of and interest on the outstanding Series 2026 Bonds shall be
secured equally and ratably with other Senior Bonds by the Net Reven ues of the System without
priority by reason of number or time of sa le or delivery.
Section 12. Establishment of Funds; Series 2026 Bond Sinking Fund; Debt Service
Reserve Fund. The provisions of Article 6 of the Master Resolution, which provide for the
establishment of the Revenue Fund, th e Operation and Maintenance Fund, the Bond Principal
and Interest Fund (the "Sinking Fund"), the Debt Service Reserve Fund, the Subordinate Bond
Fund, the Surplus Fund, and the Rebate Fund, are hereby ratified and confirmed.
Series 2026 Bond Sinking Fund. From and after the issuance of the Series 20 26 Bonds
and as long as the Series 2026 Bonds are outstanding, th e Is suer sha ll establi sh and maintain a
separate fund to be known as the Series 2026 Bond Sinking Fund. The I ssuer shall transfer
amounts on deposit in the Revenue Fund in to the Series 2026 Bond Sinking Fund for the
payment of interest and principal of the Series 2026 Bonds, on the 1st day of each month
commencing on th e 1st day of the month immediately succeedin g the date of issuance and
delivery of any of the Series 2026 Bonds in equal mo nthly amounts which, together with other
monthly amounts made pursuant hereto, will be sufficient to pay principal of and interest on the
Series 2026 Bonds due on the next succeeding date which principal of and/or interest on such
Series 2026 Bonds are due and payable. If for any reason the amount on d epos it in th e Se ri es
2026 Bond Sinking Fund exceeds the required amount, the excess shall be forthwith withdrawn
therefrom by the Is suer and deposited into the Revenue Fund. If for any reason the amount on
deposit in the Series 2026 Bond Sinking Fund is less than the required amount, the deficit shall
forthwith be made up by the Issuer from available funds on deposit in the Revenu e Fund as
provided in Section 6.5 of the Master Resolution.
6
Page 810 of 865
Dubuque / 430411 -19 / Series Res (Old Mill Phase II)
4936-9653-I 06 I \3
Money in the Series 2026 Bond Sinking Fund shall be used solely for the purpose of
paying principal of and interest on the Series 2026 Bonds as the same may become due and
payable.
Debt Service Reserve Fund. The provisions of Section 6.6 of the Master Resolution with
respect to the Debt Service Reserve Fund are hereby recognized. The Series 2026 Bonds shall
be issued as Senior SRF Bonds, and the Iss uer s hall not be required to make any payments into
the Debt Service Reserve Fund under the provisions of this Resolution. The Series 2026 Bonds
shall not be secured by or payable from amounts held in the Debt Service Reserve Fund, and the
holders of the Series 2026 Bonds shall have no rights against the Debt Service Reserve Fund so
long as any Senior Bonds secured by the Debt Service Reserve Fund remain outstanding.
Section 13. Investment of Funds. Section 6.11 of the Master Resolution contains
covenants relating to the investment of funds.
All income d erived from such investments shall be credited to the fund from which such
investments were made. Such investments shall at any time necessary be liquidated and the
proceeds thereof applied to the purpose for which the respective fund was created.
Section 14. Restrictions on th e I ncurrence of Senior Bonds. As set forth in Section 8.3
of the Master Resolution, as amended, and Section 21 of the Series 2013 Note Resolutions, as
amended, bonds (including refunding bonds which do not meet the requirements of Section 8.2
of the Master Resolution) may also be issued on a parity with the Senior Bonds pursuant to a
Series Resolution, and the bonds so issued shall constitute Senior Bonds. Any Senior Bonds
shall not be entitled to priority or preference one over the other in the application of the Net
Revenues of the System, regardless of the time or times of the issuance of such Senior Bonds, it
being the intention of the Issuer that there shall be no priority among the Senior Bonds,
regardless of the fact that they may have been actually issued and delivered at differe nt times.
The Issuer hereby reserves the right and privilege of issu ing Senior Bonds without restriction.
Section 15. Covenants Regarding Operation of the System. Section 7.2 of the Master
Resolution contains covenants relating to operation of the System.
Section 16. Events of Default; Remedies The provisions of Article 10 of the Master
Resolution, which contain covenants relating to events of default and remedies, are hereby
ratified and confirmed w ith res pect to the Series 2026 Bonds.
Section 17. Additional Covenants, Representations and Warranties of the I ssuer;
Disposition of .Proceeds . The Is s ue r certifies and covenants that the Issu er through its officers,
will (a) make such furthe r spec ific covenants, representations and assurances as may be
necessary or advisable; (b) file such forms , statements and supporting documents as may be
required and in a timely manner; and (c) if deemed necessary or advisable by its officers, employ
and pay fi scal agents, financial advisors, attorneys and other persons to assist the I ssuer in s uch
compliance. Any and all of the officers of the I ss uer and the System are hereby authorized and
directed to take any and all actions as may be necessary to comply with the covenants herein
contained.
7
Page 811 of 865
Dubuque / 43041 1-19 / Se ries Res (Old Mill Phase II )
49 36-9653-I 06 I \3
Section 18. Discharge and Satisfaction of Series 2026 Bonds. The provisions of
Section 9 .1 of the Master Resolution, which contain s covenants relating to t he discharge and
satisfaction of Bonds, are hereby ratified and confirmed with respect to the Series 2026 Bonds.
Section 19. Resolution a Contract. The provisions of this Series Resolution shall
constitute a contract among the Issuer and the owners of the Series 2026 Bonds, and after the
issuance of the Ser ies 2026 Bonds, no change, variation or alteration of any kind in t he
provisions of this Series R esolu tion shall be made in any manner, except as provided in Section
22 or Section 23 hereof, until such time as the Series 2026 Bonds, and interest due thereon, shall
have been satisfied and discharged as provided in this Series Resolution.
Section 20. Modification of Resolution Not Requiring the Consent of Owners of
Series 2026 Bonds. The provisions of Section 11.1 of the Master Resolution, which contains
covenants relating to amendment of the Resolution without consent of the holders of the Series
2026 Bonds, are hereby ratified and confinned with respect to the Series 2026 Bonds.
Section 2 1. Modification of Series Resolution Requiring Consent of Owners of Se ri es
2026 Bonds. The provisions of Section 11.2 of the Master Resolution, which contains covenants
relating to amendment of the Resolution w ith the consent of the holders of the Series 2026
Bonds, are hereby ratified and confirmed with respect to the Se ri es 2026 Bonds.
Section 22. Tax Exemption. It is the intenti on of the Issuer that interest on the Se ri es
2026 Bonds be and remain excluded from gross income for federa l income tax purposes pursuant
to the appropriate prov isions of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations in effect with respect thereto (all of the forego in g herein refen-ed to as the
"Internal Revenue Code"). In furtherance thereof the Issuer covenants to comp ly with t he
provisions of the Internal Revenue Code as they may from time to time be in effect or amended
and further covenants to comply with applicable future laws , regulations, published rulings and
court decisions as may be necessary to insure that th e interest on the Serie s 2026 Bonds will
remain exclud ed from gross income fo r federa l income tax purposes. Any and a ll of the officers
of the Issuer are hereby authorized and directed to take any and all actions as may be necessary
to comply with the covenants herein contained.
Section 23. Conflicting Provisions. All resolutions and ord ers or parts thereof in
conflict with the provis ions of this resolutio n a re, to the extent of such conflict, hereby repealed .
Section 24. Effective Date. This Series Resolution shall be in fu ll force and effect
immediately upon its adoption and approval, as provided by law.
8
Page 812 of 865
Dubuq ue:/ 43041 I · I 9 i Seri es Res (O ld Mill Phase II )
4936-9653 -1 06 1 \J
Section 25. Severability. If any section , paragraph, or prov1s 1on of this Series
Resolution sha ll be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such sect ion , paragraph or provi sion shall not affect any of the remaining
provisions.
Adopted and approved thjs February 2, 2026.
9
Dubuque I 43041 1-19 / Senes Res (Old Mill Phase II)
4936-9653-1061 \3
STATE OF IOWA
DUBUQUE COUNTY
C IT Y OF DUBUQUE
SS:
I, the undersigned, do hereby certify that I have in my possession or have access to the
complete corporate records of the Ci iy and of its City Council and officers and that I have carefully
compared the transcript hereto attached with the aforesaid corporate records and that the transcript
hereto attached is a true, con-ect and complete copy of all the corporate records in relation to the
auth01ization and approval of a certain Agreement and the issuance of$14,643 ,000 Sewer Revenue
Bonds, Series 2026 of the City evidencing the City's obligation under the Agreement and that the
h-anscript hereto attached contains a true, co1Tect and complete statement of all the measures
adopted and proceedings. acts and things had. done and performed up to the present time with
respect thereto.
I further ce1tify that no appeal has been taken to the Di strict Cou1t from the decision of the
C ity Council to enter into the Agreement or to issue the Series 2026 Bonds .
WITNESS MY HAN D this 3rd. day of
10
Dubuque / 430411-19 I Series Res (Old Mill Phase II)
4936-9653-1061 \3
STATE OF IOWA
COUNTY OF DUBUQUE
CITY OF DUBUQUE
SS:
I, the undersigned , City Clerk of the City of Dubuque, Iowa, do hereby certify that the City
did heretofore estab li sh a Munic-ipal Sanitary Sewer System (hereinafter refetTed to as the
"System"), that the management and contro l of the System are vested in the City Council of the
City, and that no board of trustees exis ts which has any part of the control and management of
such System.
I fu 1ih er certify that there is not pend ing o r threatened any question or litigation whatsoever
to uching the establishment, improvement or operation of such System and that there are no bonds
or other obli gations of any k ind now outstanding which ar e payable from or constitute a lien upon
the revenues delived from the operation of such System, except for the City's o uts tanding Sewer
Revenue Capital Loan Notes, Series 2009A, dated Janua1y 14 , 2009; Sewer Revenue Capital Loan
Notes, Series 2010A, da ted January I 3, 2010; Sewer Revenue Capital Loan Notes, Se ri es 201 OE, dated
August 18, 2010; Sewer Revenue Capi ta l Loan Notes, Series 2013, dated April 19, 2013; Sewer
Revenue Capital Loan Notes, Series 2013B, dated May 20, 2013; Sewer Revenue Capital Loan Notes ,
Series 2019, dated March 18 , 2019; Sewer Revenue Capital Loan Notes, Sedes 2023A, dated March
3, 2023; Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024; Sewer Revenue Bond,
SRF Se ri es 2025 , dated Februaty 7, 2025; and th e Series 2026 Bonds currently being i ssued by the
City.
WITNESS MY HAND this '°?"d,
day of Fc, 6rJ~r V
I
, 2026.
11
No. R-1
RATE
2.90%
EXHIBIT A
Form of Series 2026 Bond
UNITED STATES OF AMERICA
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SEWER REVENUE BOND, SERIES 2026
MATURITY DA TE
June 1, 2046
$14,6 43 ,000
BOND DATE
February 20, 2026
The City of Dubuque (the "City"), in Dubuque County, State of Iowa, for value received,
promises to pay from the source and as hereinafter provided, on the maturity date of this Bond to
lOW A FINANCE A UTHORITY
or registered assigns, the principal sum of
FOURTEEN MILLION SIX HUNDRED FORTY-THREE THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannua lly on June I and December I
of each year, commencing June 1, 2026, and principal shall be due and payable in installments in the
amounts shown on the Principal Payment Schedule, attached hereto as Exh ibit A, on June J , 2027,
and annually thereafter on June 1 in each year until the principal and interest are fully paid , except
that the final installments of the entire balance of principal and interest, if not sooner paid, shall
become due and payable on June I, 2046. Interest shall be computed on the basis of a 360-day year
of twelve 30-day months.
The City Clerk shall act as Registrar and Paying Agent and may be hereinafter referred to as
the "Registrar" or the "Paying Agent."
Payment of th e principal of and interest on this Bond and premium, if any, shall be payable at
the office of the Paying Agent to the registered owners thereof appearing on the registration books of
the City at the addresses s hown on such registration books. All su ch payments, except fu ll
red emption, shall be made to the registered owners appearing on the registration books at the close of
business on the fifteenth day of the month next preceding the payment date. Final payment of
principal shall only be made upon surrender of this Bond to the Paying Agent.
This Bond is one of a series of bonds (the "Bonds") issued by the City to evidence its
obligation under a certain Loan and D isbursement Agreement, dated the date hereof (the
"Agreement") entered into by the City for the purpose of providing funds to pay a portion of the cost
of pl anning, designing and constructing improvements and extensions (the "Proj ect") to the
Municipal Sanitary Sewer System of the City (the "System").
A-I
4936-9653-I 06 I \3
Page 816 of 865
The Bonds are issued pursuant to and in strict compliance with the prov1s1ons of
Sections 384.24A and 384.83 of the Code of Iowa, 2025 , and all other laws amendatory thereof and
supplemental thereto, and in conformity with a certain master resolution, adopted on December 15 ,
2008, and a certain series resolution, adopted on February 2 , 2026, authorizing and approving the
Agreement and providing for the issuance and securing the payment of the Bonds (together, the
"Reso lutions"), and reference is hereby made to the Resolutions and the Agreement fo r a more
complete statement as to the source of payment of the Bonds and the rights of the owners of the
Bonds.
The Bonds shall be subject to optional r edemption by the City at a price of par plus accrued
interest (i) on any date w ith the prior written consent of the Iowa F inance Authority, or (ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any optional redemption of
the Bonds by the City may be made from any funds regardless of source, in whole or from time to
time in part, in inverse order of maturity upon not less than thirty (30) days' notice of redemption by
e-mail, facsimile, certified or registered mail to the Iowa Finance A uthority (or any other registered
owner of the Bonds). The Bonds are also subject to mandatory redemption as set forth in Section 5
of the Agreement.
The Bonds are not general obli gations of the City but, together with the City's outstanding
Sewer Revenue Capital Loan Notes, Series 2009A, dated J anuary 14, 2009; Sewer Revenue Capital
Loan Notes, Series 20 l OA, dated January 13, 20 JO; Sewer Revenue Capital Loan N otes, Series
20 10E, dated August 18, 2010; Sewer Revenue Capital Loan Notes, Series 2013, dated April 19,
2013; Sewer Revenue Capital Loan Notes, Series 2013B, dated May 20, 2013; Sewer Revenue
Capital Loan Notes, Series 2019, dated March 18, 2019; Sewer Revenue Capital Loan Notes, Series
2023A, dated March 3, 2023; Sewer Revenue Bond, SRF Series 2024, dated September 20, 2024 ;
Sewer Revenue Bond, SRF Series 2025, dated February 7, 2025 ; and any additional obligations as
may be hereafter issued and outstanding from time to time ranking on a parity therewith under the
conditions set forth in th e Resolutions, are payable solely and only out of the future Net Revenues (as
defined in the Resolutions) of the System of the City, a sufficient portion of which has been ordered
set aside and pledged for that purpose. This Bond is not payable in any manner by taxation, and
under no circumstances shall the City be in any manner liable by reason of the failure of the said Net
Revenues to be sufficient for the payment of this Bond and the interest thereon.
This Bond is fully negotiable but shall be fully registered as to both principal and interest in
the name of the owner on the books of the C ity in the office of the Registrar, after which no transfer
shall be valid unless made on said books and then only upon presentation of this Bond to the
Registrar, together with either a written instrument of trans fer satisfactory to the Registrar or the
assignment form hereon completed and dul y executed by the registered owner or the duly authori zed
attorney for such registered owner.
The City, the Registrar and the Paying Agent may deem and treat the registered owner hereof
as the a bsolute owner for the purpose of receiving payment of or on account of principal hereof,
premium, if any, and interes t due hereon and for al l other purposes, and the City, the Registrar and
the Paying Agent shall not be affected by any notice to the contrary.
And It I s Hereby Certified , Recited and Declared that all acts, conditions and things required
to exist, happen and be performed precedent to and in the issuance of the Bonds have ex isted, have
happened and have been performed in due time, form and manner, as required by law, and that the
issuance of the Bonds does not exceed or violate any constitutional or statutory limitation or
prov1s10n .
A -2
4936-965 3-106 I \3
Page 817 of 865
IN TESTIMONY WHEREOF, the City of Dubuque, Iowa, has caused this Bond to be
executed by its Mayor and attested by its City Clerk, all as of the Bond Date.
Attest:
(Do Not Sign)
City Clerk
CITY OF DUBUQUE, IOWA
By (Do Not Sign)
Mayor
(On the back of ea ch Bond the foUowin g certificate shalJ be executed with the duly
authorized signature of the City Treas ure r)
STATE OF IOWA
DUBUQUE COUNTY
CITY OF DUBUQUE
SS : CITY TREASURER'S CERTIFICATE
The original issuance of the Bonds, of which th is Bond is a part, was duly and properly
recorded in my office as of the Bond Date.
A-3
4936-9653-I 06 I \3
(Do Not Sign)
City Treasurer
Page 818 of 865
ABBREVIATIONS
The following abbreviations, when used in this Bond, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM
TEN ENT
TEN
as tenants in common
as tenants by the entireties
as joint tenants with
right of survivorsh ip and
not as tenants in comm on
UTMA
(Custodian)
As Custodian for
(Minor)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the li st above.
ASSIGNMEN T
For valuable consideration , receipt of which is hereby acknowledged, the undersigned
assigns this Bond to
(Please print or type name and address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
and does hereby irrevocably appoint ______________ , Attorney, to trans fer this
Bond on the books kept for registration thereof with full power of substitution.
Dated:
Signature gu aranteed:
Signature(s) must be guaranteed by an eligible
guarantor institution which is a member of a
rec,;,gnized signature guarantee program.
4936-965 3-I 06 I \3
A -4
NOTICE: The signature to th is Ass ignment
must correspond w ith the name of the
registered owner as it appears on this Bond in
every particular, w ithout alteratio n or
enlargement or any change whatever.
P age 819 of 865
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Date Date
June l Amount June 1 Amount
2027 $536,000 2037 $732,000
2028 $554,000 2038 $755,000
2029 $571,000 2039 $779,000
2030 $589,000 2040 $803,000
2031 $608,000 2041 $828,000
2032 $627,000 2042 $855,000
2033 $646,000 2043 $882,000
2034 $667,000 2044 $909,000
2035 $688,000 2045 $938,000
2036 $709,000 2046 $967,000
A -5
4936-9653 -I 06 I \3
Page 820 of 865