10 1 07 City Council Proceedings Official
CITY OF DUBUQUE, IOWA
CITY COUNCIL PROCEEDINGS
OFFICIAL
The Dubuque City Council met in regular session at 6:30 p.m. on October 1, 2007, in the Historic
Federal Building.
Present: Mayor Buol, Council Members Braig, Cline, Connors, Jones, Lynch, Michalski, City
Manager Van Milligen; City Attorney Lindahl
Mayor Buol read the call and stated this is a regular session called for the purpose of discussing
such matters which may properly come before the Council.
INVOCATION
Invocation was provided by Captain Tom Mason, Salvation Army
PROCLAMATIONS
Dubuque Weatherization Challenge Day (October 6, 2007) was accepted by Ric Jones, Tom
Stoval of Operation: New View, Laura Roussel of Aquila, Diane Hansen of Alliant Energy, and Carrie
Tedore of the Diamond Jo Casino; Breast of Friends Walk-A-Thon (October 7, 2007) was accepted
by Lisa Latham, 10837 Key West Drive; Week Without Violence (October 14 – 21, 2007) was
accepted by Sr. Charla Bulko of the Dubuque Community Y; White Cane Day (October 15, 2007) was
accepted by Shirley Conrad and Sr. Agnes Marie of the Tri-State Blind Society’s Make a Will Month
(October 2007) was accepted by Ric Jones and Dave Schmitz; Arts and Humanities Month (October
2007) was accepted by John Woodin of the Dubuque Cultural Alliance and Amy Weber of the Arts
and Cultural Affairs Advisory Commission; Community Appreciation Day (October 1, 2007) and Trick
or Treat Night (October 31, 2007) were accepted by Mayor Buol.
CONSENT ITEMS
Motion by Cline to receive and file the documents and dispose of as indicated. Seconded by Braig.
Michalski asked that (#12) Housing Trust Fund Application be held for separate discussion. Lynch
requested (#15) Police Department Five Year Plan be held for separate discussion. Motion carried 7-
0.
Minutes and Reports Submitted: City Council of 9/17 and 9/19; Civil Service Commission of 8/8
and 9/11; Electrical Code Board of 9/24; Housing Commission of 8/28; Human Rights Commission of
8/13; Park and Recreation Commission of 9/11; Zoning Board of Adjustment of 8/23; Library Board of
Trustees Update from the Meeting of August 23, 2007; Proof of publication of City Council
Proceedings of September 4, 2007. Upon motion the documents were received and filed.
Notice of Claims/Suits: Cheryl J. Hayes for personal injury; Nationwide Advantage Mortgage
Company vs. Laura L. Schumacher, Steven J. Schumacher, and the City of Dubuque Housing and
Community Development Department; Janaan and Mary Redmond for property damage; Tom A.
Hoffman for vehicle damage. Upon motion the documents were received and filed and referred to the
City Attorney.
City Attorney advising that the following claims have been referred to Public Entity Risk Services of
Iowa, the agent for the Iowa Communities Assurance Pool: Thomas J. Becker for property damage;
Cheryl J. Hayes for personal injury; Janaan Redmond for property damage.
Upon motion the documents were received and filed and concurred.
Water Revenue Capital Loan Notes: City Manager recommending approval of the final actions
necessary for the issuance of $1,037,000 Water Revenue Capital Loan Notes. Upon motion the
documents were receive and filed, and Resolution No. 490-07 Approving and authorizing a form of
loan and disbursement agreement by and between the City of Dubuque Iowa Finance Authority, Iowa
Department of Natural Resources and Wells Fargo Bank, N.A., and authorizing and providing for the
issuance and securing the payment of $1,037,000 Water Revenue Capital Loan Notes, Series 2007,
of the City of Dubuque, Iowa, under the provisions of the Code of Iowa, and providing for a method of
payment of said notes was adopted.
Council Member Patricia Cline moved that the form of Tax Exemption Certificate and Loan and
Disbursement Agreement be placed on file and approved. Council Member Karla Braig seconded the
motion and the roll being called thereon, the vote was as follows: AYES: Braig, Buol, Cline, Connors,
Jones, Lynch, Michalski. NAYS: None.
Council Member Patricia Cline introduced the following Resolution entitled "A RESOLUTION
APPROVING AND AUTHORIZING A FORM OF LOAN AND DISBURSEMENT AGREEMENT BY
AND BETWEEN THE CITY OF DUBUQUE, IOWA FINANCE AUTHORITY, IOWA DEPARTMENT
OF NATURAL RESOURCES AND WELLS FARGO BANK, N.A., AND AUTHORIZING AND
PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $1,037,000 WATER
REVENUE CAPITAL LOAN NOTES, SERIES 2007, OF THE CITY OF DUBUQUE, IOWA, UNDER
THE PROVISIONS OF THE CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT
OF SAID NOTES", and moved its adoption. Council Member Karla Braig seconded the motion to
adopt. The roll was called and the vote was: AYES: Braig, Buol, Cline, Connors, Jones, Lynch,
Michalski. NAYS: None.
Whereupon the Mayor declared the following Resolution duly adopted:
RESOLUTION NO. 490-07
A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AND DISBURSEMENT
AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA FINANCE AUTHORITY, IOWA
DEPARTMENT OF NATURAL RESOURCES AND WELLS FARGO BANK, N.A., AND
AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF
$1,037,000 WATER REVENUE CAPITAL LOAN NOTES, SERIES 2007, OF THE CITY OF
DUBUQUE, IOWA, UNDER THE PROVISIONS OF THE CODE OF IOWA, AND PROVIDING FOR
A METHOD OF PAYMENT OF SAID NOTES
WHEREAS, the City Council of the City of Dubuque, Iowa, sometimes hereinafter referred to as
the "Issuer", has heretofore established charges, rates and rentals for services which are and will
continue to be collected as system revenues of the municipal water system, sometimes hereinafter
referred to as the "System", and said revenues have not been pledged and are available for the
payment of Water Revenue Capital Loan Notes, Series 2007, subject to the following premises; and
WHEREAS, Issuer proposes to issue its Water Revenue Capital Loan Notes, Series 2007, to the
extent of $1,037,000, for the purpose of defraying the costs of the Project as set forth in Section 1 of
this Resolution; and, it is deemed necessary and advisable and in the best interests of the City that a
form of Loan and Disbursement Agreement by and between the City, the Iowa Finance Authority, the
Iowa Department of Natural Resources and Wells Fargo Bank, N.A., be approved and authorized;
and
WHEREAS, the notice of intention of Issuer to take action for the issuance of $1,037,000 Water
Revenue Capital Loan Notes, Series 2007, has heretofore been duly published and no objections to
such proposed action have been filed.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IN THE COUNTY OF DUBUQUE, STATE OF IOWA:
Section 1. Definitions. The following terms shall have the following meanings in this Resolution
unless the text expressly or by necessary implication requires otherwise:
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? "Additional Bonds" shall mean any water revenue bonds or notes or other obligations
issued on a parity with the Notes in accordance with the provisions of Section 21 hereof.
? "Agreement" shall mean a Loan and Disbursement Agreement dated as of the Closing
between and among the City, the Original Purchaser, the Department and the Trustee relating
to the Loan made to the City under the Program;
? "City Clerk" shall mean the City Clerk or such other officer of the successor Governing
Body as shall be charged with substantially the same duties and responsibilities;
? "Closing" shall mean the date of delivery of the Note to the Original Purchaser and the
funding of the Loan by the Trustee;
? "Corporate Seal" shall mean the official seal of Issuer adopted by the Governing Body;
? "Department" shall mean the Iowa Department of Natural Resources;
? "Fiscal Year" shall mean the twelve months' period beginning on July 1 of each year
and ending on the last day of June of the following year, or any other consecutive twelve-
month period adopted by the Governing Body or by law as the official accounting period of the
System; provided, that the requirements of a fiscal year as expressed in this Resolution shall
exclude any payment of principal or interest falling due on the first day of the fiscal year and
include any payment of principal or interest falling due on the first day of the succeeding fiscal
year;
? "Governing Body" shall mean the Council of the City, or its successor in function with
respect to the operation and control of the System;
? "Independent Auditor" shall mean an independent firm of certified public accountants or
the Auditor of State;
? "Issuer" and "City" shall mean the City of Dubuque, Iowa;
? "Loan" shall mean the principal amount allocated by the Department to the City under
the Program, equal in amount to the principal amount of the Notes;
? "Net Revenues" shall mean gross earnings of the System after deduction of Current
Expenses; "Current Expenses" shall mean and include the reasonable and necessary cost of
operating, maintaining, repairing and insuring the System, including purchases at wholesale, if
any, salaries, wages, and costs of materials and supplies, but excluding depreciation and
principal of and interest on the Notes and any Parity Obligations or payments to the various
funds established herein; capital costs, depreciation and interest or principal payments are not
System expenses;
? "Notes" or "Note" shall mean $1,037,000 Water Revenue Capital Loan Notes, Series
2007, authorized to be issued by this Resolution;
? "Original Purchaser" shall mean the Iowa Finance Authority, as the purchaser of the
Notes from Issuer at the time of their original issuance;
? "Parity Obligations" shall mean notes or bonds payable solely from the Net Revenues of
the System on an equal basis with the Notes herein authorized to be issued and shall include
Additional Bonds as authorized to be issued under the terms of this Resolution;
? "Paying Agent" shall be the City Treasurer, or such successor as may be approved by
Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's
agent to provide for the payment of principal of and interest on the Notes as the same shall
become due;
? "Permitted Investments" shall mean:
? direct obligations of (including obligations issued or held in book entry form on
the books of) the Department of the Treasury of the United States of America;
? cash (insured at all times by the Federal Deposit Insurance Corporation or
otherwise collateralized with obligations described in the above paragraph);
? obligations of any of the following federal agencies which obligations represent
full faith and credit of the United States of America, including:
-Export - Import Bank
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-Farm Credit System Financial Assistance Corporation
-USDA - Rural Development
-General Services Administration
-U.S. Maritime Administration
-Small Business Administration
-Government National Mortgage Association (GNMA)
-U.S. Department of Housing & Urban Development (PHA's)
-Federal Housing Administration
? repurchase agreements whose underlying collateral consists of the investments
set out above if the Issuer takes delivery of the collateral either directly or through an
authorized custodian. Repurchase agreements do not include reverse repurchase
agreements;
? senior debt obligations rated "AAA" by Standard & Poor's Corporation (S&P) or
"Aaa" by Moody's Investors Service Inc. (Moody's) issued by the Federal National
Mortgage Association or the Federal Home Loan Mortgage Corporation;
? U.S. dollar denominated deposit accounts, federal funds and banker's
acceptances with domestic commercial banks which have a rating on their short-term
certificates of deposit on the date of purchase of "A-1" or "A-1+" by S&P or "P-1" by
Moody's and maturing no more than 360 days after the date of purchase (ratings on
holding companies are not considered as the rating of the bank);
? commercial paper which is rated at the time of purchase in the single highest
classification, "A-1+" by S&P or "P-1" by Moody's and which matures not more than 270
days after the date of purchase;
? investments in a money market fund rated "AAAm" or "AAAm-G" or better by
S&P;
? pre-refunded Municipal Obligations, defined as any bonds or other obligations of
any state of the United States of America or of any agency, instrumentality or local
governmental unit of any such state which are not callable at the option of the obligor
prior to maturity or as to which irrevocable instructions have been given by the obligor to
call on the date specified in the notice; and (a) which are rated, based on an irrevocable
escrow account or fund (the "escrow"), in the highest rating category of S&P or Moody's
or any successors thereto; or (b)(i) which are fully secured as to principal and interest
and redemption premium, if any, by an escrow consisting only of cash or direct
obligations of the Department of the Treasury of the United States of America, which
escrow may be applied only to the payment of such principal of and interest and
redemption premium, if any, on such bonds or other obligations on the maturity date or
dates thereof or the specified redemption date or dates pursuant to such irrevocable
instructions, as appropriate; and (ii) which escrow is sufficient, as verified by a nationally
recognized independent certified public accountant, to pay principal of and interest and
redemption premium, if any, on the bonds or other obligations described in this
paragraph on the maturity date or dates specified in the irrevocable instructions referred
to above, as appropriate;
? tax exempt bonds as defined and permitted by section 148 of the Internal
Revenue Code and applicable regulations and only if rated within the two highest
classifications as established by at least one of the standard rating services approved
by the superintendent of banking by rule adopted pursuant to chapter 17A Code of
Iowa;
? an investment contract rated within the two highest classifications as established
by at least one of the standard rating services approved by the superintendent of
banking by rule adopted pursuant to chapter 17A Code of Iowa; and
? Iowa Public Agency Investment Trust.
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? "Program" shall mean the Iowa Drinking Water State Revolving Fund Program
undertaken jointly by the Original Purchaser and the Department;
? "Project" shall mean the costs of acquisition, construction, reconstruction, extending,
remodeling, improving, repairing and equipping of the System, including restoration of two
deteriorating concrete clear well storage reservoirs;
? "Project Fund" shall mean the Loan Account maintained by the Trustee under the
Program for the benefit of the Issuer, into which the proceeds of the Loan and the Note shall
be allocated and held until disbursed to pay Project costs;
? "Rebate Fund" shall mean the fund so defined in and established pursuant to the Tax
Exemption Certificate;
? "Registrar" shall be the City Treasurer, or such successor as may be approved by
Issuer as provided herein and who shall carry out the duties prescribed herein with respect to
maintaining a register of the owners of the Notes. Unless otherwise specified, the Registrar
shall also act as Transfer Agent for the Notes;
? "System" shall mean the municipal water utility of the Issuer and all properties of every
nature hereinafter owned by the Issuer comprising part of or used as a part of the System,
including all water treatment facilities, storage facilities, pumping stations and all related
property and improvements and extensions made by Issuer while any of the Notes or Parity
Obligations remain outstanding; all real and personal property; and all appurtenances,
contracts, leases, franchises and other intangibles;
? "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the
Treasurer and delivered at the time of issuance and delivery of the Notes; and
? "Treasurer" shall mean the City Treasurer or such other officer as shall succeed to the
same duties and responsibilities with respect to the recording and payment of the Notes issued
hereunder.
? "Trustee" shall mean Wells Fargo Bank, National Association, with its principal office
located in the City of Des Moines, Iowa, and its successors and any corporation resulting from
or surviving any consolidation or merger to which it or its successors may be a party and any
successor trustee under the Program.
? "Yield Restricted" shall mean required to be invested at a yield that is not materially
higher than the yield on the Notes under Section 148(a) of the Internal Revenue Code or
regulations issued thereunder.
Section 2. Authority. The Agreement and the Notes authorized by this Resolution shall be issued
pursuant to Sections 384.24A and 384.83 of the Code of Iowa, and in compliance with all applicable
provisions of the Constitution and laws of the State of Iowa. The Agreement shall be substantially in
the form attached to this Resolution and is authorized to be executed and issued on behalf of the
Issuer by the Mayor and attested by the City Clerk.
Section 3. Authorization and Purpose. There are hereby authorized to be issued, negotiable, serial,
fully registered Revenue Notes of the City of Dubuque, in the County of Dubuque, State of Iowa, each
to be designated as "Water Revenue Capital Loan Note, Series 2007", in the aggregate amount of
$1,037,000, for the purpose of paying costs of the Project. The City Council, pursuant to Section
384.83 of the Code of Iowa, hereby finds and determines that it is necessary and advisable to issue
said Notes authorized by the Agreement and this Resolution.
Section 4. Source of Payment. The Notes herein authorized and Parity Obligations and the interest
thereon shall be payable solely and only out of the net earnings of the System and shall be a first lien
on the future Net Revenues of the System. The Notes shall not be general obligations of the Issuer
nor shall they be payable in any manner by taxation and the Issuer shall be in no manner liable by
reason of the failure of the said Net Revenues to be sufficient for the payment of the Notes.
Section 5. Note Details. Water Revenue Capital Loan Notes, Series 2007, of the City in the amount
of $1,037,000, shall be issued to evidence the obligations of the Issuer under the Agreement
pursuant to the provisions of Section 384.83 of the Code of Iowa for the aforesaid purpose. The
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Notes shall be designated "WATER REVENUE CAPITAL LOAN NOTE, SERIES 2007", be dated the
date of delivery, and bear interest at the rate of 3.0% per annum from the date of each advancement
made under the Agreement, until payment thereof, at the office of the Paying Agent, said interest
payable on December 1, 2007, and semi-annually thereafter on the 1st day of June and December in
each year until maturity as set forth on the Debt Service Schedule attached to the Agreement as
Exhibit B and incorporated herein by this reference. As set forth on said Debt Service Schedule,
principal shall be payable on June 1, 2009 and annually thereafter on the 1st day of June in the
amounts set forth therein until principal and interest are fully paid, except that the final installment of
the entire balance of principal and interest, if not sooner paid, shall become due and payable on June
1, 2028. Notwithstanding the foregoing or any other provision hereof, principal and interest shall be
payable as shown on said Debt Service Schedule until completion of the Project, at which time the
final Debt Service Schedule shall be determined by the Trustee based upon actual advancements,
final costs and completion of the Project, all as provided in 567 Iowa Administrative Code, Chapter
92. Payment of principal and interest on the Notes shall at all times conform to said Debt Service
Schedule and the rules of the Drinking Water State Revolving Fund Program.
The Notes shall be executed by the manual or facsimile signature of the Mayor and attested by the
manual or facsimile signature of the Clerk, and impressed or imprinted with the seal of the City and
shall be fully registered as to both principal and interest as provided in this Resolution; principal,
interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check,
wire transfer or automated clearing house system transfer to the registered owner of the Note. The
Notes may be in the denomination of $1,000 or multiples thereof and shall at the request of the
Original Purchaser be initially issued as a single Note in the denomination of $1,037,000 and
numbered R-1.
Section 6. Initiation Fee and Servicing Fee. In addition to the payment of principal of and interest
on the Notes, the Issuer also agrees to pay the Initiation Fee and the Servicing Fee as defined and in
accordance with the terms of the Agreement.
Section 7. Redemption. The Notes are subject to optional redemption at a price of par plus
accrued interest (i) on any interest payment date after the ten (10) year anniversary date of the
Agreement or (ii) in the event that all or substantially all of the Project is damaged or destroyed. Any
optional redemption of the Notes may be made from any funds regardless of source, in whole or from
time to time in part, in inverse order of maturity, by giving not less than thirty (30) days notice of
redemption by certified or registered mail to the Original Purchaser (or any other registered owner of
the Note). The terms of redemption shall be par, plus accrued interest to date of call. The Notes are
also subject to mandatory redemption as set forth in Section 5 of the Agreement.
Section 8. Registration of Notes; Appointment of Registrar; Transfer; Ownership; Delivery; and
Cancellation.
(a) Registration. The ownership of Notes may be transferred only by the making of an entry
upon the books kept for the registration and transfer of ownership of the Notes, and in no other
way. The City Treasurer is hereby appointed as Note Registrar under the terms of this
Resolution. Registrar shall maintain the books of the Issuer for the registration of ownership of
the Notes for the payment of principal of and interest on the Notes as provided in this
Resolution. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial
Code subject to the provisions for registration and transfer contained in the Notes and in this
Resolution.
(b) Transfer. The ownership of any Note may be transferred only upon the Registration
Books kept for the registration and transfer of Notes and only upon surrender thereof at the
office of the Registrar together with an assignment duly executed by the holder or his duly
authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the
address and social security number or federal employer identification number of such
transferee (or, if registration is to be made in the name of multiple individuals, of all such
transferees). In the event that the address of the registered owner of a Note (other than a
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registered owner which is the nominee of the broker or dealer in question) is that of a broker or
dealer, there must be disclosed on the Registration Books the information pertaining to the
registered owner required above. Upon the transfer of any such Note, a new fully registered
Note, of any denomination or denominations permitted by this Resolution in aggregate
principal amount equal to the unmatured and unredeemed principal amount of such transferred
fully registered Note, and bearing interest at the same rate and maturing on the same date or
dates shall be delivered by the Registrar.
(c) Registration of Transferred Notes. In all cases of the transfer of the Notes, the Registrar
shall register, at the earliest practicable time, on the Registration Books, the Notes, in
accordance with the provisions of this Resolution.
(d) Ownership. As to any Note, the person in whose name the ownership of the same shall
be registered on the Registration Books of the Registrar shall be deemed and regarded as the
absolute owner thereof for all purposes, and payment of or on account of the principal of any
such Notes and the premium, if any, and interest thereon shall be made only to or upon the
order of the registered owner thereof or his legal representative. All such payments shall be
valid and effectual to satisfy and discharge the liability upon such Note, including the interest
thereon, to the extent of the sum or sums so paid.
(e) Cancellation. All Notes which have been redeemed shall not be reissued but shall be
cancelled by the Registrar. All Notes which are cancelled by the Registrar shall be destroyed
and a Certificate of the destruction thereof shall be furnished promptly to the Issuer; provided
that if the Issuer shall so direct, the Registrar shall forward the cancelled Notes to the Issuer.
(f) Non-Presentment of Notes. In the event any payment check representing payment of
principal of or interest on the Notes is returned to the Paying Agent or if any note is not
presented for payment of principal at the maturity or redemption date, if funds sufficient to pay
such principal of or interest on Notes shall have been made available to the Paying Agent for
the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest
or payment of such Notes shall forthwith cease, terminate and be completely discharged, and
thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for
interest thereon, for the benefit of the owner of such Notes who shall thereafter be restricted
exclusively to such funds for any claim of whatever nature on his part under this Resolution or
on, or with respect to, such interest or Notes. The Paying Agent's obligation to hold such funds
shall continue for a period equal to two years and six months following the date on which such
interest or principal became due, whether at maturity, or at the date fixed for redemption
thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so
held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest
or Notes of whatever nature shall be made upon the Issuer.
Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Notes. In case any outstanding Note
shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar
authenticate and deliver a new Note of like tenor and amount as the Note so mutilated, destroyed,
stolen or lost, in exchange and substitution for such mutilated Note to Registrar, upon surrender of
such mutilated Note, or in lieu of and substitution for the Note destroyed, stolen or lost, upon filing
with the Registrar evidence satisfactory to the Registrar and Issuer that such Note has been
destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer
with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its
agent may prescribe and paying such expenses as the Issuer may incur in connection therewith.
Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption,
made in respect of any Note, shall be made to the registered holder thereof or to their designated
Agent as the same appear on the books of the Registrar on the 15th day of the month preceding the
payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such
Notes to the extent of the payments so made.
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Section 11.Execution, Authentication and Delivery of the Notes. Upon the adoption of this
Resolution, the Mayor and City Clerk shall execute and deliver the Notes to the Registrar, who shall
authenticate the Notes and deliver the same to or upon order of the Original Purchaser. No Note shall
be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the
Registrar shall duly endorse and execute on such Note a Certificate of Authentication substantially in
the form of the Certificate herein set forth. Such Certificate upon any Note executed on behalf of the
Issuer shall be conclusive evidence that the Note so authenticated has been duly issued under this
Resolution and that the holder thereof is entitled to the benefits of this Resolution.
Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right to name
a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each
registered noteholder.
Section 13. Form of Note. Notes shall be printed in substantial compliance with standards
proposed by the American Standards Institute substantially in the form as [provided].
Interest and principal shall be paid to the registered holder of the Note as shown on the records of
ownership maintained by the Registrar as of the 15th day of the month next preceding such interest
payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
This Note is issued pursuant to the provisions of Section 384.83 of the Code of Iowa, for the
purpose of paying costs of acquisition, construction, reconstruction, extending, remodeling,
improving, repairing and equipping all or part of the System, including restoration of two deteriorating
concrete clear well storage reservoirs, and evidences amounts payable under a certain Loan and
Disbursement Agreement dated as of the date hereof, in conformity to a Resolution of the City
Council of said City duly passed and approved. For a complete statement of the revenues and funds
from which and the conditions under which this Note is payable, a statement of the conditions under
which additional notes or bonds of equal standing may be issued, and the general covenants and
provisions pursuant to which this Note is issued, reference is made to the above-described Loan and
Disbursement Agreement and Resolution.
This Note is subject to optional redemption at a price of par plus accrued interest (i) on any interest
payment date after the ten (10) year anniversary date of the Loan and Disbursement Agreement and
this Note or (ii) in the event that all or substantially all of the Project is damaged or destroyed. Any
optional redemption of this Note may be made from any funds regardless of source, in whole or from
time to time in part, in inverse order of maturity, by lot by giving thirty (30) days notice of redemption
by certified or registered mail, to the Iowa Finance Authority (or any other registered owner of the
Note). This Note is also subject to mandatory redemption as set forth in Section 5 of the Agreement.
Ownership of this Note may be transferred only by transfer upon the books kept for such purpose
by the City Treasurer, Dubuque, Iowa the Registrar. Such transfer on the books shall occur only upon
presentation and surrender of this Note at the office of the Registrar, together with an assignment
duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory
to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall,
however, promptly give notice to registered Noteholders of such change. All Notes shall be negotiable
as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration
and transfer contained in the Note Resolution.
This Note and the series of which it forms a part, and any additional obligations which may be
hereafter issued and outstanding from time to time on a parity with said Notes, as provided in the
Resolution and Loan and Disbursement Agreement of which notice is hereby given and which are
hereby made a part hereof, are payable from and secured by a pledge of the net revenues of the
municipal water utility (the "System"), as defined and provided in said Resolution. There has
heretofore been established and the City covenants and agrees that it will maintain just and equitable
rates or charges for the use of and service rendered by said System in each year for the payment of
the proper and reasonable expenses of operation and maintenance of said System and for the
establishment of a sufficient sinking fund to meet the principal of and interest on this series of Notes,
and other obligations ranking on a parity therewith, as the same become due. This Note is not
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payable in any manner by taxation and under no circumstances shall the City be in any manner liable
by reason of the failure of said net earnings to be sufficient for the payment hereof.
And it is hereby represented and certified that all acts, conditions and things requisite, according to
the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed
precedent to the lawful issue of this Note, have been existent, had, done and performed as required
by law.
Section 14. Equality of Lien. The timely payment of principal of and interest on the Notes and
Parity Obligations shall be secured equally and ratably by the revenues of the System without priority
by reason of number or time of sale or delivery; and the revenues of the System are hereby
irrevocably pledged to the timely payment of both principal and interest as the same become due.
Section 15. Application of Note Proceeds - Project Fund. Proceeds of the Notes shall be credited
to the Project Fund and expended there from for the purposes of issuance. Any amounts on hand in
the Project Fund shall be available for the payment of the principal of or interest on the Notes at any
time that other funds of the System shall be insufficient to the purpose, in which event such funds
shall be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the Project
Fund and not immediately required for its purposes may be invested not inconsistent with limitations
provided by law, the Internal Revenue Code and this Resolution.
Section 16. User Rates. There has heretofore been established and published as required by law,
just and equitable rates or charges for the use of the service rendered by the System. Said rates or
charges shall be paid by the owner of each and every lot, parcel of real estate, or building that is
connected with and uses the System, by or through any part of the System or that in any way uses or
is served by the System.
Any revenue paid and collected for the use of the System and its services by the Issuer or any
department, agency or instrumentality of the Issuer shall be used and accounted for in the same
manner as any other revenues derived from the operations of the System.
Section 17. Application of Revenues. From and after the delivery of any Notes, and as long as any
of the Notes or Parity Obligations shall be outstanding and unpaid either as to principal or as to
interest, or until all of the Notes and Parity Obligations then outstanding shall have been discharged
and satisfied in the manner provided in this Resolution, the entire income and revenues of the System
shall be deposited as collected in a fund to be known as the Water Revenue Fund (the "Revenue
Fund"), and shall be disbursed only as follows:
(a) Operation and Maintenance Fund. Money in the Revenue Fund shall first be disbursed
to make deposits into a separate and special fund to pay current expenses. The fund shall be
known as the Water Utility Operation and Maintenance Fund (the "Operation and Maintenance
Fund"). There shall be deposited in the Operation and Maintenance Fund each month an
amount sufficient to meet the current expenses of the month plus an amount equal to 1/12th of
expenses payable on an annual basis such as insurance. After the first day of the month,
further deposits may be made to this account from the Revenue Fund to the extent necessary
to pay current expenses accrued and payable to the extent that funds are not available in the
Surplus Fund.
(b) Sinking Fund. Money in the Revenue Fund shall next be disbursed to make deposits
into a separate and special fund to pay principal of and interest on the Notes and Parity
Obligations. The fund shall be known as the Water Revenue Note Principal and Interest
Sinking Fund (the "Sinking Fund"). The required amount to be deposited in the Sinking Fund in
any month shall be an amount equal to 1/6th of the installment of interest coming due on the
next interest payment date on the then outstanding Notes and Parity Obligations, plus 1/12th
of the installment of principal coming due on such Notes on the next succeeding principal
payment date until the full amount of such installment is on hand. If for any reason the amount
on hand in the Sinking Fund exceeds the required amount, the excess shall forthwith be
withdrawn and paid into the Revenue Fund. Money in the Sinking Fund shall be used solely for
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the purpose of paying principal of and interest on the Notes and Parity Obligations as the same
shall become due and payable.
(c) Subordinate Obligations. Money in the Revenue Fund may next be used to pay principal
of and interest on (including reasonable reserves therefore) any other obligations which by
their terms shall be payable from the revenues of the System, but subordinate to the Notes
and Parity Obligations, and which have been issued for the purposes of extensions and
improvements to the System or to retire the Notes or Parity Obligations in advance of maturity,
or to pay for extraordinary repairs or replacements to the System.
(d) Surplus Revenue. All money thereafter remaining in the Revenue Fund at the close of
each month may be deposited in any of the funds created by this Resolution, to pay for
extraordinary repairs or replacements to the System, or may be used to pay or redeem the
Notes or Parity Obligations, any of them, or for any lawful purpose.
Money in the Revenue Fund shall be allotted and paid into the various funds and accounts
hereinbefore referred to in the order in which said funds are listed, on a cumulative basis on the 10th
day of each month, or on the next succeeding business day when the l0th shall not be a business
day; and if in any month the money in the Revenue Fund shall be insufficient to deposit or transfer the
required amount in any of said funds or accounts, the deficiency shall be made up in the following
month or months after payments into all funds and accounts enjoying a prior claim to the revenues
shall have been met in full.
Section 18. Investments. The funds provided by this Resolution may be invested only in Permitted
Investments or deposited in financial institutions which are members of the Federal Deposit Insurance
Corporation and the deposits in which are insured thereby and all such deposits exceeding the
maximum amount insured from time to time by FDIC or its equivalent successor in any one financial
institution shall be continuously secured by a valid pledge of direct obligations of the United States
Government having an equivalent market value. All such interim investments shall mature before the
date on which the moneys are required for the purposes for which said fund was created or otherwise
as herein provided. The provisions of this Section shall not be construed to require the Issuer to
maintain separate bank accounts for the funds created by this Section; except the Sinking Fund shall
be maintained in a separate account but may be invested in conjunction with other funds of the City
but designated as a trust fund on the books and records of the City.
All income derived from such investments shall be deposited in the Revenue Fund and shall be
regarded as revenues of the System. Investments shall at any time necessary be liquidated and the
proceeds thereof applied to the purpose for which the respective fund was created.
Section 19. Covenants Regarding the Operation of the System. The Issuer hereby covenants and
agrees with each and every holder of the Notes and Parity Obligations:
(a) Maintenance and Efficiency. The Issuer will maintain the System in good condition and
operate it in an efficient manner and at reasonable cost.
(b) Sufficiency of Rates. On or before the beginning of each Fiscal Year the Governing
Body will adopt or continue in effect rates for all services rendered by the System determined
to be sufficient to produce Net Revenues for the next succeeding Fiscal Year which are (i)
adequate to pay the principal and interest requirements thereof and to create or maintain the
reserves as provided in this Resolution, and (ii) not less than 110 percent of the principal and
interest requirements of the next succeeding Fiscal Year. No free use of the System by the
Issuer or any department, agency or instrumentality of the Issuer shall be permitted except
upon the determination of the Governing Body that the rates and changes otherwise in effect
are sufficient to provide Net Revenues at least equal to the requirements of this subsection.
(c) Insurance. The Issuer shall maintain insurance for the benefit of the Noteholders on the
insurable portions of the System of a kind and in an amount which normally would be carried
by private companies engaged in a similar kind of business. The proceeds of any insurance,
except public liability insurance, shall be used to repair or replace the part or parts of the
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System damaged or destroyed, or if not so used shall be placed in an improvement fund for
the benefit of the System.
(d) Accounting and Audits. The Issuer will cause to be kept proper books and accounts
adapted to the System and in accordance with generally accepted accounting practices and
will diligently act to cause the books and accounts to be audited and reported upon by an
Independent Auditor and will provide copies of the audit report to the Department, all as
provided in the Agreement. The Department, Original Purchaser and holders of any of the
Notes and Parity Obligations shall have at all reasonable times the right to inspect the System
and the records, accounts and data of the Issuer relating thereto.
(e) State Laws. The Issuer will faithfully and punctually perform all duties with reference to
the System required by the Constitution and laws of the State of Iowa, including the making
and collecting of reasonable and sufficient rates for services rendered by the System as above
provided, and will segregate the revenues of the System and apply said revenues to the funds
specified in this Resolution.
(f) Property. The Issuer will not sell, lease, mortgage or in any manner dispose of the
System, or any capital part thereof, including any and all extensions and additions that may be
made thereto, until satisfaction and discharge of all of the Notes and Parity Obligations shall
have been provided for in the manner provided in this Resolution; provided, however, this
covenant shall not be construed to prevent the disposal by the Issuer of property which in the
judgment of its Governing Body has become inexpedient or unprofitable to use in connection
with the System, or if it is to the advantage of the System that other property of equal or higher
value be substituted therefore, and provided further that the proceeds of the disposition of such
property shall be placed in a revolving fund to be used in preference to other sources for
capital improvements to the System. Any such proceeds of the disposition of property acquired
with the proceeds of the Notes or Parity Obligations shall not be used to pay principal or
interest on the Notes and Parity Obligations or for payments into the Sinking Fund.
(g) Fidelity Bond. That the Issuer shall maintain fidelity bond coverage in amounts which
normally would be carried by private companies engaged in a similar kind of business on each
officer or employee having custody of funds of the System.
(h) Additional Charges. The Issuer will require proper connecting charges and/or other
security for the payment of service charges.
(i) Budget. The Governing Body of the Issuer shall approve and conduct operations
pursuant to a system budget of revenues and current expenses for each Fiscal Year. Such
budget shall take into account revenues and current expenses during the current and last
preceding Fiscal Years. Copies of such budget and any amendments thereto shall be mailed
to the Original Purchaser and to the Noteholders upon request.
(j) Loan and Disbursement Agreement. The Issuer will comply with the terms and
conditions of the Loan and Disbursement Agreement and perform as provided there under.
Section 20. Remedies of Noteholders. Except as herein expressly limited the holder or holders of
the Notes and Parity Obligations shall have and possess all the rights of action and remedies
afforded by the common law, the Constitution and statutes of the State of Iowa, and of the United
States of America, for the enforcement of payment of their Notes and interest thereon, and of the
pledge of the revenues made hereunder, and of all covenants of the Issuer hereunder.
Section 21. Prior Lien and Parity Obligations. The Issuer will issue no other notes, bonds or
obligations of any kind or nature payable from or enjoying a lien or claim on the property or revenues
of the System having priority over the Notes or Parity Obligations.
Additional Bonds may be issued on a parity and equality of rank with the Notes with respect to the
lien and claim of such additional obligations to the revenues of the System and the money on deposit
in the funds adopted by this Resolution, for the following purposes and under the following conditions,
but not otherwise:
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(a) For the purpose of refunding any of the Notes or Parity Obligations which shall have
matured or which shall mature not later than three months after the date of delivery of such
refunding obligation and for the payment of which there shall be insufficient money in the
Sinking Fund;
(b) For the purpose of making extensions, additions, improvements or replacements to the
System, or refunding any outstanding Notes, Parity Obligations or other obligations issued for
such extensions, additions and improvements, if all of the following conditions shall have been
met:
(i) before any such Additional Bonds ranking on a parity are issued, there will have
been procured and filed with the Clerk, a statement of an Independent Auditor, not a
regular employee of the Issuer, reciting the opinion based upon necessary
investigations that the Net Revenues of the System for the preceding Fiscal Year (with
adjustments as hereinafter provided) were equal to at least 1.10 times the maximum
amount that will be required in any Fiscal Year prior to the longest maturity of any of the
then outstanding Notes or Parity Obligations for both principal of and interest on all
Notes or Parity Obligations then outstanding which are payable from the net earnings of
the System and the Additional Bonds then proposed to be issued.
For the purpose of determining the Net Revenues of the System for the
preceding Fiscal Year as aforesaid, the amount of the gross revenues for such year
may be adjusted by an independent consulting engineer or by the Independent Auditor,
so as to reflect any changes in the amount of such revenues which would have resulted
had any revision of the schedule of rates or charges imposed at or prior to the time of
the issuance of any such Additional Bonds been in effect during all of such preceding
Fiscal Year.
(ii) the Additional Bonds must be payable as to principal and as to interest on the
same month and day as the Notes herein authorized.
(iii) for the purposes of this Section, principal and interest falling due on the first day
of a Fiscal Year shall be deemed a requirement of the immediately preceding Fiscal
Year.
(iv) for the purposes of this Section, general obligation bonds or notes shall be
refunded only upon a finding of necessity by the Governing Body and only to the extent
the general obligation bonds or notes were issued or the proceeds thereof were
expended for the System.
(v) for purposes of this Section, "preceding Fiscal Year" shall be the most recently
completed Fiscal Year for which audited financial statements prepared by a certified
public accountant are issued and available, but in no event a Fiscal Year which ended
more than eighteen months prior to the date of issuance of the Additional Bonds.
Section 22. Disposition of Proceeds; Arbitrage Not Permitted. The Issuer reasonably expects and
covenants that no use will be made of the proceeds from the issuance and sale of the Notes issued
hereunder which will cause any of the Notes to be classified as arbitrage bonds within the meaning of
Section 148(a) and (b) of the Internal Revenue Code of the United States, and that throughout the
term of said Notes it will comply with the requirements of said statute and regulations issued there
under.
To the best knowledge and belief of the Issuer, there are no facts or circumstances that would
materially change the foregoing statements or the conclusion that it is not expected that the proceeds
of the Notes will be used in a manner that would cause the Notes to be arbitrage bonds. Without
limiting the generality of the foregoing, the Issuer hereby agrees to comply with the provisions of the
Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby
incorporated by reference as part of this Resolution. The City Treasurer is hereby directed to make
and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in
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all respects and to execute and deliver the Tax Exemption Certificate at issuance of the Notes to
certify as to the reasonable expectations and covenants of the Issuer at that date.
The Issuer covenants that it will treat as Yield Restricted any proceeds of the Notes remaining
unexpended after three years from the issuance and any other funds required by the Tax Exemption
Certificate to be so treated. If any investments are held with respect to the Notes and Parity
Obligations, the Issuer shall treat the same for the purpose of restricted yield as held in proportion to
the original principal amounts of each issue.
The Issuer covenants that it will exceed any investment yield restriction provided in this Resolution
only in the event that it shall first obtain an opinion of recognized bond counsel that the proposed
investment action will not cause the Notes to be classified as arbitrage bonds under Section 148(a)
and (b) the Internal Revenue Code or regulations issued there under.
The Issuer covenants that it will proceed with due diligence to spend the proceeds of the Notes for
the purpose set forth in this Resolution. The Issuer further covenants that it will make no change in
the use of the proceeds available for the construction of facilities or change in the use of any portion
of the facilities constructed there from by persons other than the Issuer or the general public unless it
has obtained an opinion of bond counsel or a revenue ruling that the proposed project or use will not
be of such character as to cause interest on any of the Notes not to be exempt from federal income
taxes in the hands of holders other than substantial users of the project, under the provisions of
Section 142(a) of the Internal Revenue Code of the United States, related statutes and regulations.
Section 23. Additional Covenants, Representations and Warranties of the Issuer. The Issuer
certifies and covenants with the purchasers and holders of the Notes from time to time outstanding
that the Issuer through its officers, (a) will make such further specific covenants, representations and
assurances as may be necessary or advisable; (b) comply with all representations, covenants and
assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall
constitute a part of the contract between the Issuer and the owners of the Notes; (c) consult with bond
counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary,
such sums of money representing required rebates of excess arbitrage profits relating to the Notes;
(e) file such forms, statements and supporting documents as may be required and in a timely manner;
and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial
advisors, attorneys and other persons to assist the Issuer in such compliance.
Section 24. Amendment of Resolution to Maintain Tax Exemption. This Resolution may be
amended without the consent of any owner of the Notes if, in the opinion of bond counsel, such
amendment is necessary to maintain tax exemption with respect to the Notes under applicable
Federal law or regulations.
Section 25. Qualified Tax-Exempt Obligations. For the sole purpose of qualifying the Note as
"Qualified Tax-Exempt Obligations" pursuant to Section 265(b) of the Internal Revenue Code of the
United States, as amended, the Issuer designates the Note as qualified tax-exempt obligations and
represents that the reasonably anticipated amount of tax-exempt governmental and Internal Revenue
Code Section 501(c)3 obligations which will be issued during the current calendar year will not
exceed Ten (10) Million Dollars.
Section 26. Discharge and Satisfaction of Notes. The covenants, liens and pledges entered into,
created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to
the Notes and Parity Obligations, or any of them, in any one or more of the following ways:
(a) By paying the Notes or Parity Obligations when the same shall become due and
payable; and
(b) By depositing in trust with the City Treasurer, or with a corporate trustee designated by
the Governing Body, for the payment of said obligations and irrevocably appropriated
exclusively to that purpose an amount in cash or direct obligations of the United States the
maturities and income of which shall be sufficient to retire at maturity, or by redemption prior to
maturity on a designated date upon which said obligations may be redeemed, all of such
obligations outstanding at the time, together with the interest thereon to maturity or to the
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designated redemption date, premiums thereon, if any that may be payable on the redemption
of the same; provided that proper notice of redemption of all such obligations to be redeemed
shall have been previously published or provisions shall have been made for such publication.
Upon such payment or deposit of money or securities, or both, in the amount and manner provided
by this Section, all liability of the Issuer with respect to the Notes or Obligations shall cease,
determine and be completely discharged, and the holders thereof shall be entitled only to payment
out of the money or securities so deposited.
Section 27. Resolution a Contract. The provisions of this Resolution shall constitute a contract
between the Issuer and the holder or holders of the Notes and Parity Obligations, and after the
issuance of any of the Notes no change, variation or alteration of any kind in the provisions of this
Resolution shall be made in any manner, except as provided in the next succeeding Section, until
such time as all of the Notes and Parity Obligations, and interest due thereon, shall have been
satisfied and discharged as provided in this Resolution.
Section 28. Amendment of Resolution Without Consent. The Issuer may, without the consent of or
notice to any of the holders of the Bonds and Parity Obligations, amend or supplement this
Resolution for any one or more of the following purposes:
(a) to cure any ambiguity, defect, omission or inconsistent provision in this Resolution or in
the Notes or Parity Obligations; or to comply with any applicable provision of law or regulation
of federal or state agencies; provided, however, that such action shall not materially adversely
affect the interests of the holders of the Notes or Parity Obligations;
(b) to change the terms or provisions of this Resolution to the extent necessary to prevent
the interest on the Notes or Parity Obligations from being includable within the gross income of
the holders thereof for federal income tax purposes;
(c) to grant to or confer upon the holders of the Notes or Parity Obligations any additional
rights, remedies, powers or authority that may lawfully be granted to or conferred upon the
holders of the Notes;
(d) to add to the covenants and agreements of the Issuer contained in this Resolution other
covenants and agreements of, or conditions or restrictions upon, the Issuer or to surrender or
eliminate any right or power reserved to or conferred upon the Issuer in this Resolution; or
(e) to subject to the lien and pledge of this Resolution additional pledged revenues as may
be permitted by law.
Section 29. Amendment of Resolution Requiring Consent. This Resolution may be amended from
time to time if such amendment shall have been consented to by holders of not less than two-thirds in
principal amount of the Notes and Parity Obligations at any time outstanding (not including in any
case any Notes which may then be held or owned by or for the account of the Issuer, but including
such Refunding Obligations as may have been issued for the purpose of refunding any of such Notes
if such Refunding Obligations shall not then be owned by the Issuer); but this Resolution may not be
so amended in such manner as to:
(a) Make any change in the maturity or interest rate of the Notes, or modify the terms of
payment of principal of or interest on the Notes or any of them or impose any conditions with
respect to such payment;
(b) Materially affect the rights of the holders of less than all of the Notes and Parity
Obligations then outstanding; and
(c) Reduce the percentage of the principal amount of Notes, the consent of the holders of
which is required to effect a further amendment.
Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it
shall cause notice of the proposed amendment to be filed with the Original Purchaser and to be
mailed by certified mail to each registered owner of any Note as shown by the records of the
Registrar. Such notice shall set forth the nature of the proposed amendment and shall state that a
copy of the proposed amendatory Resolution is on file in the office of the City Clerk.
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Whenever at any time within one year from the date of the mailing of said notice there shall be filed
with the City Clerk an instrument or instruments executed by the holders of at least two-thirds in
aggregate principal amount of the Notes then outstanding as in this Section defined, which instrument
or instruments shall refer to the proposed amendatory Resolution described in said notice and shall
specifically consent to and approve the adoption thereof, thereupon, but not otherwise, the Governing
Body of the Issuer may adopt such amendatory Resolution and such Resolution shall become
effective and binding upon the holders of all of the Notes and Parity Obligations.
Any consent given by the holder of a Note pursuant to the provisions of this Section shall be
irrevocable for a period of six months from the date of the instrument evidencing such consent and
shall be conclusive and binding upon all future holders of the same Note during such period. Such
consent may be revoked at any time after six months from the date of such instrument by the holder
who gave such consent or by a successor in title by filing notice of such revocation with the City
Clerk.
The fact and date of the execution of any instrument under the provisions of this Section may be
proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take
acknowledgments of deeds within such jurisdiction that the person signing such instrument
acknowledged before him the execution thereof, or may be proved by an affidavit of a witness to such
execution sworn to before such officer.
The amount and numbers of the Notes held by any person executing such instrument and the date
of his holding the same may be proved by an affidavit by such person or by a certificate executed by
an officer of a bank or trust company showing that on the date therein mentioned such person had on
deposit with such bank or trust company the Notes described in such certificate.
Notwithstanding anything in this Section to the contrary, the holder or holders of 100% of the Notes
and Parity Obligations may consent to any amendment of this Resolution, or waive any notices
required hereunder, on such terms and under such conditions as said holders shall determine to be
appropriate.
Section 30. Severability. If any section, paragraph, or provision of this Resolution shall be held to
be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions.
Section 31. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All other
Ordinances, Resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution
are, to the extent of such conflict, hereby repealed; and this Resolution shall be in effect from and
after its adoption.
Section 32. Rule of Construction. This Resolution and the terms and conditions of the Notes
authorized hereby shall be construed whenever possible so as not to conflict with the terms and
conditions of the Loan and Disbursement Agreement. In the event such construction is not possible,
or in the event of any conflict or inconsistency between the terms hereof and those of the Loan and
Disbursement Agreement, the terms of the Loan and Disbursement Agreement shall prevail and be
given effect to the extent necessary to resolve any such conflict or inconsistency.
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Passed and approved this 1 day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, City Clerk
Civil Service Commission: Civil Service Commission submitting the certified lists for the positions
of Equipment Operator I and Public Safety Dispatcher. Upon motion the documents were received
and filed and made a Matter of Record.
Asbury Road Eastbound Lane Widening Project: City Manager recommending acceptance of the
Asbury Road Eastbound Lane Widening Project as completed by Horsfield Construction, Inc., in the
final contract amount of $208,337.38. Upon motion the documents were received and filed and
Resolution No. 491-07 Accepting the Asbury Road Eastbound Lane Widening Project and authorizing
15
payment of the contract amount to the contractor was adopted.
RESOLUTION NO. 491-07
ACCEPTING THE ASBURY ROAD EASTBOUND LANE WIDENING PROJECT AND
AUTHORIZING THE PAYMENT OF THE CONTRACT AMOUNT TO THE CONTRACTOR
Whereas, the Public Improvement Contract for the Asbury Road Eastbound Lane Widening Project
(the Project) has been completed and the City Engineer has examined the work and filed a certificate
stating that the Project has been completed according to the terms of the Public Improvement
Contract and that the City Engineer recommends that the Project be accepted; and
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
Section 1. The recommendation of the City Engineer is approved and the Project is hereby
accepted.
Section 2. The Finance Director is hereby directed to pay to the Contractor from the Wal-Mart
Funds, Plastic Center Inc. Funds and the Right-Turn Lane Asbury-Northwest Arterial Funds
appropriation for the contract amount of $208,337.38 less any retained percentage provided for
therein as provided in Iowa Code chapter 573, and to pay such retainage only in accordance with the
provisions of Iowa Code chapter 573.
st
Passed, approved and adopted this 1 day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, CMC, City Clerk
Federal Building Sidewalk Replacement Project: City Manager recommending approval of a
contract with Portzen Construction, Inc. in the amount of $81,877.50 for the Federal Building
Sidewalk Replacement Project. Upon motion the documents were received, filed, and approved.
Iowa Clean Air Attainment Program (ICAAP) Grant Application: City Manager recommending
approval to submit an application to the Iowa Department of Transportation (Iowa DOT) for Iowa
Clean Air Attainment Program (ICAAP) funding for the City of Dubuque US 151/61 at US 52 and US
151/61 at Maquoketa Drive Traffic Signalization Project. Upon motion the documents were received
and filed and Resolution No. 492-07 Authorizing the filing of an application with the Iowa Department
of Transportation for Iowa Clean Air Attainment Program (ICAA) funding of City of Dubuque US
Highway 151/61 at US 52 and US Highway 151/61 at Maquoketa Drive traffic signalization
improvement project was adopted.
RESOLUTION NO. 492-07
RESOLUTION AUTHORIZING THE FILING OF AN APPLICATION WITH THE IOWA
DEPARTMENT OF TRANSPORTATION FOR IOWA CLEAN AIR ATTAINMENT PROGRAM
(ICAAP) FUNDING OF CITY OF DUBUQUE US HIGHWAY 151/61 at US 52 AND US HIGHWAY
151/61 AT MAQUOKETA DRIVE TRAFFIC SIGNALIZATION IMPROVEMENT PROJECT
Whereas, traffic congestion problems occur at the intersections of US Highway 151/61 at US 52
and at US Highway 151/61 at Maquoketa Drive in the City of Dubuque that could be improved by
traffic signal improvements; and
Whereas, the City of Dubuque has determined that improvements to this intersection will increase
traffic flow, thereby reducing vehicle emissions caused by vehicle delay; and
Whereas, the Iowa Department of Transportation provides, on a competitive basis, funds for
transportation projects that address congestion problems and provide air quality improvements; and
Whereas, the City of Dubuque is willing to commit the necessary local matching funding for project
implementation and upon completion, in cooperation with the Iowa Department of Transportation, be
responsible for adequately maintaining and operating the project for public use during the project’s
useful life.
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NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA THAT:
Section 1. The City makes application to the Iowa Department of Transportation for funds through
the Iowa Clean Air Attainment Program to fund the traffic signal improvements at the US 151/61 at
US 52 and US 151/61 at Maquoketa Drive intersections.
st
Passed, adopted and approved this 1 day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, CMC, City Clerk
Consultant Selection – North Fork Catfish Creek: City Manager recommending approval to
negotiate and enter into a contract with IIW Engineers & Surveyors, PC for the design of the North
Fork Catfish Creek Sanitary and Stormwater Drainage Improvements Project. Upon motion the
documents were received, filed, and approved.
Bell Street Widening – Purchase of Right-of-Way: City Manager recommending approval of the
acquisition plat and acceptance of the proposed right-of-way dedication and sidewalk and sprinkler
system easement as part of the Bell Street Widening Project. Upon motion the documents were
received and filed and Resolution No. 493-07 Approving the acquisition plat of Lot 1A of Adams
stnd
Company’s 1 Addition and Lot 3A of Adams Company’s 2 Addition in the City of Dubuque,
Dubuque County, Iowa, and accepting the dedication of right-of-way for Bell Street was adopted.
RESOLUTION NO. 493-07
ST
A RESOLUTION APPROVING THE ACQUISITION PLAT OF LOT 1A OF ADAMS COMPANY’S 1
ND
ADDITION AND LOT 3A OF ADAMS COMPANY’S 2 ADDITION IN THE CITY OF DUBUQUE,
DUBUQUE COUNTY, IOWA, AND ACCEPTING THE DEDICATION OF RIGHT-OF-WAY FOR
BELL STREET
Whereas, the City of Dubuque entered in an agreement with Diamond Jo, LLC, pursuant to which
they agreed to survey, plat, and dedicate right-of-way along the west side of Bell Street to the City of
Dubuque; and
Whereas, there has been presented to the City Council of the City of Dubuque, Iowa, an
stnd
Acquisition Plat of Lot 1A of Adams Company’s 1 Addition and Lot 3A of Adams Company’s 2
Addition in the City of Dubuque, Iowa, prepared by IIW Engineers & Surveyors, PC; and
st
Whereas, upon said Acquisition Plat of Lot 1A of Adams Company’s 1 Addition and Lot 3A of
nd
Adams Company’s 2 Addition in the City of Dubuque, Dubuque County, Iowa, appears right-of-way
and an easement for public sidewalk and sprinkler system, which the owner, by said Acquisition Plat,
has dedicated to the public forever; and
Whereas, the Acquisition Plat conforms to the laws and statues pertaining thereto.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
st
Section 1. That the dedication of Lot 1A of Adams Company’s 1 Addition and Lot 3A of Adams
nd
Company’s 2 Addition in the City of Dubuque, Dubuque County, Iowa, for right-of-way and
easement for public sidewalk and sprinkler system as they appear upon said Acquisition Plat, be and
the same are hereby accepted.
Section 2. That the Acquisition Plat is hereby approved, and the Mayor and City Clerk are hereby
authorized and directed to execute the Plat for and on behalf of the City of Dubuque, Iowa.
Section 3. That the City Clerk be and is hereby authorized and directed to file the Acquisition Plat
and a certified copy of this resolution in the office of the Recorder in and for Dubuque County, Iowa.
st
Passed, approved and adopted this 1 day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, CMC, City Clerk
17
Cottingham and Butler – Amended Development Agreement: City Manager recommending
approval of the Amended and Restated Development Agreement for Cottingham & Butler, Inc. to
support their rehabilitation of the Security Building at 800 Main Street. Upon motion the documents
were received and filed and Resolution No. 494-07 Approving an Amended and Restated
Development Agreement for Cottingham and Butler’s Security Building Project was adopted.
RESOLUTION NO. 494-07
A RESOLUTION APPROVING AN AMENDED AND RESTATED DEVELOPMENT AGREEMENT
FOR COTTINGHAM & BUTLER’S SECURITY BUILDING PROJECT.
Whereas, the City of Dubuque, Iowa, has an existing development agreement with Cottingham &
Butler, Inc. outlining an incentive package for the rehabilitation of the Security Building; and
Whereas, Security Investments, LLC, is the owner of the building and needs to be a party in the
agreement; and
Whereas, Cottingham & Butler, Inc. will be the developer for the rehabilitation; and
Whereas, it is the determination of this Council that approval of the Development Agreement for
the rehabilitation of the Property by Cottingham & Butler, Inc. according to the terms and conditions
set out in the Development Agreement is in the public interest of the City of Dubuque.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
Section 1. That the Amended and Restated Development Agreement with Cottingham & Butler,
Inc. and Security Investments, LLC, is hereby accepted and approved.
Section 2. That the Mayor is hereby authorized to execute, on behalf of the City Council of the City
of Dubuque, Iowa, the attached Amended and Restated Development Agreement with Cottingham &
Butler, Inc. and Security Investments, LLC.
Section 3. That the City Manager is hereby authorized to execute, on behalf of the City Council of
the City of Dubuque, Iowa, all necessary loan documents and is further authorized to disburse loan
funds from the Downtown Rehabilitation Loan/Grant Program, in accordance with the terms and
conditions of the executed agreement.
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Passed, approved and adopted this 1 day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, CMC, City Clerk
Town Clock Renovation Project: City Manager recommending that the two bids received for the
Town Clock Renovation Project be rejected and the project rebid at a later date. Upon motion the
documents were received and filed and Resolution No. 495-07 Rejecting the contract bid proposals
for the Town Clock Renovation Project was adopted.
RESOLUTION NO. 495-07
REJECTING THE CONTRACT BID PROPOSAL FOR THE TOWN CLOCK RENOVATION
PROJECT
Whereas, a sealed proposal was submitted by contractors for the Town Clock Renovation Project
th
and notice to bidders published in a newspaper published in the City of Dubuque, Iowa, on the 24
day of August, 2007; and
Whereas, the sealed proposals were opened and read by the City Clerk on the 20th day of
September, 2007.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
Section 1. The bid proposals received for the Town Clock Renovation Project is hereby rejected.
Passed, adopted and approved this 1st day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, CMC, City Clerk
18
Housing Trust Fund Application: City Manager recommending approval of an application to be
submitted to the Iowa Finance Authority for a Local Housing Trust Fund Grant of $200,000 in support
of the Washington Neighborhood: Revitalize! strategy. Motion by Michalski to receive and file the
documents and approve. Seconded by Cline. Housing and Community Development Director David
Harris provided a summary of the program. Motion carried 7-0.
655 Gillespie Street: City Manager recommending approval of establishing the fair market value of
property located at 655 Gillespie Street at $151,000. Upon motion the documents were received and
filed and Resolution No. 496-07 Establishing the Fair Market Value of real property owned by Gary A.
Anderson located at 655 Gillespie Street in the City of Dubuque, Iowa, was adopted.
RESOLUTION NO. 496-07
ESTABLISHING THE FAIR MARKET VALUE OF REAL PROPERTY OWNED BY GARY A.
ANDERSON LOCATED AT 655 GILLESPIE STREET IN THE CITY OF DUBUQUE
WHEREAS, the City of Dubuque, Iowa (City) intends to acquire certain properties located in the
nd
area adjacent to the West 32 Street detention basin for purposes of storm water mitigation activities
as recommended in the 2001 HDR “Drainage Basin Master Plan;” and
WHEREAS, City intends to purchase real property owned by Gary A. Anderson legally described
as: Lot 2-1-8 Gillespies Subdivision, in the City of Dubuque, County of Dubuque, Iowa according to
the recorded plat thereof (the Property); and
WHEREAS, Iowa law requires City to make a good faith effort to negotiate with an owner to
purchase an interest in real property before proceeding with acquisition by eminent domain; and
WHEREAS, City may not make an offer to purchase an interest in property which is less than the
fair market value the City has established for the property; and
WHEREAS, the City has caused an appraisal of the Property to be made and the appraised value
of the Property is One Hundred Fifty-One Thousand Dollars ($151,000); and
WHEREAS, the City Council now desires to establish the fair market value of the Property.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
Section 1. The fair market value of the Property is One Hundred Fifty-One Thousand Dollars
($151,000).
Section 2. The City Manager and City Attorney are hereby authorized to commence negotiations
with the owner for purchase of the Property at a price not less than the fair market value established
by this resolution.
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Passed, adopted and approvedthis 1 day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, City Clerk
Dubuque Board of Realtors: Communication from Terry Duggan, President of the Dubuque Board
of Realtors, regarding bluff land zoning. Upon motion the documents were received and filed.
Police Department Five Year Plan: City Manager submitting the Police Department’s five year plan
to create an additional 13 sworn police officer positions to the department beginning in Fiscal Year
2008. Motion by Lynch to receive and file the documents. Seconded by Braig. Lynch said that
Dubuque had the best Police Department in the country, which does everything possible to put the
safety of citizens first. Motion carried 7-0.
Business Licenses: City Manager recommending approval of annual liquor license renewals as
submitted. Upon motion the documents were received and filed and Resolution No. 497-07 Granting
the issuance of a Class “C” Beer Permit to 5-Point Mart and Eagle Country Market and Resolution
19
No. 498-07 Granting the issuance of a Class “C” Beer/Liquor License to Grand River Center and
Bandana’s Bar-B-Q; Class “C” Beer/Liquor License (5-Day Special Event) to Loras College (October
11 and 18, 2007); Class “B” Wine Permit to Eagle Country Market; and Class “B” (WBN) Native Wine
Permit to Solon Langworthy House were adopted.
RESOLUTION NO. 497-07
Whereas, applications for Beer Permits have been submitted and filed to this Council for approval
and the same have been examined and approved: and
Whereas, the premises to be occupied by such applicants were inspected and found to comply
with the Ordinances of the City and have filed proper bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
That the Manager be authorized to cause to be issued the following named applicants a Beer
Permit.
CLASS “C” BEER PERMIT
5-Point Mart 5-Point Mart+(Sunday Sale) 405 Rhomberg Ave.
Downtown Eagle Inc. Eagle Country Market+(Sunday Sale) 1800 Elm St.
Passed, approved and adopted this 1st day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, CMC, City Clerk
RESOLUTION NO. 498-07
Whereas, applications for Liquor Licenses have been submitted to this Council for approval and
the same have been examined and approved; and
Whereas, the premises to be occupied by such applicants were inspected and found to comply
with the State Laws and all City Ordinances relevant thereto and they have filed proper bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
That the Manager be authorized to cause to be issued the following named applicants a Liquor
License.
CLASS “C” BEER/LIQUOR LICENSE
Platinum Hospitality Group Grand River Center+(Sunday/Outdoor Sale) 500 Bell St.
Bandana’s Missouri LLC Bandana’s Bar-B-Q+(Sunday Sale) 2035 JFK Rd.
CLASS “C” BEER/LIQUOR LICENSE(5-DAY SPECIAL EVENT)
Aramark Educational Serv Loras College+(Sunday/Outdoor Sale)10-11-07 1450 Alta Vista
Aramark Educational Serv Loras College+(Sunday/Outdoor Sale)10-18-07 1450 Alta Vista
CLASS “B” WINE PERMIT
Downtown Eagle, Inc Eagle Country Market 1800 Elm St
CLASS “B” (WBN) NATIVE WINE
Keisha Wainwright Solon Langworthy House 264 Alpine St
Passed, approved and adopted this 1st day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, CMC, City Clerk
ITEMS TO BE SET FOR PUBLIC HEARING
Motion by Lynch to receive and file the documents, set the public hearings as indicated, and direct
the City Clerk to publish notice as prescribed by law. Seconded by Braig. Motion carried 7-0.
General Obligation Refunding Bonds: City Manager recommending that a public hearing be set for
October 15, 2007 to consider the issuance of not to exceed $3,585,000 General Obligation Refunding
20
Bonds. Upon motion the documents were received and filed and Resolution No. 499-07 Fixing date
for a meeting on the proposition of the issuance of not to exceed $3,585,000 General Obligation
Refunding Bonds (for an Essential Corporate Purpose) of Dubuque, Iowa, and providing for
publication of notice thereof was adopted setting a public hearing for a meeting to commence at 6:30
p.m. on October 15, 2007, in the Historic Federal Building.
Council Member Kevin Lynch introduced the following Resolution entitled "RESOLUTION FIXING
DATE FOR A MEETING ON THE PROPOSITION OF THE ISSUANCE OF NOT TO EXCEED
$3,585,000 GENERAL OBLIGATION REFUNDING BONDS (FOR AN ESSENTIAL CORPORATE
PURPOSE) OF DUBUQUE, IOWA, AND PROVIDING FOR PUBLICATION OF NOTICE THEREOF",
and moved that the same be adopted. Council Member Karla Braig seconded the motion to adopt.
The roll was called and the vote was, AYES: Braig, Buol, Cline, Connors, Jones, Lynch, Michalski.
NAYS: None.
Whereupon, the Mayor declared the resolution duly adopted as follows:
RESOLUTION NO. 499-07
RESOLUTION FIXING DATE FOR A MEETING ON THE PROPOSITION OF THE ISSUANCE OF
NOT TO EXCEED $3,585,000 GENERAL OBLIGATION REFUNDING BONDS (FOR AN
ESSENTIAL CORPORATE PURPOSE) OF DUBUQUE, IOWA, AND PROVIDING FOR
PUBLICATION OF NOTICE THEREOF
WHEREAS, it is deemed necessary and advisable that the City of Dubuque, Iowa, should issue
General Obligation Refunding Bonds to the amount of not to exceed $3,585,000, as authorized by
Section 384.25 of the City Code of Iowa, for the purpose of providing funds to pay costs of carrying
out an essential corporate purpose project as hereinafter described; and
WHEREAS, before said Bonds may be issued, it is necessary to comply with the provisions of said
Code, and to publish a notice of the proposal to issue such Bonds and of the time and place of the
meeting at which the Council proposes to take action for the issuance of the Bonds and to receive
oral and/or written objections from any resident or property owner of said City to such action.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
Section 1. That this Council meet in the Historic Federal Building, 350 West 6th Street, Dubuque,
th
Iowa, at 6:30 o'clock P.M., on the 15 day of October, 2007, for the purpose of taking action on the
matter of the issuance of not to exceed $3,585,000 General Obligation Refunding Bonds for an
essential corporate purpose of said City, the proceeds of which Bonds will be used to provide funds to
pay costs of refunding and refinancing of certain outstanding City indebtedness, consisting of the
General Obligation Bonds, Series 2000C, dated November 1, 2000.
Section 2. That the Clerk is hereby directed to cause at least one publication to be made of a
notice of said meeting, in a legal newspaper, printed wholly in the English language, published at
least once weekly, and having general circulation in said City, said publication to be not less than four
clear days nor more than twenty days before the date of said public meeting on the issuance of said
Bonds.
Section 3. The notice of the proposed action to issue said Bonds shall be in substantially the
[provided] form.
st
Passed and approved this 1 day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, City Clerk
NOTICE OF MEETING OF THE COUNCIL OF THE CITY OF DUBUQUE, IOWA, ON THE MATTER
OF THE PROPOSED ISSUANCE OF NOT TO EXCEED $3,585,000 GENERAL OBLIGATION
REFUNDING BONDS (FOR AN ESSENTIAL CORPORATE PURPOSE) OF SAID CITY, AND THE
HEARING ON THE ISSUANCE THEREOF
21
PUBLIC NOTICE is hereby given that the Council of the City of Dubuque, Iowa, will hold a public
th
hearing on the 15 day of October, 2007, at 6:30 o'clock P.M., in the Historic Federal Building, 350
West 6th Street, Dubuque, Iowa, at which meeting the Council proposes to take additional action for
the issuance of not to exceed $3,585,000 General Obligation Refunding Bonds for an essential
corporate purpose of said City, in order to provide funds to pay costs of refunding and refinancing of
certain outstanding City indebtedness, consisting of the General Obligation Bonds, Series 2000C,
dated November 1, 2000.
At the above meeting the Council shall receive oral or written objections from any resident or
property owner of said City to the above action. After all objections have been received and
considered, the Council will at this meeting or at any adjournment thereof, take additional action for
the issuance of said Bonds or will abandon the proposal to issue said Bonds.
This notice is given by order of the Council of Dubuque, Iowa, as provided by Section 384.25 of the
City Code of Iowa.
rd
Dated this 3 day of October, 2007.
Jeanne F. Schneider
City Clerk of Dubuque, Iowa
General Obligation Bonds: City Manager recommending that a public hearing be set for October
15, 2007 to consider the issuance of not to exceed $1,200,000 General Obligation Bonds to support
the Asbury Plaza Lift Station and Force Main Project. Upon motion the documents were received and
filed and Resolution No. 500-07 Fixing date for a meeting on the proposition of the issuance of not to
exceed $1,200,000 General Obligation Bonds (for an Essential Corporate Purpose) of Dubuque,
Iowa, and providing for publication of notice thereof was adopted setting a public hearing at a meeting
to commence at 6:30 p.m. on October 15, 2007, in the Historic Federal Building.
Council Member Kevin Lynch introduced the following Resolution entitled "RESOLUTION FIXING
DATE FOR A MEETING ON THE PROPOSITION OF THE ISSUANCE OF NOT TO EXCEED
$1,200,000 GENERAL OBLIGATION BONDS (FOR AN ESSENTIAL CORPORATE PURPOSE) OF
DUBUQUE, IOWA, AND PROVIDING FOR PUBLICATION OF NOTICE THEREOF", and moved that
the same be adopted. Council Member Karla Braig seconded the motion to adopt. The roll was called
and the vote was, AYES: Braig, Cline, Connors, Jones, Lynch, Michalski. NAYS: None.
Whereupon, the Mayor declared the resolution duly adopted as follows:
RESOLUTION NO. 500-07
RESOLUTION FIXING DATE FOR A MEETING ON THE PROPOSITION OF THE ISSUANCE OF
NOT TO EXCEED $1,200,000 GENERAL OBLIGATION BONDS (FOR AN ESSENTIAL
CORPORATE PURPOSE) OF DUBUQUE, IOWA, AND PROVIDING FOR PUBLICATION OF
NOTICE THEREOF
WHEREAS, it is deemed necessary and advisable that the City of Dubuque, Iowa, should issue
General Obligation Bonds to the amount of not to exceed $1,200,000, as authorized by Section
384.25 of the City Code of Iowa, for the purpose of providing funds to pay costs of carrying out an
essential corporate purpose project as hereinafter described; and
WHEREAS, before said Bonds may be issued, it is necessary to comply with the provisions of said
Code, and to publish a notice of the proposal to issue such Bonds and of the time and place of the
meeting at which the Council proposes to take action for the issuance of the Bonds and to receive
oral and/or written objections from any resident or property owner of said City to such action.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
Section 1. That this Council meet in the Historic Federal Building, 350 West 6th Street, Dubuque,
st
Iowa, at 6:30 o'clock P. M., on the 1 day of October, 2007, for the purpose of taking action on the
matter of the issuance of not to exceed $1,200,000 General Obligation Bonds for an essential
corporate purpose of said City, the proceeds of which Bonds will be used to provide funds to pay
22
costs of construction and installation of sanitary sewer improvements and extensions, including those
costs associated with the Asbury Plaza Lift Station and Force Main Project.
Section 2. That the Clerk is hereby directed to cause at least one publication to be made of a
notice of said meeting, in a legal newspaper, printed wholly in the English language, published at
least once weekly, and having general circulation in said City, said publication to be not less than four
clear days nor more than twenty days before the date of said public meeting on the issuance of said
Bonds.
Section 3. The notice of the proposed action to issue said Bonds shall be in substantially the
[provided] form.
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Passed and approved this 1 day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, City Clerk
NOTICE OF MEETING OF THE COUNCIL OF THE CITY OF DUBUQUE, IOWA, ON THE
MATTER OF THE PROPOSED ISSUANCE OF NOT TO EXCEED $1,200,000 GENERAL
OBLIGATION BONDS (FOR AN ESSENTIAL CORPORATE PURPOSE) OF SAID CITY, AND THE
HEARING ON THE ISSUANCE THEREOF
PUBLIC NOTICE is hereby given that the Council of the City of Dubuque, Iowa, will hold a public
th
hearing on the 15 day of October, 2007, at 6:30 o'clock P.M., in the Historic Federal Building, 350
West 6th Street, Dubuque, Iowa, at which meeting the Council proposes to take additional action for
the issuance of not to exceed $1,200,000 General Obligation Bonds for an essential corporate
purpose of said City, in order to provide funds to pay costs of construction and installation of sanitary
sewer improvements and extensions, including those costs associated with the Asbury Plaza Lift
Station and Force Main Project.
At the above meeting the Council shall receive oral or written objections from any resident or
property owner of said City to the above action. After all objections have been received and
considered, the Council will at this meeting or at any adjournment thereof, take additional action for
the issuance of said Bonds or will abandon the proposal to issue said Bonds.
This notice is given by order of the Council of Dubuque, Iowa, as provided by Section 384.25 of the
City Code of Iowa.
rd
Dated this 3 day of October, 2007.
/s/ Jeanne F. Schneider, CMC
City Clerk of Dubuque, Iowa
BOARDS/COMMISSIONS
An application to the following board was reviewed: Building Code Board of Appeals: One 3-year, at-
large, expired term through August 8, 2008 – Term of Gudenkauf. Applicant: Ronald Jahns.
SUSPEND THE RULES
Upon motion the rules were suspended allowing anyone to address the Council.
PUBLIC HEARINGS
Robert Hartig / Medical Associates Clinic (Tabled from September 17, 2007): Proof of publication
on notice of public hearing to consider a request from Robert Hartig / Medical Associates Clinic to
amend the Medical Associates Clinic Planned Unit Development (PUD) District to redesignate
existing greenway buffer for business uses and Zoning Advisory Commission recommending denial.
Motion by Michalski to remove from table. Seconded by Connors. Motion carried 7-0.
23
Motion by Michalski to receive and file the documents and concur with denial. Seconded by
Connors. John Tallent and Bob Hartig, Medical Associates, 1500 Associates Drive, provided a recap
of the project and said they were willing to agree to the 50 foot “expanded setback” or green space
plus screening for a two-level building. Cline questioned the location of the building and was
concerned about the green space. Hartig said they were willing to maintain the green space and fully
screen. Michalski said that some of the green space has been done away with and this design was
different. She could not vote for the project without at least 50 feet of green space. The original PUD
date of 1994 was confirmed for Council Member Braig. Planning Services Manager Laura Carstens
provided a staff report. Holly Young, 3820 Cora Drive and representative for property owners who
oppose the project, said that screening, landscape berms and stormwater drainage solutions are
needed to prevent terrible flooding. She also cited the issues with semi’s, box trucks, and night-time
security lighting overshadowing property. She said that Medical Associates has other options. Young
said she did not meet with Medical Associates after the Zoning Advisory Commission meeting. She
felt threatened by Medical Associates’ presentation at the neighborhood meeting and said that the
neighborhood association is unanimous in its opposition. Michalski said that the businesses can
already be seen from residences and the Zoning Advisory Commission believed there was a
compelling need for the Medical Associates’ expansion. Lynch asked if there was room for
compromise. Young said that what Medical Associates says and does are not the same. Paul
Heacock, part owner of 1635 Associates Drive, worked with Medical Associates for four years and
was supportive of the proposal. The Platinum Building has a 20-foot set back and Heacock has
received no complaints. This proposal has an 80-foot set back. Mary Pat Kerper, 3830 Cora Drive,
said that 100 percent of the property owners are opposed to the proposal and that there is ample
property available on the Medical Associates campus. She said that property owners purchased their
land because of the existing green space and that it was a deciding factor. The green space should
be protected. Rick Stumpf, 2065 Broadlawn Road, spoke on behalf of Dorothy Stumpf, 3840 Cora
Drive, who was opposed to the proposal as drainage was a big issue as well as BFI trucks coming
through Medical Associates twice a week at 6:35 a.m. Eric Kaufmann, 2456 Hilton Springs Road and
owner of property on Cora Drive, said the area was designed to be green space and this proposal
allows Medical Associates to build big and taller buildings with no screening. Hartig said that the
green space issue is being addressed in the way businesses are separated. He said residents would
enjoy more privacy than if there were residences behind them. Stormwater will be maintained. He
noted that no one had ever complained of stormwater until this project was proposed. He also said
that box trucks are used and not semi’s. Michalski said that she would be willing to say that only
business involved in health care will be allowed to build and that is in the restrictive covenant. Hartig
said that only medical-related business would be allowed to build and there would be no strip mall.
Mayor Buol closed the public input portion of the hearing at 8:18 p.m.
Braig said that both sides have compelling arguments and that green space was set aside in 1994,
which has to be maintained. Cline said that she understands both sides, but the neighbors should not
be forced to change the scheme of things now. Michalski wished it could have been worked out and
felt bad about not supporting it. The proposal would credit the city but she could not go against the
green space. Jones also said there were compelling arguments, but a deal is a deal and no different
than the deal made in 1994. He hoped the conversations with both sides would keep going and while
Medical Associates is a good business for the City, he urged them to find an answer. He knows the
stormwater problem will be corrected. Lynch said that in the business environment, things change
rapidly. Buol said he did not want to get locked into the idea that previous decisions can’t be changed.
Motion to receive and file and concur with denial carried 5-2 with Buol and Lynch voting nay.
Individual Historic Designation – 40-42 Main (Tabled from August 20, 2007): Proof of publication on
notice of public hearing to consider approval of the Individual Historic Designation of 40-42 Main
Street and City Manager recommending approval.
Correspondence from property owner Chris Miller requesting tabling to a future date thereby
24
allowing him time to work on State Historic Preservation Tax Credits.
Motion by Michalski to retable. Seconded by Cline. Motion carried 7-0
Vacation and Sale of Undeveloped Alley: Proof of publication on notice of public hearing to
consider the vacation and sale of an undeveloped alley near the old Dubuque Meat Packing Plant site
to SB Development, LLC and City Manager recommending approval. Motion by Cline to receive and
file the documents and adopt Resolution No. 501-07 Vacating an alley and Resolution No. 502-07
Disposing of City interest in Lot 378A of East Dubuque No. 2 in the City of Dubuque, Dubuque
County, Iowa. Seconded by Lynch. Motion carried 7-0.
RESOLUTION NO. 501-07
VACATING AN ALLEY
Whereas, SB Development, LLC has requested the vacating of a portion of an Alley; and
Whereas, IIW Engineers & Surveyors, PC has prepared and submitted to the City Council a plat
showing the vacated Alley and assigned lot number thereto, which hereinafter shall be known and
described as Lot 378A in the City of Dubuque, Dubuque County, Iowa; and
Whereas, the City Council of the City of Dubuque, Iowa has determined that an Alley is no longer
required for public use, and vacating of said Alley, known as Lot 378A of East Dubuque No. 2 in the
City of Dubuque, Dubuque County, Iowa should be approved.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
Section 1. That the real estate described as Lot 378A of East Dubuque No. 2 in the City of
Dubuque, Iowa, be and the same is hereby vacated.
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Passed, approved and adopted this 1 day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, CMC, City Clerk
RESOLUTION NO. 502-07
DISPOSING OF CITY INTEREST IN LOT 378A OF EAST DUBUQUE NO. 2 IN THE CITY OF
DUBUQUE, DUBUQUE COUNTY, IOWA
Whereas, pursuant to resolution and published notice of time and place of hearing, published in
the Telegraph Herald, a newspaper of general circulation published in the City of Dubuque, Iowa on
st st
this 21day of September, 2007, the City Council of the City of Dubuque, Iowa met on the 1 day of
October, 2007, at 6:30 p.m. in the Public Library Auditorium, 360 West 11 Street, Dubuque, Dubuque
County, Iowa to consider the proposal for the sale of real estate described as: Lot 378A of East
Dubuque No. 2 in the City of Dubuque, Dubuque County, Iowa
Whereas, the City Council of the City of Dubuque, Iowa overruled any and all objections, oral or
written to the proposal to sell such real estate.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
Section 1. That the sale of City of Dubuque real property described as Lot 378A of East Dubuque
No. 2 in the City of Dubuque, Dubuque County, Iowa in the City of Dubuque, Dubuque County, Iowa,
to SB Development, LLC be and the same is hereby approved for the sum of $1 plus the cost of
platting, publication, filing fees, and other considerations. Conveyance shall be by Quit Claim Deed.
Section 2. That the Mayor be authorized and directed to execute a Quit Claim Deed, and the City
Clerk be and is hereby authorized and directed to deliver said deed of conveyance to SB
Development, LLC upon receipt of the purchase price in full.
Section 3. That the City Clerk be and is hereby authorized and directed to record a certified copy of
this resolution in the offices of the City Assessor, Dubuque County Recorder and Dubuque County
Auditor.
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Passed, approved and adopted this 1 day of October, 2007.
25
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, CMC, City Clerk
United States Postal Service: Proof of publication on notice of public hearing to consider a lease
agreement with the United States Postal Service for space at the Historic Federal Building and City
Manager recommending approval. Motion by Cline to receive and file the documents and adopt
Resolution No. 503-07 Disposing of interest in real property owned by the City of Dubuque by lease
agreement between the City of Dubuque and the United States Postal Service. Seconded by
Connors. Michalski said that building security needs to be addressed and asked if any thought had
been given to a staffed security desk. Economic Development Director Dave Heiar said that previous
security was not provided by the USPS. Van Milligen will ask Police Chief Wadding to review the
issue. Motion carried 7-0.
RESOLUTION NO. 503-07
APPROVING THE DISPOSAL OF AN INTEREST IN REAL PROPERTY OWNED BY THE CITY OF
DUBUQUE BY LEASE BETWEEN THE CITY OF DUBUQUE, IOWA AND THE UNITED STATES
POSTAL SERVICE
WHEREAS, the City of Dubuque, Iowa (City) owns the real property described as the Historic Federal
th
Building, located at 350 West 6 Street in the City of Dubuque, Iowa; and
WHEREAS, City and United States Postal Service have negotiated a 5 year Lease Agreement, with a
5 year option, for space in the Historic Federal Building, a copy of which is attached; and
WHEREAS, the City Council believes it is in the best interests of the City of Dubuque to approve the
Lease Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
Section 1. The Lease Agreement between City and United States Postal Service is hereby approved
and the City Manager is authorized to execute said lease on behalf of the City of Dubuque.
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Passed, approved and adopted this 1 day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, City Clerk
Fiscal Year 2008 Budget Amendment: Proof of publication on notice of public hearing to consider
the first amendment to the Fiscal Year 2008 Operating Budget and City Manager recommending
approval. Motion by Connors to receive and file the documents and adopt Resolution No. 504-07
Adopting Amendment No. 1 to the Fiscal Year 2008 Budget for the City of Dubuque. Seconded by
Cline. Motion carried 7-0.
31-288
CITY BUDGET AMENDMENT AND CERTIFICATION RESOLUTION
To the Auditor of DUBUQUE County, Iowa:
The City Council of DUBUQUE in said County/Counties met on 10/01/2007, at the place and hour
set in the notice, a copy of which accompanies this certificate and is certified as to publication. Upon
taking up the proposed amendment, it was considered and taxpayers were heard for and against the
amendment.
The Council, after hearing all taxpayers wishing to be heard and considering the statements made
by them, gave final consideration to the proposed amendment(s) to the budget and modifications
proposed at the hearing, if any thereupon, the following resolution was introduced:
RESOLUTION NO. 504-07
A RESOLUTION AMENDING THE CURRENT BUDGET FOR THE FISCAL YEAR ENDING JUNE
30, 2008, (AS AMENDED LAST ON --- )
26
Be it Resolved by the Council of the City of DUBUQUE
Section 1. Following notice published and the public hearing held, 10/01/2007 the current budget
(as previously amended) is amended as set out herein and in the detail by fund type and activity that
supports this resolution which was considered at that hearing:
Total Budget Total Budget
as certified Current after Current
or last amended Amendment Amendment
Revenues & Other Financing Sources
Taxes Levied on Property 1 18,006,072 0 18,006,072
Less: Uncollectted Property Taxes-Levy Year 2 0 0 0
Net Current Property Taxes 3
18,006,072 0 18,006,072
Delinquent Property Taxes 4 0 0 0
TIF Revenues 5 4,357,984 0 4,357,984
Other City Taxes 6 11,222,621 0 11,222,621
Licenses & Permits 7 3,354,041 0 3,354,041
Use of Money and Property 8 17,730,706 131,842 17,862,548
Intergovernmental 9 17,157,450 25,476,917 42,634,367
Charges for Services 10 24,034,801 193,547 24,228,348
Special Assessments 11 700,000 682,627 1,382,627
Miscellaneous 12 4,961,654 3,677,005 8,638,659
Other Financing Sources 13 46,384,888 10,891,735 57,276,623
Total Revenues and Other Sources 14
147,910,217 41,053,673 188,963,890
Expenditures & Other Financing Uses
Public Safety 15 20,906,502 441,451 21,347,953
Public Works 16 10,578,404 773,989 11,352,393
Health and Social Services 17 846,181 119,291 965,472
Culture and Recreation 18 8,336,448 165,584 8,502,032
Community and Economic Development 19 8,512,576 241,344 8,753,920
General Government 20 5,674,587 348,839 6,023,426
Debt Service 21 3,107,249 0 3,107,249
Capital Projects 22 21,808,077 42,271,880 64,079,957
Total Government Activities Expenditures 23 79,770,024 44,362,378 124,132,402
Business Type / Enterprises 24 37,048,839 22,389,518 59,438,357
Total Gov Activities & Business Expenditures 25
116,818,863 66,751,896 183,570,759
Transfers Out 26 33,876,664 6,664,267 40,540,931
Total Expenditures/Transfers Out 27
150,695,527 73,416,163 224,111,690
Excess Revenues & Other Sources Over
(Under) Expenditures/Transfers Out Fiscal Year 28
-2,785,310 -32,362,490 -35,147,800
Continuing Appropriation 29
0 N/A 0
Beginning Fund Balance July 1 30 17,988,807 0 17,988,807
Ending Fund Balance June 30 31
15,203,497 -32,362,490 -17,158,993
st
Passed this 1 day of October, 2007.
/s/ Roy D. Buol, Mayor
/s/ Jeanne F. Schneider, City Clerk
REINSTATE THE RULES
Upon motion the rules were reinstated limiting discussion to the City Council.
27
ACTION ITEMS
Tara Winger: Request of Tara Winger to address the City Council regarding food. In the absence of
Ms. Winger, Cline moved to receive and file the document. Seconded by Connors. Motion carried 7-0.
Arts and Cultural Affairs Advisory Commission: Arts and Cultural Affairs Advisory Commission
submitting the October 2007 State of the Arts report. Motion by Cline to receive and file the
documents. Seconded by Connors. Arts Commissioner Amy Weber provided an overview of the
report. Motion carried 7-0.
175th Anniversary Celebration Coordination Committee: City Manager recommending approval of
a $25,000 grant program designed to encourage the community-wide development of special
projects, contests, displays/exhibits, and events throughout 2008 to commemorate Dubuque's 175th
anniversary. Motion by Michalski to receive and file the documents and approve the recommendation.
Seconded by Cline. Motion carried 7-0.
Silver Dollar Cantina - Community Development Block Grant Loan: City Manager recommending
approval of a $100,000 Community Development Block Grant Economic Development Loan Program
forgivable loan to assist in the establishment of the Silver Dollar Cantina Restaurant in the German
Bank Building at 342 Main. Motion by Cline to receive and file the documents and adopt Resolution
No. 505-07 Authorizing a Commitment Letter and the execution of a Community Development Block
Grant Loan of One Hundred Thousand Dollars ($100,000) to MM&H Corporation. Seconded by Braig.
Motion carried 7-0.
RESOLUTION NO. 505-07
A RESOLUTION AUTHORIZING A COMMITMENT LETTER AND THE EXECUTION OF A
COMMUNITY DEVELOPMENT BLOCK GRANT LOAN OF ONE HUNDRED THOUSAND
DOLLARS ($100,000) TO MM & H CORPORATION
Whereas, under provisions of Title I of the Housing and Community Development Act of 1974, as
amended, the City of Dubuque has received Community Development Block Grant Funds for the
purpose of stimulating economic development activities within the community; and
Whereas, the City of Dubuque, Iowa desires to assist MM & H Corporation’s and to create new
permanent employment opportunities for low and moderate income citizens; and
Whereas, a Commitment Letter, hereto attached and by this reference made a part hereof, sets
forth the terms and conditions of MM & H Corporation’s participation in the City's CDBG Economic
Development Loan Program.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
Section 1. That the Mayor is hereby authorized to execute, on behalf of the City Council of the City
of Dubuque, Iowa, the attached Commitment Letter and to forward said letter to Silver Dollar Cantina,
Inc.
Section 2. That the City Manager be and he is hereby directed to prepare, upon receipt and
acknowledgment of the attached Commitment Letter by the Company, the necessary loan documents
in accordance with the terms and conditions set forth in said Commitment Letter.
Section 3. That the City Manager is hereby authorized to execute, on behalf of the City Council of
the City of Dubuque, Iowa, all necessary loan documents and is further authorized to disburse loan
funds from the CDBG Economic Development Loan Program, in accordance with the terms and
conditions of the executed agreement.
st
Passed, approved and adopted this 1 day of October, 2007.
Roy D. Buol, Mayor
28
Attest: Jeanne F. Schneider, City Clerk
Genuine Genius Solutions – Urban Development Action Grant (UDAG): City Manager
recommending approval to substitute the use of an Urban Development Action Grant (UDAG) loan
rather than the Community Development Block Grant loan for the Genuine Genius Solutions, LLC
project. Motion by Cline to receive and file the documents and approve. Seconded by Connors.
Motion carried 7-0.
Amended and Restated Port of Dubuque Public Parking Facility Development Agreement: City
Manager recommending approval of an Amended and Restated Port of Dubuque Public Parking
Facility Development Agreement between the City of Dubuque and Diamond Jo, LLC. Motion by Cline
to receive and file the documents and adopt Resolution No. 485-07 Approving an Amended and
Restated Port of Dubuque Public Parking Facility Development Agreement between the City of
Dubuque and Diamond Jo, LLC. Seconded by Connors. Motion carried 7-0.
RESOLUTION NO. 485-07
APPROVING AND AUTHORIZING EXECUTION OF THE AMENDED AND RESTATED PORT OF
DUBUQUE PUBLIC PARKING FACILITY DEVELOPMENT AGREEMENT
Whereas, a Port of Dubuque Public Parking Facility Development Agreement (the Original
Agreement), dated February 5, 2007, was entered into by and between the City of Dubuque, a
municipal corporation of the State of Iowa (City), and Diamond Jo, LLC (f/k/a DJ Gaming Company,
LLC), a Delaware limited liability company (DJ); and
WHEREAS, the Original Agreement was amended by a First Amendment to Port of Dubuque
Public Parking Facility Development Agreement approved by the City Council of the City on March
21, 2007 and a Second Amendment to Port of Dubuque Public Parking Facility Development
Agreement dated as of August 6, 2007 (together with the Original Agreement, the “Development
Agreement”); and
WHEREAS, it is now proposed that the City and DJ further amend and restate the Development
Agreement as set forth in the Amended and Restated Port of Dubuque Public Parking Facility
Development Agreement now before this Council.
Section 1. That the form of Amended and Restated Port of Dubuque Public Parking Facility
Development Agreement now before this Council is hereby approved.
Section 2. That the Mayor is hereby authorized and directed to execute said Amended and
Restated Port of Dubuque Public Parking Facility Development Agreement on behalf of the City of
Dubuque and the City Clerk is authorized and directed to attest to his signature.
Section 3. That the City Manager is authorized to take such actions as are necessary to implement
the terms of the Amended and Restated Port of Dubuque Public Parking Facility Development
Agreement as herein approved.
st
Passed, approved and adopted this 1 day October, 2007.
Roy D. Buol, Mayor, Attest:
Attest: Jeanne F. Schneider, City Clerk
Diamond Jo, LLC – Minimum Assessment Agreement: City Manager recommending approval of
the Minimum Assessment Agreement, Guaranty and Escrow Agreement between the City of Dubuque
and Diamond Jo, LLC pursuant to the Amended and Restated Development Agreement for the Port of
Dubuque Public Parking Facility. Motion by Michalski to receive and file the documents and adopt
Resolution No. 486-07 Approving the Minimum Assessment Agreement, Guaranty and Escrow
Agreement pursuant to the Development Agreement for the Port of Dubuque Public Parking Facility
between the City of Dubuque and Diamond Jo, LLC, and authorizing execution of the same.
Seconded by Cline. Motion carried 7-0.
29
Council Member Ann Michalski introduced the following Resolution entitled "RESOLUTION
APPROVING THE FORMS OF MINIMUM ASSESSMENT AGREEMENT, GUARANTY AND
ESCROW AGREEMENT TO BE ENTERED INTO IN CONNECTION WITH THE ISSUANCE OF
URBAN RENEWAL TAX INCREMENT REVENUE BONDS, TAXABLE SERIES 2007, AND
AUTHORIZING EXECUTION OF THE SAME", and moved its adoption. Council Member Patricia
Cline seconded the motion to adopt. The roll was called and the vote was AYES: Braig, Buol, Cline,
Connors, Jones, Lynch, Michalski. NAYS: None
Whereupon the Mayor declared the following Resolution duly adopted:
RESOLUTION NO. 486-07
RESOLUTION APPROVING THE FORMS OF MINIMUM ASSESSMENT AGREEMENT,
GUARANTY AND ESCROW AGREEMENT TO BE ENTERED INTO IN CONNECTION WITH THE
ISSUANCE OF URBAN RENEWAL TAX INCREMENT REVENUE BONDS, TAXABLE SERIES
2007, AND AUTHORIZING EXECUTION OF THE SAME
WHEREAS, this Council has previously instituted proceedings and resolved to take additional
action for the authorization and the issuance of not to exceed $25,000,000 Urban Renewal Tax
Increment Revenue Bonds (the "Bonds") for the purpose of paying costs of aiding in the planning,
undertaking and carrying out of urban renewal project activities under the authority of Chapter 403 of
the Code of Iowa and the Amended and Restated Urban Renewal Plan for the Greater Downtown
Urban Renewal Project Area, including those costs associated with (i) the construction of a multi-level
public parking ramp facility (described herein as the "Parking Facility") in the Port of Dubuque,
pursuant to the Port of Dubuque Public Parking Facility Development Agreement dated February 5,
2007 between the City of Dubuque, Iowa and Diamond Jo, LLC, (ii) the funding of a debt service
reserve fund and a capitalized interest fund for the Bonds, and (iii) the payment of costs associated
with the issuance of the Bonds; and
WHEREAS, in accordance with said Development Agreement, Diamond Jo LLC is obligated to
enter into a Minimum Assessment Agreement and Escrow Agreement with the City of Dubuque prior
to or at the time of issuance of the Bonds, and to deliver a Guaranty to the City relating to the
obligation of Diamond Jo LLC to pay real estate taxes in connection with its casino development,
preliminary copies of which were attached to said Development Agreement as Exhibits D, M and F,
respectively;
WHEREAS, final forms of the Minimum Assessment Agreement, Escrow Agreement and Guaranty
have been negotiated and agreed upon by the City Manager and representatives of Diamond Jo LLC
and Peninsula Gaming, LLC, as guarantor under the Guaranty to be delivered to the City, and have
been determined to be in acceptable form for the purposes intended.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
Section 1. Approval of Minimum Assessment Agreement. That the form and content of the
Minimum Assessment Agreement, the provisions of which are incorporated herein by reference, be
and the same hereby are in all respects authorized, approved and confirmed, and the Mayor and the
City Clerk be and they hereby are authorized, empowered and directed to execute, attest, seal and
deliver the Minimum Assessment Agreement for and on behalf of the City in substantially the form
and content now before this meeting, but with such changes, modifications, additions or deletions
therein as may be approved by such officers with the advice of the City Attorney, and that from and
after the execution and delivery of the Minimum Assessment Agreement, the Mayor and the City
Clerk are hereby authorized, empowered and directed to do all such acts and things and to execute
all such documents as may be necessary to carry out and comply with the provisions of the Minimum
Assessment Agreement as executed.
Section 2. Approval of Guaranty. That the form and content of the Guaranty, the provisions of
which are incorporated herein by reference, be and the same hereby are in all respects authorized,
approved and confirmed, and the Mayor and the City Clerk be and they hereby are authorized,
30
empowered and directed to execute, attest, seal and accept the Guaranty for and on behalf of the
City in substantially the form and content now before this meeting, but with such changes,
modifications, additions or deletions therein as may be approved by such officers with the advice of
the City Attorney.
Section 3. Approval of Escrow Agreement. That the form and content of the Escrow Agreement,
the provisions of which are incorporated herein by reference, be and the same hereby are in all
respects authorized, approved and confirmed, and the Mayor and the City Clerk be and they hereby
are authorized, empowered and directed to execute, attest, seal and deliver the Escrow Agreement
for and on behalf of the City in substantially the form and content now before this meeting, but with
such changes, modifications, additions or deletions therein as may be approved by such officers with
the advice of the City Attorney, and that from and after the execution and delivery of the Escrow
Agreement, the Mayor and the City Clerk are hereby authorized, empowered and directed to do all
such acts and things and to execute all such documents as may be necessary to carry out and
comply with the provisions of the Escrow Agreement as executed.
Passed and approved this 1st day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, City Clerk
Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007: City Manager
recommending adoption of a resolution approving the issuance of Urban Renewal Tax Increment
Revenue Bonds, Taxable Series 2007 for construction of the Port of Dubuque Public Parking Facility.
Motion by Connors to receive and file the documents with amended Page 25 of the Resolution and
adopt Resolution No. 487-07 Authorizing and providing for the issuance of Urban Renewal Tax
Increment Revenue Bonds, Taxable Series 2007, of the City of Dubuque, Iowa and providing for the
securing of such bonds for the purpose of carrying out an Urban Renewal Project in the area of the
City of Dubuque, Iowa designated as the Greater Downtown Urban Renewal District. Seconded by
Cline. Motion Carried 7-0
Council Member Joyce Connors introduced the following Resolution entitled "RESOLUTION
AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $23,025,000 URBAN RENEWAL TAX
INCREMENT REVENUE BONDS, TAXABLE SERIES 2007, OF THE CITY OF DUBUQUE, IOWA,
AND PROVIDING FOR THE SECURING OF SUCH BONDS FOR THE PURPOSE OF CARRYING
OUT AN URBAN RENEWAL PROJECT IN THE AREA OF THE CITY OF DUBUQUE, IOWA
DESIGNATED AS THE GREATER DOWNTOWN URBAN RENEWAL DISTRICT", and moved its
adoption. Council Member Patricia Cline seconded the motion to adopt. The roll was called and the
vote was AYES: Braig, Buol, Cline, Connors, Jones, Lynch, Michalski. NAYS: None
Whereupon the Mayor declared the following Resolution duly adopted:
RESOLUTION NO. 487-07
RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $23,025,000 URBAN
RENEWAL TAX INCREMENT REVENUE BONDS, TAXABLE SERIES 2007, OF THE CITY OF
DUBUQUE, IOWA, AND PROVIDING FOR THE SECURING OF SUCH BONDS FOR THE
PURPOSE OF CARRYING OUT AN URBAN RENEWAL PROJECT IN THE AREA OF THE CITY
OF DUBUQUE, IOWA DESIGNATED AS THE GREATER DOWNTOWN URBAN RENEWAL
DISTRICT
WHEREAS, the City Council of the City of Dubuque, Iowa (the "City" or the "Issuer") has
heretofore, by Resolution No. 108-07 of this City Council approved on February 20, 2007, adopted an
Amended and Restated Urban Renewal Plan (the "Urban Renewal Plan") under which plan there is to
be carried out urban renewal project activities in an area designated as the Greater Downtown Urban
Renewal District (the "Project Area"); and
31
WHEREAS, it is presently estimated that the costs of carrying out the purposes and provisions of
the Urban Renewal Plan for the Project Area, including the purpose set forth in Section 3 hereof,
exceed the funds on hand which are available for such purposes, and provisions must now be made
by the City to provide for the payment of such costs by the issuance of Bonds; and
WHEREAS, the City has heretofore adopted Ordinance No. 20-07, under Section 403.19 of the
Code of Iowa (the "Ordinance"), under which the taxes levied on the taxable property in the Project
Area shall be divided, and a special fund created under the authority of Section 403.19(2) of the Code
of Iowa, as amended (which special fund is hereinafter referred to as the "Greater Downtown Urban
Renewal Tax Increment Revenue Fund" or "Revenue Fund"), which fund was created in order to pay
the principal of and interest on loans, monies advanced to or indebtedness, whether funded,
refunded, assumed, or otherwise, including bonds issued under the authority of Section 403.9(1) of
the Code of Iowa, as amended, incurred by the City to finance or refinance in whole or in part urban
renewal project activities undertaken within the Project Area, and pursuant to which Ordinance such
Revenue Fund may be irrevocably pledged by the City for the payment of principal and interest on
such indebtedness; and
WHEREAS, the notice of intention of Issuer to take action for the issuance of not to exceed
$25,000,000 Urban Renewal Tax Increment Revenue Bonds has heretofore been duly published and
no objections to such proposed action have been filed and it is now necessary and advisable that
provisions be made for the issuance of Bonds to the amount of $23,025,000 pursuant to the
provisions of Section 403.9(1) of the Code of Iowa, payable from a portion of the income and
proceeds of the Revenue Fund and other funds of the City derived from or held in connection with the
undertaking and carrying out of the Urban Renewal Plan for the Project Area as described herein.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IN THE COUNTY OF DUBUQUE, STATE OF IOWA:
Section 1. Definitions. In addition to the defined terms set forth in the preambles hereof, the
following terms shall have the following meanings in this Resolution unless the text expressly or by
necessary implication requires otherwise:
?
"Authorized Denominations" shall mean $5,000 or any integral multiple thereof.
?
"Beneficial Owner" shall mean the person in whose name such Bond is recorded as the
beneficial owner of a Bond by a Participant on the records of such Participant or such person's
subrogee.
?
"Bonds" or "Bond" shall mean the $23,025,000 Urban Renewal Tax Increment Revenue
Bonds, Taxable Series 2007, authorized to be issued by this Resolution.
?
"Capitalized Interest Account" shall mean the account by that name within the Project Fund
created in Section 14 of this Resolution.
?
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of
DTC with respect to the Bonds.
?
"Clerk" shall mean the City Clerk or such other officer of the successor Governing Body as
shall be charged with substantially the same duties and responsibilities.
?
"Company" shall mean Diamond Jo, LLC, a Delaware limited liability company.
?
"Construction Account" shall mean the account by that name within the Project Fund
created in Section 14 of this Resolution.
?
"Costs of Issuance Account" shall mean the account by that name within the Project Fund
created in Section 14 of this Resolution.
?
"Depository Bonds" shall mean the Bonds as issued in the form of one global certificate for
each maturity, registered in the Registration Books maintained by the Registrar in the name of
DTC or its nominee.
?
"Development" shall mean the construction by the Company of a casino development of
not less than 140,000 square feet of floor space, along with necessary site work, on the
32
Development Property at a cost of approximately $45,000,000, in accordance with the terms of the
Development Agreement.
?
"Development Agreement" shall mean the Amended and Restated Port of Dubuque Public
Parking Facility Development Agreement dated as of October 1, 2007 between the City and the
Company, as may be amended from time to time.
?
"Development Property" shall mean that portion of the Project Area being developed by the
Company under the terms of the Development Agreement, upon which the Company has
covenanted to construct the Development, being legally described as Lot 1 of Adams Company's
1st Addition, Lot 3 of Adams Company 2nd Addition, and Lots 1, 2, 3 and 4 of Adams Company
3rd Addition, in Dubuque County, Iowa.
?
"Development Tax Increments" shall mean the Tax Increments collected in respect of the
Development Property and the Development constructed thereon, and the other amounts payable
by the Company under the Minimum Assessment Agreement, which are pledged herein to the
payment of the principal of and interest on the Bonds.
?
"Diamond Jo TIF Account" means the separate account established within the Greater
Downtown Urban Renewal Tax Increment Revenue Fund of the City, in which there shall be
deposited all Tax Increments received by the City in respect of the Development and the
Development Property.
?
"DTC" shall mean The Depository Trust Company, New York, New York, a limited purpose
trust company, or any successor book-entry securities depository appointed for the Bonds.
?
"Fiscal Year" shall mean the twelve-month period beginning on July l of each year and
ending on the last day of June of the following year, or any other consecutive twelve-month period
adopted by the Governing Body or by law as the official accounting period of the Issuer.
?
"Governing Body" shall mean the City Council of the City, or its successor in function with
respect to the operation and control of the Project Area.
?
"Greater Downtown Urban Renewal Tax Increment Revenue Fund" or "Revenue Fund"
means the special fund of the City created under the authority of Section 403.19(2) of the Code of
Iowa and the Ordinance, which fund was created in order to pay the principal of and interest on
loans, monies advanced to, or indebtedness, whether funded, refunded, assumed or otherwise,
including bonds or other obligations issued under the authority of Section 403.19 or 403.12 of the
Code of Iowa, incurred by the City to finance or refinance in whole or in part projects undertaken
pursuant to the Urban Renewal Plan for the Project Area.
?
"Guaranty" shall mean the Guaranty dated October 1, 2007 and executed by the Parent in
favor of the City, pursuant to which the Parent has unconditionally and irrevocably guaranteed to
the City the prompt and complete payment of all real property taxes and assessments levied
against the Development Property and the Development when such payments are required to be
made.
?
"Issuer" and "City" shall mean the City of Dubuque, Iowa.
?
"Minimum Assessment Agreement" shall mean the Minimum Assessment Agreement
dated October 1, 2007 between the Issuer and the Company, pursuant to which the Company has
agreed not to object a minimum assessed valuation for tax purpose of the Development Property
and the Development constructed thereon in an amount of $57,890,649 commencing January 1,
2009, which will generate the Development Tax Increments pledged to pay the principal of and
interest on the Bonds.
?
"North Façade Account" shall mean the account by that name within the Project Fund
created in Section 14 of this Resolution.
?
"North Façade Alternate" shall mean the north facade alternate included as part of the
plans and specifications for the Parking Facility, as described in the Development Agreement.
?
"Original Purchaser" shall mean Robert W. Baird & Co, as the purchaser of the Bonds from
Issuer at the time of their original issuance.
33
?
"Parent" shall mean Peninsula Gaming, LLC, a Delaware limited liability company and a
wholly-owned subsidiary of Peninsula Gaming Partners, LLC, a Delaware limited liability company.
The Company is one of three wholly-owned subsidiaries of the Parent.
?
"Parking Facility" shall mean the approximately 1,130 space multi-level public parking ramp
facility being constructed by the Issuer on property adjacent to the Development Property, as
described in the Development Agreement.
?
"Paying Agent" shall be the Wells Fargo Bank, National Association, or such successor as
may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein
as Issuer's agent to provide for the payment of principal of and interest on the Bonds as the same
shall become due.
?
"Participants" shall mean those broker-dealers, banks and other financial institutions for
which DTC holds Bonds as securities depository.
?
"Project Area" shall mean the Greater Downtown Urban Renewal District of the Issuer, as
amended from time to time.
?
"Project Fund" shall mean the fund established in Section 14 of this Resolution for the
deposit of the proceeds of the Bonds.
?
"Purchase Agreement" shall mean the Bond Purchase Agreement, dated as of the date of
this Resolution, between the City and the Original Purchaser, relating to the purchase of the Bonds
by the Original Purchaser at the time of their issuance.
?
"Registrar" shall be the Wells Fargo Bank, National Association, of Des Moines, Iowa, or
such successor as may be approved by Issuer as provided herein and who shall carry out the
duties prescribed herein with respect to maintaining a register of the owners of the Bonds. Unless
otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds.
?
"Representation Letter" shall mean the Blanket Issuer Letter of Representations executed
and delivered by the Issuer to DTC.
?
"Reserve Fund Requirement" shall mean $2,015,125.00.
?
"Tax Increments" means the property tax revenues divided and made available to the City
for deposit in the Greater Downtown Urban Renewal Tax Increment Revenue Fund under the
provisions of Section 403.19 of the Code and the Ordinance.
?
"Treasurer" shall mean the City Treasurer or such other officer as shall succeed to the
same duties and responsibilities with respect to the recording and payment of the Bonds issued
hereunder.
Section 2. Authority. The Bonds authorized by this Resolution shall be issued pursuant to Section
403.9 of the Code of Iowa, and in compliance with all applicable provisions of the Constitution and
laws of the State of Iowa.
Section 3. Authorization, Purpose, and Approval of Purchase Agreement. There are hereby
authorized to be issued, negotiable, serial, fully registered Urban Renewal Tax Increment Revenue
Bonds, Taxable Series 2007, of the City of Dubuque, in the County of Dubuque, State of Iowa, in the
aggregate principal amount of $23,025,000, for the purpose of paying costs of aiding in the planning,
undertaking and carrying out of urban renewal project activities under the authority of Chapter 403 of
the Code of Iowa and the Amended and Restated Urban Renewal Plan for the Greater Downtown
Urban Renewal Project Area, including those costs associated with (i) the construction of a multi-level
public parking ramp facility (described herein as the "Parking Facility") in the Port of Dubuque,
pursuant to the Amended and Restated Port of Dubuque Public Parking Facility Development
Agreement dated October 1, 2007, as amended, between the City of Dubuque, Iowa and Diamond
Jo, LLC, (ii) the funding of a debt service reserve fund and a capitalized interest fund for the Bonds,
and (iii) the payment of costs associated with the issuance of the Bonds.
The Purchase Agreement is hereby approved in substantially the form presented at this meeting,
and the Mayor and City Clerk are authorized to execute and deliver the same on behalf of the City
34
with such changes as shall to them, upon the advice of the City Attorney, may deem necessary or
appropriate.
Section 4. Source of Payment. As provided by Section 403.9 of the Code of Iowa, the Bonds and
interest thereon shall be payable from and secured solely and only by amounts deposited and held
from time to time in a special Diamond Jo TIF Account hereby established within the Greater
Downtown Urban Renewal Tax Increment Revenue Fund of the City. The City hereby covenants and
agrees to maintain the Ordinance in force during the term of the Bonds, to collect the Development
Tax Increments in accordance with the Minimum Assessment Agreement, and to allocate the said
Development Tax Increments to the Diamond Jo TIF Account for the payment of the principal of and
interest on the Bonds. All of the said Development Tax Increments and any other amounts collected
under the Minimum Assessment Agreement and the Guaranty shall be deposited in the Diamond Jo
TIF Account and are hereby pledged to the payment of the principal of and interest on the Bonds. The
Bonds shall not be payable in any manner from other Tax Increments collected in respect of other
properties within the Project Area or by general taxation or from any other City funds.
The Bonds shall not constitute an indebtedness within the meaning of any statutory debt limitation
or restriction and shall not be subject to the provisions of any other law relating to the authorization,
issuance or sale of Bonds.
The Bonds shall recite in substance that they have been issued by the City in connection with an
urban renewal project as defined in Chapter 403 of the Code of Iowa, and in any suit, action or
proceeding involving the validity or enforceability of any Bonds issued hereunder or the security
therefor, such Bonds shall be conclusively deemed to have been issued for such purpose and such
project shall be conclusively deemed to have been planned, located and carried out in accordance
with the provisions of Chapter 403 of the Code of Iowa.
Section 5. Bond Details.
(a) Urban Renewal Tax Increment Revenue Bonds of the City in the amount of $23,025,000
shall be issued pursuant to the provisions of Section 403.9 of the Code of Iowa for the aforesaid
purpose. The Bonds shall be designated "URBAN RENEWAL TAX INCREMENT REVENUE BONDS,
TAXABLE SERIES 2007", be dated as of the date of delivery, and bear interest from the date thereof,
until payment thereof, at the office of the Paying Agent, the interest thereon being payable on June 1,
2008 and semiannually thereafter on the lst day of June and December in each year until maturity at
the rates hereinafter provided.
The Bonds shall be executed by the manual or facsimile signature of the Mayor and attested by
the manual or facsimile signature of the Clerk, and impressed or printed with the seal of the City and
shall be fully registered as to both principal and interest as provided in this Resolution; principal,
interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check
to the registered owner of the Bond. The Bonds shall be in the denomination of $5,000 or multiples
thereof. The Bonds shall mature and bear interest as follows:
Term Bond
Interest Principal Maturity
Rate Amount June 1st
7.50% $23,025,000 2037
(b) Optional Redemption. Bonds maturing after June 1, 2017 may be called for redemption by
the Issuer, with the consent of the Company, and paid before maturity on such date or any date
thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of
maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued
interest to date of call.
(c) Mandatory Redemption. The Bonds maturing as to principal on June 1, 2037 are Term
Bonds, and shall be subject to mandatory redemption and payment at par and accrued interest in the
principal amounts in each of the years set forth as follows:
Bonds Maturing on June 1, 2037
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Principal Amount of Date of Redemption
Mandatory Redemption (June 1st)
$ 285,000 2011
305,000 2012
330,000 2013
355,000 2014
380,000 2015
410,000 2016
440,000 2017
475,000 2018
510,000 2019
550,000 2020
590,000 2021
635,000 2022
680,000 2023
730,000 2024
785,000 2025
845,000 2026
910,000 2027
975,000 2028
1,050,000 2029
1,130,000 2030
1,215,000 2031
1,305,000 2032
1,400,000 2033
1,505,000 2034
1,620,000 2035
1,740,000 2036
1,870,000 2037*
* Final Maturity
(d) General Redemption Provisions. Thirty days' notice of any optional or extraordinary
redemption shall be given by certified mail to the registered owner of the Bonds. Failure to give such
notice by mail to any registered owner of the Bonds or any defect therein shall not affect the validity of
any proceedings for the redemption of the Bonds. All Bonds or portions thereof called for redemption
will cease to bear interest after the specified redemption date, provided funds for their redemption are
on deposit at the place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be
redeemed by random selection of the names of the registered owners of the entire annual maturity
until the total amount of Bonds to be called has been reached.
Section 6. Issuance of Bonds in Book-Entry Form; Replacement Bonds.
(a) Notwithstanding the other provisions of this Resolution regarding registration, ownership,
transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange
of Depository Bonds for Bonds in the Authorized Denominations, the Bonds shall be issued as
Depository Bonds in denominations of the entire principal amount of each maturity of Bonds (or, if a
portion of the principal amount is prepaid, the principal amount less the prepaid amount); and such
Depository Bonds shall be registered in the name of Cede & Co., as nominee of DTC. Payment of
semi-annual interest for any Depository Bond shall be made by wire transfer or New York Clearing
House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the
Bonds at the address indicated in or pursuant to the Representation Letter.
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(b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent shall have any
responsibility or obligation to any Participant or to any Beneficial Owner. Without limiting the
immediately preceding sentence, neither the Issuer nor the Paying Agent shall have any responsibility
or obligation with respect to (i) the accuracy of the records of DTC or its nominee or of any Participant
with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial
Owner or any other person, other than DTC or its nominee, of any notice with respect to the Bonds,
(iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC or its
nominee, of any amount with respect to the principal of, premium, if any, or interest on the Bonds, or
(iv) the failure of DTC to provide any information or notification on behalf of any Participant or
Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its
nominee to be, the absolute owner of each Bond for the purpose of payment of the principal of,
premium, if any, and interest on such Bond, for the purpose of all other matters with respect to such
Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes
whatsoever (except for the giving of certain Bondholder consents, in accordance with the practices
and procedures of DTC as may be applicable thereto). The Paying Agent shall pay all principal of,
premium, if any, and interest on the Bonds only to or upon the order of the Bondholders as shown on
the Registration Books, and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to the principal of, premium, if any, and interest on the
Bonds to the extent so paid. Notwithstanding the provisions of this Resolution to the contrary
(including without limitation those provisions relating to the surrender of Bonds, registration thereof,
and issuance in Authorized Denominations), as long as the Bonds are Depository Bonds, full effect
shall be given to the Representation Letter and the procedures and practices of DTC thereunder, and
the Paying Agent shall comply therewith.
(c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out its functions
or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the Bonds are no longer
eligible for its depository services or (iii) a determination by the Paying Agent that DTC has resigned
or discontinued its services for the Bonds, if such substitution is authorized by law, the Issuer shall
(A) designate a satisfactory substitute depository as set forth below or, if a satisfactory substitute is
not found, (B) provide for the exchange of Depository Bonds for replacement Bonds in Authorized
Denominations.
(d) To the extent authorized by law, if the Issuer determines to provide for the exchange of
Depository Bonds for Bonds in Authorized Denominations, the Issuer shall so notify the Paying Agent
and shall provide the Registrar with a supply of executed unauthenticated Bonds to be so exchanged.
The Registrar shall thereupon notify the owners of the Bonds and provide for such exchange, and to
the extent that the Beneficial Owners are designated as the transferee by the owners, the Bonds will
be delivered in appropriate form, content and Authorized Denominations to the Beneficial Owners, as
their interests appear.
(e) Any substitute depository shall be designated in writing by the Issuer to the Paying Agent.
Any such substitute depository shall be a qualified and registered "clearing agency" as provided in
Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall
provide for (i) immobilization of the Depository Bonds, (ii) registration and transfer of interests in
Depository Bonds by book entries made on records of the depository or its nominee and (iii) payment
of principal of, premium, if any, and interest on the Bonds in accordance with and as such interests
may appear with respect to such book entries.
Section 7. Registration of Bonds; Appointment of Registrar; Transfer; Ownership; Delivery; and
Cancellation.
(a) Registration. The ownership of Bonds may be transferred only by the making of an entry
upon the books kept for the registration and transfer of ownership of the Bonds, and in no other
way. Wells Fargo Bank, National Association is hereby appointed as Bond Registrar under the
terms of this Resolution and under the provisions of a separate agreement with the Issuer filed
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herewith which is made a part hereof by this reference. Registrar shall maintain the books of the
Issuer for the registration of ownership of the Bonds for the payment of principal of and interest on
the Bonds as provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of
the Uniform Commercial Code and Section 384.83(5) of the Code of Iowa, subject to the
provisions for registration and transfer contained in the Bonds and in this Resolution.
(b) Transfer. The ownership of any Bond may be transferred only upon the Registration Books
kept for the registration and transfer of Bonds and only upon surrender thereof at the office of the
Registrar together with an assignment duly executed by the holder or his duly authorized attorney
in fact in such form as shall be satisfactory to the Registrar, along with the address and social
security number or federal employer identification number of such transferee (or, if registration is to
be made in the name of multiple individuals, of all such transferees). In the event that the address
of the registered owner of a Bond (other than a registered owner which is the nominee of the
broker or dealer in question) is that of a broker or dealer, there must be disclosed on the
Registration Books the information pertaining to the registered owner required above. Upon the
transfer of any such Bonds, a new fully registered Bond, of any denomination or denominations
permitted by this Resolution in aggregate principal amount equal to the unmatured and
unredeemed principal amount of such transferred fully registered Bonds, and bearing interest at
the same rate and maturing on the same date or dates shall be delivered by the Registrar.
(c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the Registrar
shall register, at the earliest practicable time, on the Registration Books, the Bonds, in accordance
with the provisions of this Resolution.
(d) Ownership. As to any Bond, the person in whose name the ownership of the same shall be
registered on the Registration Books of the Registrar shall be deemed and regarded as the
absolute owner thereof for all purposes, and payment of or on account of the principal of any such
Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the
registered owner thereof or his legal representative. All such payments shall be valid and effectual
to satisfy and discharge the liability upon such Bonds, including the interest thereon, to the extent
of the sum or sums so paid.
(e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be
cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and
a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the
Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer.
(f) Non-Presentment of Bonds. In the event any payment check representing payment of
principal of or interest on the Bonds is returned to the Paying Agent or is not presented for
payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of
or interest on Bonds shall have been made available to the Paying Agent for the benefit of the
owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such
Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the
duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of
the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim
of whatever nature on his part under this Resolution or on, or with respect to, such interest or
Bonds. The Paying Agent's obligation to hold such funds shall continue for a period equal to two
years interest or principal became due, whether at maturity, or at the date fixed for redemption
thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held
to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Bonds
of whatever nature shall be made upon the Issuer.
Section 8. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any outstanding
Bonds shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of
Registrar authenticate and deliver a new Bond of like tenor and amount as the Bonds so mutilated,
destroyed, stolen or lost, in exchange and substitution for such mutilated Bonds to Registrar, upon
surrender of such mutilated Bonds, or in lieu of and substitution for the Bond destroyed, stolen or lost,
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upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bonds have
been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and
Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer
or its agent may prescribe and paying such expenses as the Issuer may incur in connection
therewith.
Section 9. Record Date. Payments of principal and interest, otherwise than upon full redemption,
made in respect of any Bonds, shall be made to the registered holder thereof or to their designated
agent as the same appear on the books of the Registrar on the 15th day of the month preceding the
payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such
Bonds to the extent of the payments so made. Payment of principal shall only be made upon
surrender of the Bonds to the Paying Agent.
Section 10. Execution, Authentication and Delivery of the Bonds. Upon the adoption of this
Resolution, the Mayor and Clerk shall execute and deliver the Bonds to the Registrar, who shall
authenticate the Bonds and deliver the same to or upon order of the Original Purchaser. No Bonds
shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless
the Registrar shall duly endorse and execute on such Bonds a Certificate of Authentication
substantially in the form of the Certificate herein set forth. Such Certificate upon any Bonds executed
on behalf of the Issuer shall be conclusive evidence that the Bonds so authenticated has been duly
issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution.
Section 11. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right to name
a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each
registered Bondholder.
No Bonds shall be authenticated and delivered by the Registrar, unless and until there shall
have been provided the following:
?
A certified copy of the resolution of Issuer authorizing the issuance of the Bonds.
?
A written order of Issuer signed by the City Treasurer directing the authentication and delivery
of the Bonds to or upon the order of the Original Purchaser upon payment of the purchase
price as set forth therein.
?
The opinion of Ahlers & Cooney, P.C., Bond Counsel, affirming the validity and legality of all
the Bonds proposed to be issued.
Section 12. Form of Bonds. Bonds shall be printed in substantial compliance with standards
proposed by the American Standards Institute substantially in the form as [provided]
The text of the Bonds to be located thereon at the item numbers shown shall be as [provided]
Interest and principal shall be paid to the registered holder of the Bonds as shown on the
records of ownership maintained by the Registrar as of the 15th day preceding such interest payment
date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
THE ISSUER DOES NOT INTEND OR REPRESENT THAT THE INTEREST ON THE BONDS
WILL BE EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES, AND
THE ISSUER IS NOT OBLIGATED TO TAKE ANY ACTION TO ATTEMPT TO SECURE ANY SUCH
EXCLUSION. THE HOLDER OF THE BONDS THEREFORE SHOULD TREAT THE INTEREST
THEREON AS BEING SUBJECT TO FEDERAL INCOME TAXATION.
This Bond is issued pursuant to the provisions of Section 403.9 of the Code of Iowa, as
amended, for the purpose of paying costs of aiding in the planning, undertaking and carrying out of
urban renewal project activities under the authority of Chapter 403 of the Code of Iowa and the
Amended and Restated Urban Renewal Plan for the Greater Downtown Urban Renewal Project Area,
including those costs associated with (i) the construction of a multi-level public parking ramp facility in
the Amended and Restated Port of Dubuque, pursuant to the Port of Dubuque Public Parking Facility
Development Agreement dated October 1, 2007, as amended, between the City of Dubuque, Iowa
and Diamond Jo, LLC (the "Company"), (ii) the funding of a debt service reserve fund and a
capitalized interest fund for the Bonds, and (iii) the payment of costs associated with the issuance of
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the Bonds, in conformity to a Resolution of the Council of the City duly passed and approved (the
"Resolution").
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
Bonds maturing after June 1, 2017 may be called for redemption by the Issuer, with the
consent of the Company, and paid before maturity on such date or any date thereafter, from any
funds regardless of source, in whole or from time to time in part, in any order of maturity and within an
annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call.
Bonds maturing on June 1, 2037 are subject to mandatory redemption and payment at par and
accrued interest, in the principal amounts set forth in the Resolution on June 1 on each of the years
2011 through 2037, inclusive.
Thirty days' notice of any optional or extraordinary redemption shall be given by certified mail
to the registered owner of the Bonds. Failure to give such notice by mail to any registered owner of
the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of
the Bonds. All Bonds or portions thereof called for redemption will cease to bear interest after the
specified redemption date, provided funds for their redemption are on deposit at the place of
payment.
If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be
redeemed by random selection of the names of the registered owners of the entire annual maturity
until the total amount of Bonds to be called has been reached.
Ownership of the Bonds may be transferred only by transfer upon the books kept for such
purpose by Wells Fargo Bank, National Association, the Registrar. Such transfer on the books shall
occur only upon presentation and surrender of the Bonds at the office of the Registrar, together with
an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall
be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent
but shall, however, promptly give notice to registered Bondholders of such change. All Bonds shall be
negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.83(5) of the
Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution.
The Bonds, as provided in the Resolution of which notice is hereby given and is hereby made
a part hereof, are payable from and secured solely and only by a pledge of the tax increment
revenues ("incremental taxes") collected in respect of certain Development Property and the
Development constructed thereon, each as defined and provided in said Resolution, which are
located within the Greater Downtown Urban Renewal District (the "Project Area") of the City of
Dubuque, Iowa, as referred to and authorized in subsection 2 of Section 403.19 of the Code of Iowa,
as amended. The receipt of such incremental taxes is secured by a Minimum Assessment Agreement
between the City and the Company, as owner of the aforementioned Development Property, under
which the Company has agreed to a minimum assessed value for the Development Property and the
Development constructed thereon which is sufficient in amount to generate the incremental taxes
necessary for the payments on the Bonds. There has heretofore been established and the City
covenants and agrees that it will maintain in force an ordinance providing for the division of
incremental taxes within the Project Area and for the establishment of a sinking fund to meet the
principal of and interest on the Bonds as the same becomes due. The Bonds are not payable in any
manner from incremental taxes collected in respect of other properties within the Project Area or by
general taxation and under no circumstances shall the City be in any manner liable by reason of the
failure of the pledged incremental taxes to be sufficient for the payment hereof.
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And it is hereby represented and certified that all acts, conditions and things requisite,
according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be
performed precedent to the lawful issue of the Bonds, have been existent, had, done and performed
as required by law.
IN TESTIMONY WHEREOF, said City by its City Council has caused the Bonds to be signed
by the manual signature of its Mayor and attested by the manual signature of its City Clerk, with the
seal of said City impressed hereon, and authenticated by the manual signature of an authorized
representative of the Registrar, Wells Fargo Bank, National Association, Des Moines, Iowa.
Section 13. Equality of Lien. The timely payment of principal of and interest on the Bonds shall be
secured equally and ratably by the Development Tax Increments collected and allocated to the
Diamond Jo TIF Account without priority by reason of number or time of sale or delivery; and the
Development Tax Increments collected and allocated to the Diamond Jo TIF Account are hereby
irrevocably pledged to the timely payment of both principal and interest as the same become due.
Section 14. Project Fund; Application of Bond Proceeds. There is hereby established a Project
Fund, and within such Project Fund, a Construction Account, a Capitalized Interest Account, a North
Façade Account, and a Costs of Issuance Account. The balance of the proceeds (net of underwriter’s
discount) of the issuance and delivery of the Bonds shall be credited or deposited and applied as
follows:
(a) $75,042.77 of the proceeds of the Bonds shall be deposited in the Costs of Issuance
Account of the Project Fund and shall be disbursed to pay costs of issuance of the Bonds and the
fees and expenses incurred by the City and the Company in connection with the issuance of the
Bonds.
(b) $3,674,150.21 of the proceeds of the Bonds shall be deposited in the Capitalized Interest
Account of the Project Fund. The Issuer shall, not less than five business days prior to each interest
payment date in the period prior to construction, during construction and for up to 24 months after
completion of construction, or until June 1, 2011, if earlier (the "Capitalized Interest Period"), transfer
to the Sinking Fund from the Capitalized Interest Account an amount sufficient to pay interest on the
Bonds on such interest payment date.
(c) $2,015,125.00 of the proceeds of the Bonds shall be deposited in the Reserve Fund
created under Section 16 hereof.
(d) $686,000.00 of the proceeds of the Bonds shall be deposited in the North Façade Account
of the Project Fund and may be disbursed, at the election of Issuer, to pay for the costs of
constructing the North Façade Alternate.
(e) $17,000,432.02 of the proceeds of the Bonds, representing the remaining balance of said
proceeds, shall be deposited in the Construction Account of the Project Fund. Money on deposit in
the Construction Account shall be paid out from time to time by the Issuer in order to pay for the costs
of constructing the Parking Facility.
Any amounts remaining in the Costs of Issuance Account on June 1, 2008 shall be transferred to
the Construction Account and the Costs of Issuance Account shall be closed. Any amounts remaining
in the Capitalized Interest Account after the Capitalized Interest Period shall be transferred to the
Construction Account, and the Capitalized Interest Account shall be closed. All amounts remaining in
the North Façade Account on June 1, 2012 shall be transferred to the Redemption Account of the
Sinking Fund, and the North Façade Account shall be closed. When all of the eligible construction
costs of the Parking Facility have been paid, any remaining balance in the Project Fund shall be
transferred to the Redemption Account of the Sinking Fund and the Project Fund shall be closed.
Subject to the limitations contained in Code Section 403.9(1) any amounts on hand in the Project
Fund shall be available for the payment of the principal of or interest on the Bonds at any time that
other funds shall be insufficient to the purpose, in which event such funds shall be repaid to the
Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and not
immediately required for its purposes may be invested not inconsistent with limitations provided by
41
law or this Resolution. All income derived from the investment of amounts held in Project Fund shall
be retained in the applicable account of the Project Fund and applied to the specific purposes thereof.
Section 15. Tax Levy. After its adoption, a copy of this Resolution shall be filed in the office of the
County Auditor of Dubuque County to evidence the pledging of a portion of the Greater Downtown
Urban Renewal District Tax Increment Revenue Fund and the portion of taxes to be paid into the
Diamond Jo TIF Account and, pursuant to the direction of Section 403.19 of the Code of Iowa, the
Auditor shall thereafter allocate the taxes in accordance therewith and in accordance with the
Ordinance referred to in the preamble hereof. The Minimum Assessment Agreement shall be
recorded in the office of the County Recorder of Dubuque County, as provided in Section 403.6 of the
Code of Iowa, as amended.
It is hereby certified that the annual amount of Tax Increments to be collected in respect of the
Development Property and the Development located thereon pursuant to Section 403.19(2) of the
Code of Iowa shall be not less than the annual requirement for principal and interest on the Bonds, as
follows:
Amount of Principal Fiscal Year (July 1 to June 30)
and Interest Year of Collection
$2,011,875 2010/2011
2,010,500 2011/2012
2,012,625 2012/2013
2,012,875 2013/2014
2,011,250 2014/2015
2,012,750 2015/2016
2,012,000 2016/2017
2,014,000 2017/2018
2,013,375 2018/2019
2,015,125 2019/2020
2,013,875 2020/2021
2,014,625 2021/2022
2,012,000 2022/2023
2,011,000 2023/2024
2,011,250 2024/2025
2,012,375 2025/2026
2,014,000 2026/2027
2,010,750 2027/2028
2,012,625 2028/2029
2,013,875 2029/2030
2,014,125 2030/2031
2,013,000 2031/2032
2,010,125 2032/2033
2,010,125 2033/2034
2,012,250 2034/2035
2,010,750 2035/2036
2,010,250 2036/2037
Section 16. Application of Revenues. From and after the delivery of the Bonds, and as long as the
Bonds shall be outstanding and unpaid either as to principal or as to interest, or until the Bonds shall
have been discharged and satisfied in the manner provided in this Resolution, the Development Tax
Increments collected in respect of the Development Property and the Development located thereon
shall be deposited as collected in the Diamond Jo TIF Account and shall be disbursed only as follows:
(a) Sinking Fund. There is hereby established and shall be maintained a special fund
within the Diamond Jo TIF Account from which interest and principal on the Bonds will be paid.
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The fund shall be known as the Diamond Jo Bond Principal and Interest Fund (the "Sinking
Fund"). The amount to be deposited in the Sinking Fund in any year shall be an amount equal
to the interest and principal coming due on such Bonds during the Fiscal Year. Money shall be
first deposited into the Interest Account of the Sinking Fund to an amount equal to the interest
falling due in each Fiscal Year. Money shall next be deposited into the Principal Account of the
Sinking Fund to an amount equal to the principal falling due in each Fiscal Year. All income
derived from the investment of amounts held in the Sinking Fund and the Reserve Fund shall
be deposited into the Sinking Fund. Money in the Sinking Fund shall be used solely for the
purpose of paying principal of and interest on the Bonds, as the same shall become due and
payable, or in the case of amounts held in the Redemption Account, upon the optional or
extraordinary redemption of the Bonds.
(b) Reserve Fund. Money in the Revenue Fund shall next be disbursed to maintain a
debt service reserve in an amount equal to the Reserve Fund Requirement. Such fund shall be
known as the Diamond Jo Debt Service Reserve Fund (the "Reserve Fund"). In each month
there shall be deposited in the Reserve Fund an amount equal to 25 percent of the amount
required by this Resolution to be deposited in such month in the Sinking Fund; provided,
however, that when the amount on deposit in the Reserve Fund shall be not less than the
Reserve Fund Requirement, no further deposits shall be made into the Reserve Fund except
to maintain such level, and when the amount on deposit in the Reserve Fund is greater than
the balance required above, such additional amounts shall be withdrawn and paid into the
Sinking Fund. Money in the Reserve Fund shall be used solely for the purpose of paying
principal at maturity of or interest on the Bonds for the payment of which insufficient money
shall be available in the Sinking Fund. Whenever it shall become necessary to so use money
in the Reserve Fund, the payments required above shall be continued or resumed until it shall
have been restored to the required minimum amount.
(c) Surplus Revenue. All revenues thereafter remaining in the Diamond Jo TIF Account
shall be deposited in a surplus revenue fund known as the Surplus Fund (the "Surplus Fund").
All amounts on deposit in the Surplus Fund may be used (i) to remedy any deficiency in any of
the funds created by this Resolution, or (ii) to pay or reimburse the Issuer for other loans,
moneys advanced to or indebtedness incurred to finance or refinance in whole or in part the
project of the Company, as permitted by law, or (iii) to pay or redeem the Bonds or (iv) for any
other lawful purpose. All income derived from the investment of amounts held in the Surplus
Fund shall be retained in the Surplus Fund and regarded as revenues thereof.
Moneys on hand in the Project Fund and all of the funds provided by this Section may be invested
only in direct obligations of the United States Government or deposited in financial institutions which
are members of the Federal Deposit Insurance Corporation ("FDIC") and the deposits in which are
insured thereby and all such deposits exceeding the maximum amount insured from time to time by
FDIC or its equivalent successor in any one financial institution shall be continuously secured by a
valid pledge of direct obligations of the United States Government having an equivalent market value.
Alternatively, such moneys may be invested in tax-exempt bonds or obligations of any state or
political subdivision thereof which are rated by Moody's Investors Service or Standard & Poor's
Corporation at a rating classification equal to "A" or better or, in the case of short-term obligations, a
rating of MIG-1, S&P-1 or better, or other lawful investments as may be authorized under the City’s
investment policy. All such interim investments shall mature before the date on which the moneys are
required for the purposes for which said fund was created or otherwise as herein provided. The
provisions of this Section shall not be construed to require the Issuer to maintain separate bank
accounts for the funds created by this Section; except the Sinking Fund and Reserve Fund each shall
be maintained in a separate account but may be invested in conjunction with other funds of the City
but designated as a trust fund on the books and records of the City.
Section 17. General Covenants. The Issuer hereby covenants and agrees with each and every
holder of the Bonds:
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(a) The Issuer will maintain the Urban Renewal Plan and the Ordinance in force and will
cause the incremental taxes from the Development Property and the Development to be levied
annually and certified to the County Auditor in an amount not less than the principal and
interest falling due within the year, and applied as provided in this Resolution, unless the
Bonds are paid or sufficient provision for their payment is made; provided, however, that to the
extent that amounts are on hand and are sufficient to meet the payments required to be made
and to maintain a sufficient balance in each fund as required by this Resolution, the Issuer may
abate the levy of incremental taxes in any year.
(b) The Issuer will punctually pay or cause to be paid from the Sinking Fund, Reserve Fund
or the Surplus Fund the principal of and interest on the Bonds in strict conformity with the
terms of the Bonds and this Resolution, and it will faithfully observe and perform all of the
conditions, covenants and requirements thereof and hereof.
(c) The Issuer will pay and discharge, or cause to be paid and discharged, from the Sinking
Fund, Reserve Fund or the Surplus Fund, any and all lawful claims which, if unpaid, might
become a lien or a charge upon the Development Tax Increments, or any part thereof, or
which might impair the security of the Bonds. Nothing herein contained shall require the Issuer
to make any such payments so long as the Issuer in good faith shall contest the validity of said
claims.
(d) The Issuer will keep, or cause to be kept, proper books of record and accounts,
separate from all other records and accounts of the Issuer, in which complete and correct
entries shall be made of all transactions relating to the Development Tax Increments. Such
books of record and accounts shall at all times during business hours be subject to inspection
by the holders of not less than 10% of the principal amount of the Bonds then outstanding, or
their representatives authorized in writing.
(e) The Issuer will prepare or cause the preparation of within 180 days after the close of
each Fiscal Year of the Issuer so long as any of the Bonds remain outstanding, complete
financial statements with respect to the preceding Fiscal Year showing the Development Tax
Increments received, and all disbursements from the funds and accounts created by this
Resolution, including the balances in all funds and accounts relating to the Bonds as of the end
of such Fiscal Year, which statements shall be accompanied by a certificate or written opinion
of an independent certified public accountant. The Issuer shall furnish a copy of such
statements to any Bondholder upon written request thereof.
(f) The Issuer will preserve and protect the security of the Bonds and the rights of the
holders of the Bonds, and will warrant and defend their rights against all claims and demands
of all persons. From and after the sale and delivery of the Bonds by the Issuer, the Bonds shall
be incontestable by the Issuer.
(g) The Issuer will adopt, make, execute and deliver any and all such further resolutions,
instruments and assurance as may be reasonably necessary to carry out the intention of, or to
facilitate the performance of, this Resolution, and for the better assuring and confirming unto
the holders of the Bonds the rights and benefits provided in this Resolution.
(h) As long as any portion of the Bonds remain outstanding, the Issuer will continue to
deposit and apply the Development Tax Increments as provided herein. The Issuer covenants
and agrees with the holders of the Bonds so long as any portion of the Bonds remain
outstanding, the Issuer will take no action or fail to take any action which in any way would
adversely effect the ability of the Issuer to allocate or collect the Development Tax Increments.
The Issuer and its officers will comply with all present and future applicable laws in order to
assure that the Development Tax Increments may be collected and deposited into the
Diamond Jo TIF Account for the credit of the respective funds and accounts thereof, as
provided herein.
(i) The Issuer will faithfully and punctually perform all duties with reference to the Urban
Renewal Plan required by the Constitution and laws of the State of Iowa, and will segregate
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the revenues of the Project Area and apply said revenues to the funds as specified in this
Resolution.
(j) The Issuer reserves the right to amend the Urban Renewal Plan for the Project Area and
the Ordinance in its lawful discretion; provided, that in no event shall obligations resulting from
an amendment or merger thereof have any priority over the Bonds.
Section 18. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with
and carry out all of the provisions of the Continuing Disclosure Certificate, and the provisions of the
Continuing Disclosure Certificate are hereby approved and incorporated by reference as part of this
Resolution and made a part hereof and the Mayor and City Clerk are hereby authorized to execute
and deliver the same at issuance of the Bonds. Notwithstanding any other provision of this
Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be
considered an event of default under this Resolution; however, any holder of the Bonds or Beneficial
Owner may take such actions as may be necessary and appropriate, including seeking specific
performance by court order, to cause the Issuer to comply with its obligations under the Continuing
Disclosure Certificate. For purposes of this Section, "Beneficial Owner" means any person which (a)
has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of,
any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries),
or (b) is treated as the owner of any Bonds for federal income tax purposes.
Section 19. Prior Lien and Parity Bonds. The Issuer will issue no other bonds or obligations of any
kind or nature payable from or enjoying a lien or claim on the property or revenues of the Diamond Jo
TIF Account having priority over the Bonds.
Additional Bonds may be issued on a parity and equality of rank with the Bonds with respect to
the lien and claim of such additional obligations to the revenues of the Diamond Jo TIF Account and
the money on deposit in the funds created in this Resolution, for the purpose of refunding any of the
Bonds, and for no other purpose, if (i) the Company shall have consented in writing to the issuance of
said refunding Bonds and (ii) the Issuer shall have obtained a report from an independent auditor or
financial advisor demonstrating that the refunding will reduce the total debt service payments on the
Bonds being refunded on a present value basis or, as an alternative to, and in lieu thereof, the Bonds
are being refunded under arrangements which immediately result in making provisions for the
payment of the refunded Bonds.
Notwithstanding anything in this Section to the contrary, the Issuer reserves the right to issue
other obligations payable from the Tax Increments collected in respect of other properties within the
Project Area, without notice to or consent of the Original Purchaser or other holders of the Bonds, on
such terms as the Issuer determines to be appropriate, in its sole discretion.
Section 20. Discharge and Satisfaction of Bonds. The covenants, liens and pledges entered into,
created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to
the Bonds in any one or more of the following ways:
(a) By paying the Bonds when the same shall become due and payable; or
(b) By depositing in trust with the Treasurer, or with a corporate trustee designated by the
governing body for the payment of said obligations and irrevocably appropriated exclusively to
that purpose an amount in cash or direct obligations of the United States the maturities and
income of which shall be sufficient to retire at maturity, or by redemption prior to maturity on a
designated date upon which said obligations may be redeemed, all of such obligations
outstanding at the time, together with the interest thereon to maturity or to the designated
redemption date, premiums thereon, if any that may be payable on the redemption of the
same; provided that proper notice of redemption of all such obligations to be redeemed shall
have been previously published or provisions shall have been made for such publication.
Upon such payment or deposit of money or securities, or both, in the amount and manner provided
by this Section, all liability of the Issuer with respect to the Bonds shall cease, determine and be
completely discharged, and the holders thereof shall be entitled only to payment out of the money or
securities so deposited.
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Section 21. Events of Default. An Event of Default is one or more of the following:
(a) A default shall be made in the due and punctual payment of the principal or redemption
price of any Bond when and as the same shall become due and payable, whether at maturity
or by call or proceedings for redemption, or otherwise;
(b) A default shall be made in the due and punctual payment of any installment of interest on
any Bond when and as such interest installment shall become due and payable; or
(c) A default shall be made by the Issuer or the Company in the performance or observance of
any other of the covenants, agreements or conditions on their part in this Resolution or in the
Bonds contained, or in the Minimum Assessment Agreement, and such default shall have
continued for a period of 30 day after written notice specifying such default and requiring that it
shall have been remedied is given to the Issuer, the Company and to the Paying Agent by the
owners of not less than 25% in principal amount of the Bonds outstanding; provided that, if
such failure cannot be corrected within such 30 days period, it shall not constitute an Event of
Default if corrective action is instituted within such period and such corrective action is
diligently pursued until the failure is corrected, provided that if such corrective action includes
legal action such legal action shall be diligently pursued until either the failure is corrected or
such failure shall be determined by a court of final and competent jurisdiction as not
correctable as a matter of law.
Section 22. Remedies. In the event that an Event of Default described in Section 21 shall occur
and be continuing, the holders of a majority in principal amount of the outstanding Bonds shall have
the right to appoint a trustee with the power and responsibility to take possession of the funds and
accounts of the Issuer created under this Resolution, to collect the Development Tax Increments, and
to take such other actions as said trustee may deem necessary to comply with this Resolution or the
Minimum Assessment Agreement, and to assure that the Development Tax Increments will be
collected in amounts sufficient to pay all principal of and interest on the Bonds. The right of the
holders of the Bonds to require the appointment of such a trustee shall not be exclusive, and upon the
occurrence of an Event of Default as herein outlined, such holders shall have the right to proceed at
law or in equity, in any form of action which shall to them seem appropriate. The holders of the Bonds
shall have no right to accelerate any payment obligation of the Issuer with respect to the Bonds.
No holder of any Bond shall have the right to institute any proceeding, judicial or otherwise, for
the enforcement of the covenants herein contained, except as provided in this Section. The holders of
not less than a majority in principal amount of the outstanding Bonds shall have the right, either at law
or in equity, through suit, action or other proceedings, to protest and enforce the rights of all holders
of such Bonds and to compel the performance of any and all of the covenants required herein to be
performed by the Issuer, and its officers and employees, including but not limited to the collection and
proper segregation of the Development Tax Increments and the application and use thereof. The
holders of a majority in principal amount of outstanding Bonds shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Bondholders or the
exercise of any power conferred on them and the right to waive a default in the performance of any
such covenant, and its consequences, except a default in the payment of the principal of or interest
on any Bond when due. Nothing herein, however, shall impair the absolute and unconditional right of
the holder of each Bond to receive payment of the principal of, premium, if any, and interest on such
Bond as such principal, premium and interest respectively become due, and to institute suit for any
such payment.
Section 23. Resolution a Contract. The provisions of this Resolution shall constitute a contract
between the Issuer and the holder or holders of the Bonds, and after the issuance of any of the
Bonds no change, variation or alteration of any kind in the provisions of this Resolution shall be made
in any manner, except as provided in the next succeeding Sections, until such time as all of the
Bonds, and interest due thereon, shall have been satisfied and discharged as provided in this
Resolution.
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Section 24. Amendment of Resolution Without Consent. The Issuer may, without the consent of or
notice to any of the holders of the Bonds, amend or supplement this Resolution for any one or more
of the following purposes:
(a) to cure any ambiguity, defect, omission or inconsistent provision in this Resolution or in
the Bonds; or to comply with any application provision of law or regulation of federal or state
agencies; provided, however, that such action shall not materially adversely affect the interests
of the holders of the Bonds;
(b) to grant to or confer upon the holders of the Bonds any additional rights, remedies,
powers or authority that may lawfully be granted to or conferred upon the holders of the Bonds;
(c) to add to the covenants and agreements of the Issuer contained in this Resolution other
covenants and agreements of, or conditions or restrictions upon, the Issuer or to surrender or
eliminate any right or power reserved to or conferred upon the Issuer in this Resolution; or
(d) to subject to the lien and pledge of this Resolution additional pledged revenues as may
be permitted by law.
Section 25. Amendment of Resolution Requiring Consent. This Resolution may be amended from
time to time if such amendment shall have been consented to by holders of not less than two-thirds in
principal amount of the Bonds at any time outstanding; but this Resolution may not be so amended in
such manner as to:
(a) Make any change in the maturity or interest rate of the Bonds, or modify the terms of
payment of principal of or interest on the Bonds or any of them or impose any conditions with
respect to such payment;
(b) Materially affect the rights of the holders of less than all of the Bonds then outstanding;
and
(c) Reduce the percentage of the principal amount of Bonds, the consent of the holders of
which is required to effect a further amendment.
Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section,
it shall cause notice of the proposed amendment to be filed with the Original Purchaser and to be
mailed by certified mail to each registered owner of any Bond as shown by the records of the
Registrar. Such notice shall set forth the nature of the proposed amendment and shall state that a
copy of the proposed amendatory Resolution is on file in the office of the City Clerk.
Whenever at any time within one year from the date of the mailing of the notice there shall be
filed with the City Clerk an instrument or instruments executed by the holders of at least two-thirds in
aggregate principal amount of the Bonds then outstanding as in this Section defined, which
instrument or instruments shall refer to the proposed amendatory Resolution described in the notice
and shall specifically consent to and approve the adoption thereof, thereupon, but not otherwise, the
Governing Body of the Issuer may adopt such amendatory Resolution and such Resolution shall
become effective and binding upon the holders of all of the Bonds.
Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be
irrevocable for a period of six months from the date of the instrument evidencing such consent and
shall be conclusive and binding upon all future holders of the same Bond during such period. Such
consent may be revoked at any time after six months from the date of such instrument by the holder
who gave such consent or by a successor in title by filing notice of such revocation with the City
Clerk.
The fact and date of the execution of any instrument under the provisions of this Section may
be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to
take acknowledgments of deeds within such jurisdiction that the person signing such instrument
acknowledged before him the execution thereof, or may be proved by an affidavit of a witness to such
execution sworn to before such officer.
The amount and numbers of the Bonds held by any person executing such instrument and the
date of his holding the same may be proved by an affidavit by such person or by a certificate
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executed by an officer of a bank or trust company showing that on the date therein mentioned such
person had on deposit with such bank or trust company the Bonds described in such certificate.
Section 26. Severability. If any section, paragraph, or provision of this Resolution shall be held to
be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions.
Section 27. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All other
ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution
are, to the extent of such conflict, hereby repealed; and this Resolution shall be in effect from and
after its adoption.
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Passed and approved this 1 day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, City Clerk
Awarding Construction Contract for the Port of Dubuque Public Parking Facility Project: City
Manager recommending approval of the Third Agreement between the City of Dubuque and Kraemer
Brothers, LLC and award of the public improvement contract for the Port of Dubuque Public Parking
Facility Project to Kraemer Brothers, LLC. Motion by Jones to receive and file the documents and
adopt Resolution No. 488-07 Approving the Third Agreement between the City of Dubuque, Iowa and
Kraemer Brothers, LLC extending the bid for the construction of the Port of Dubuque Public Parking
Facility and Resolution No. 489-07 Awarding Public Improvement Contract for the Port of Dubuque
Public Parking Facility Project to Kraemer Brothers, LLC. Seconded by Connors. Motion carried 7-0.
RESOLUTION NO. 488-07
APPROVING THE THIRD AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND
KRAEMER BROTHERS, LLC EXTENDING THE BID FOR THE CONSTRUCTION OF THE PORT
OF DUBUQUE PUBLIC PARKING FACILITY
WHEREAS, City of Dubuque, a municipal corporation of the State of Iowa (City), has heretofore
approved plans, specifications and form of contract for the Port of Dubuque Public Parking Facility
(the Project) which, among other things, allow the City up to 30 days to accept or reject bids for
construction of the Project; and
WHEREAS, by Resolution No. 372-07 adopted July 2, 2007, the City Council authorized the
advertisement for bids for the construction of the Port of Dubuque Public Parking Facility Project; and
WHEREAS, City opened bids for construction of the Project on July 25, 2007, and Kraemer
Brothers, LLC (Kraemer) was the only bidder that submitted a bid at such time; and
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WHEREAS, Kraemer’s bid expired on the 24 day of August, 2007; and
WHEREAS, Kraemer agreed to extend its bid through September 19, 2007; and
WHEREAS, City has made an additional request that Kraemer extend its bid through October 19,
2007; and
WHEREAS, in consideration for City forbearing the rebidding of the Project, Kraemer is willing to
extend its bid on the terms and conditions set forth in the attached Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA AS FOLLOW:
SECTION 1. The Agreement attached hereto is hereby approved.
SECTION 2. The Mayor is authorized and directed to sign the Agreement on behalf of the City of
Dubuque.
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Passed, approved, and adopted this 1 day of October, 2007
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, City Clerk
RESOLUTION NO. 489-07
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AWARDING THE PUBLIC IMPROVEMENT CONTRACT FOR THE PORT OF DUBUQUE
PUBLIC PARKING FACILITY PROJECT
Whereas, a sealed proposal was submitted by Kraemer Brothers, LLC (Kraemer) for the Port of
Dubuque Public Parking Facility Project (the Project) pursuant to Resolution and Notice to Bidders
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published on the 6 day of July, 2007.
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Whereas, said sealed proposal was opened and read on the 25 day of July, 2007, and Kraemer
with a bid in the amount of $18,692,000, as revised pursuant to the First, Second and Third
Agreements between the City of Dubuque and Kraemer, was the only responsive, responsible bidder
for the Project.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
That a Public Improvement Contract for Project is hereby awarded to Kraemer and the City
Manager is hereby directed to execute a Public Improvement Contract on behalf of the City of
Dubuque for the Project.
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Passed, approved and adopted this 1 day of October, 2007.
Roy D. Buol, Mayor
Attest: Jeanne F. Schneider, CMC, City Clerk
Comprehensive Plan Update: City Manager requesting that the Mayor and City Council select a
date for a work session to discuss the Comprehensive Plan update.
Communication from the Long Range Planning Advisory Commission recommending that the City
Council not accept the City Attorney’s suggested changes.
Motion by Cline to receive and file the documents and set a work session for December 10 at 6
p.m. in the Historic Federal Building. Seconded by Connors. Michalski noted the increase in funding
in areas of the Comprehensive Plan such as mental health. She believed the City is doing things it
can’t do or shouldn’t be involved in. Cline said that the City shouldn’t put itself at risk by having to do
things. Buol said there will be discussion among Council. Braig said there needs to be an agenda and
a description of what Council’s role is as well as a set of instructions. Motion carried 7-0.
COUNCIL MEMBER REPORTS
Buol said that because of the improvements made for the Iowa League of Cities Conference, the
City looks beautiful and very impressive. He congratulated the City Manager on being awarded City
Manager of the Year by the Iowa City/County Management Association.
Cline submitted correspondence from John Markham, 1724 Geraldine, regarding the Sister City
Program.
PUBLIC INPUT
Evelyn Bross submitted correspondence and spoke regarding her concerns with Jackson Park and
youth mentoring.
There being no further business, upon motion the City Council adjourned at 9:20 p.m.
/s/ Jeanne F. Schneider, CMC
City Clerk
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