Bond Purchase Agreement - Sales Tax Increment Revenue Bonds_Senior Bond Series 2015A Copyright 2014
City of Dubuque Action Items # 6.
ITEM TITLE: Bond Purchase Agreement - Sales Tax Increment Revenue Bonds
SUMMARY: City Manager recommending approval of the Bond Purchase Agreement
and the approval of issuance of Sales Tax Increment Revenue Bonds
(Annual Appropriation Property Tax Supported), Senior Bond Series
2015A.
RESOLUTION Approving the Form and Authorizing Execution of a Bond
Purchase Agreement in Connection With the Issuance of Sales Tax
Increment Revenue Bonds (Annual Appropriation Property Tax
Supported), Senior Bond Series 2015A
RESOLUTION Series 2015A Resolution Authorizing and Providing for the
Issuance and Securing the Payment of Sales Tax Increment Revenue
Bonds (Annual Appropriation Property Tax Supported), Senior Bond
Series 2015A, by the City of Dubuque Under the Provisions of Chapter
418 of the Code of Iowa, Providing for a Method of Payment Thereof, and
Other Related Matters
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s)
ATTACHMENTS:
Description Type
❑ MVM Memo City Manager Memo
❑ Staff Memo Staff Memo
❑ Bond Purchase Agreement Resolution Resolutions
❑ Authorizing and Providing for Issuance and Securing Payment Resolutions
Resolution
❑ Bond Counsel Letter Supporting Documentation
❑ Bond Purchase Agreement Supporting Documentation
THE CITY OF Dubuque
UBE I
erica .i
Masterpiece on the Mississippi 2007-2012-2013
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolutions for the Bond Purchase Agreement and Providing for the
Issuance and Securing the Payment in Connection with the Issuance of
Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax
Supported), Senior Bond Series 2015A
DATE: May 11, 2015
Budget Director Jennifer Larson is recommending City Council approval of the Bond
Purchase Agreement and the approval of issuance of Sales Tax Increment Revenue
Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A.
The Bee Branch Watershed, which includes the City's most developed areas where
over 50% of city residents either live or work, has experienced repeated flooding
impacting thousands of properties and over seventy businesses. Six Presidential
Disaster Declarations have been issued since 1999 as a result of flood damage to
public and private property.
In 2012 the State of Iowa Flood Mitigation Program was created. It established a Sales
Tax Increment Fund. The Sales Tax Increment Fund is to consist of the increase in the
state share of the sales tax revenues from communities with qualifying applications. A
community is only eligible to receive up to 70% of the incremental increase in state
sales tax. Statewide, the maximum state share of sales tax increment that can be
diverted from the state and used instead for flood mitigation projects is $30 million per
year. The maximum award for any qualifying single community is $15 million per year.
To qualify for sales tax increment funding, federal financial assistance must have been
secured for the project. A local match is also required and the state sales tax increment
cannot exceed 50% of the total project cost. In April of 2013 the State Flood Mitigation
Program Board was established. And at its third meeting in July of 2013, the Board
adopted the administrative rules for the Program.
In 2013, the City Council adopted the Drainage Basin Master Plan authored by HDR
Engineering that outlines improvements to mitigate flooding. Collectively, the 12-phase
project is referred to as the Bee Branch Watershed Flood Mitigation Project.
On December 4, 2013, the Iowa Flood Mitigation Board approved the City's application
and use of$98,494,178.00 in state sales tax increment funds for the Bee Branch
Watershed Flood Mitigation Project.
Through the agreement with the Iowa Flood Mitigation Board, the City will receive up to
$98,494,178.00 in sales tax increment revenue over a twenty-year period per the
schedule outlined in the City's Project Plan.
In order to allow for constructing flood mitigation improvements as soon as possible, the
Iowa Flood Mitigation Program specifically allowed for communities to issue debt, build
the improvements, and abate the debt using the annual sales tax increment payments
from the State. This creates the opportunity for cities to sell Sales Tax Increment
Revenue Bonds.
The revenue bonds are payable from sales tax increment revenue and will have a bond
reserve fund to cover the highest year of debt service in the event that the sales tax
increment revenues are insufficient to pay principal and interest.
The City of Dubuque Series 2015A Sales Tax Increment Revenue Bonds are the first of
its kind being sold in the Iowa Market. Financing for the project was reviewed by the
City's financial advisor, Independent Public Advisors, LLC and the City's Bond Counsel,
Ahlers and Cooney. In addition, the bond structure, timing and marketing of the bonds
was reviewed by the City's underwriter, R.W. Baird.
On May 11 , 2015, Moody's Investors Service assigned an A3 rating to the proposed
Series 2015A Sales Tax Increment Revenue Bonds. Bond issues with an A rating
present above-average creditworthiness relative to other U.S. municipal or tax-exempt
issuers or issues. The Series 2015A Sales Tax Increment Revenue Bonds are not
backed by the full faith and credit of the City of Dubuque and are rated separately from
the City's general obligation bonds.
The Bond Purchase Agreement is between the City of Dubuque and the City's
underwriter, Robert W. Baird & Co., in connection with the Series 2015A Sales Tax
Increment Revenue Bonds. The Bond Purchase Agreement is a legally binding
document between the bond issuer (City) and the underwriter (Baird) establishing the
terms of the bond sale. The terms of a bond purchase agreement includes sale
conditions, sales price, bond interest rate, bond maturity, bond redemption provisions,
sinking fund provisions and conditions under which the agreement may be canceled.
After the issuer delivers the bonds to the underwriter and the underwriter pays the
issuer for them, the underwriter will put the bonds on the market at the price and yield
established in the bond purchase agreement and investors will purchase the bonds from
the underwriter. The underwriter collects the proceeds from the sale and earns a profit
based on the difference between the price at which it purchased the bonds and the
price at which it sells the bonds.
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The resolution authorizes and provides for the issuance and secures the payment of the
Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported),
Senior Bond Series 2015A.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
01VA44
Michael C. Van Milligen
MCVM/jml
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Jennifer Larson, Budget Director
Kenneth TeKippe, Finance Director
Gus Psihoyos, City Engineer
3
THE CITY OF Dubuque
UBE I
erica .i
Masterpiece on the Mississippi 2007-2012-2013
TO: Michael C. Van Milligen, City Manager
FROM: Jennifer Larson, Budget Director
SUBJECT: Resolutions for the Bond Purchase Agreement and Providing for the Issuance
and Securing the Payment in Connection with the Issuance of Sales Tax
Increment Revenue Bonds (Annual Appropriation Property Tax Supported),
Senior Bond Series 2015A
DATE: May 11, 2015
INTRODUCTION
The purpose of this memorandum is to request approval of the resolution approving the form
and authorizing execution of a Bond Purchase Agreement and the approval of issuance of
Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior
Bond Series 2015A.
BACKGROUND
The Bee Branch Watershed, which includes the City's most developed areas where over 50% of
city residents either live or work, has experienced repeated flooding impacting thousands of
properties and over seventy businesses. Six Presidential Disaster Declarations have been
issued since 1999 as a result of flood damage to public and private property.
In 2012 the State of Iowa Flood Mitigation Program was created. It established a Sales Tax
Increment Fund. The Sales Tax Increment Fund is to consist of the increase in the state share
of the sales tax revenues from communities with qualifying applications. A community is only
eligible to receive up to 70% of the incremental increase in state sales tax. Statewide, the
maximum state share of sales tax increment that can be diverted from the state and used
instead for flood mitigation projects is $30 million per year. The maximum award for any
qualifying single community is $15 million per year. To qualify for sales tax increment funding,
federal financial assistance must have been secured for the project. A local match is also
required and the state sales tax increment cannot exceed 50% of the total project cost. In April
of 2013 the State Flood Mitigation Program Board was established. And at its third meeting in
July of 2013, the Board adopted the administrative rules for the Program.
In 2013, the City Council adopted the Drainage Basin Master Plan authored by HDR
Engineering that outlines improvements to mitigate flooding. Collectively, the 12-phase project is
referred to as the Bee Branch Watershed Flood Mitigation Project.
In November of 2013 the City Council adopted Resolution 336-13 authorizing the City's
application to the State for the use of up to $98,494,178.00 in sales tax increment funds for the
Bee Branch Watershed Flood Mitigation Project. The City's application included a Project Plan
that included information about the various phases of the project, the schedule for construction,
and a financing plan.
On December 4, 2013, the Iowa Flood Mitigation Board approved the City's application and use
of$98,494,178.00 in state sales tax increment funds for the Bee Branch Watershed Flood
Mitigation Project.
In February of 2014, the City Council adopted Resolution 31-14 authorizing the execution of an
agreement with the Iowa Flood Mitigation Board binding the City to the terms of the agreement
as required for the City's receipt of up to $98,494,178.00 in state sales tax increment funds for
the Bee Branch Watershed Flood Mitigation Project through the State Flood Mitigation Program.
The City's application (and associated Project Plan) was established as an integral part of the
agreement.
On April 13, 2015, the Iowa Flood Mitigation Board approved the City's requested funding
agreement amendment to provide an additional $5 million in sales tax increment in Fiscal Years
2014 through 2018 and remove $5 million in sales tax increment from Fiscal Years 2031
through 2033. This request was approved because the City's actual sales tax collection growth
in Fiscal Year 2014 was 5.20%, well above the projected growth of 1.97%. As a result, 70% of
the actual sales tax increment collected in Fiscal Year 2014 was $882,784. When the actual
Fiscal Year 2014 sales tax growth is considered, the ten year historic sales tax growth rate is
2.15%. As a result, the available sales tax increment funding is projected to be more in each
subsequent fiscal year than anticipated and what was reflected in the original funding
agreement.
DISCUSSION
Through the agreement with the Iowa Flood Mitigation Board, the City will receive up to
$98,494,178.00 in sales tax increment revenue over a twenty-year period per the schedule
outlined in the City's Project Plan. There is a six month delay from the time sales tax quarterly
returns are submitted to the Iowa Department of Revenue and when the sales tax increment is
remitted to the City of Dubuque. The first sales tax increment revenue receipt was received on
September 2, 2014. Subsequent receipts will be received every three months. The estimated
sales tax increment revenue receipts for the City are shown in following table.
Table 1
Estimated Sales Tax Increment Revenue Receipts to
City of Dubuque
Estimated
Fiscal Year Sales Tax Increment
Revenue Receipts
2015 $1,784,299
2016 $3,084,781
2017 $3,915,672
2018 $4,764,427
2019 $4,764,911
2020 $4,801,918
2021 $5,593,037
2022 $6,399,662
2023 $6,869,796
2024 $6,956,900
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Estimated
Fiscal Year Sales Tax Increment
Revenue Receipts
2025 $6,956,900
2026 $6,952,300
2027 $6,952,300
2028 $6,947494
2029 $6,713,458
2030 $6,238,500
2031 $4,397,435
2032 $2,184,888
2033 $1,500,000
2034 $715,500
Total $98,494,178
In order to allow for constructing flood mitigation improvements as soon as possible, the Iowa
Flood Mitigation Program specifically allowed for communities to issue debt, build the
improvements, and abate the debt using the annual sales tax increment payments from the
State. This creates the opportunity for cities to sell Sales Tax Increment Revenue Bonds.
The City's Project Plan outlines issuing $90 million in debt in order to construct nine of the
twelve phases of the Bee Branch Watershed Flood Mitigation Project by 2020 with the debt to
be abated primarily with the State Sales Tax Increment Revenue. City Stormwater Management
Utility Fees will also be used to retire debt.
The project plan does allow the flexibility to adjust the project schedule and the need for debt.
Therefore, the City has been working with its bond counsel, financial advisor, and the
underwriter for the Sales Tax Increment Revenue Bond to establish the details of the first debt
issuances.
The first debt issuance for the Bee Branch Watershed Flood Mitigation Project was issued as a
Sales Tax Increment Revenue Bond backed by the full faith and credit of the City of Dubuque
for$7.2 million on May 19, 2014 (Series 2014A). The second Sales Tax Increment Revenue
bond issuance for not to exceed $24.5 million will be sold on May 18, 2015 and will be subject to
annual appropriation by City Council and will not be backed by the full faith and credit of the City
of Dubuque. In addition, a $29 million U.S. EPA Clean Water SRF loan will also be issued with
the loan finalized June 2015. Consistent with the Project Plan, the need for additional debt is
anticipated in future years. This will likely be a combination of U.S. EPA Clean Water SRF and
General Obligation Bonds to be abated with revenue from the Stormwater Management Utility
Fee. However, the Project Plan allows the City the ability to reduce the need for future debt
should the initial debt financing have lower than anticipated interest costs or project costs come
in lower than estimated.
The US EPA SRF loan funding is administered by the Iowa Department of Natural Resources
(IDNR) with assistance from the Iowa Finance Authority (IFA). It carries a pre-established, low
interest rate and instead of being dispersed all up-front in a lump sum payment, the funds are
dispersed as expended. The US EPA SRF loans have an attractive interest rate of 2.00% for a
twenty year loan whereas a general obligation bond has an estimated interest rate of
approximately 3.50%. The City will issue as much of the necessary debt in the form of the US
EPA SRF loans instead of General Obligation Bonds. Not all project elements are eligible for
funding through US EPA SRF.
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The Series 2015A Sales Tax Increment Revenue Bonds are the first of its kind being sold in the
Iowa Market. Financing for the project was reviewed by the City's financial advisor, Independent
Public Advisors, LLC and the City's Bond Counsel, Ahlers and Cooney. In addition, the bond
structure, timing and marketing of the bonds was reviewed by the City's underwriter, R.W. Baird.
On May 11, 2015, Moody's Investors Service assigned an A3 rating to the proposed Series
2015A Sales Tax Increment Revenue Bonds. Bond issues with an A rating represent above-
average creditworthiness relative to other U.S. municipal or tax-exempt issuers or issues. The
Series 2015A Sales Tax Increment Revenue Bonds are not backed by the full faith and credit of
the City of Dubuque and are rated separately from the City's general obligation bonds.
The Bond Purchase Agreement is between the City of Dubuque and the City's underwriter,
Robert W. Baird & Co., in connection with the Series 2015A Sales Tax Increment Revenue
Bonds. The Bond Purchase Agreement is a legally binding document between the bond issuer
(City) and the underwriter (Baird) establishing the terms of the bond sale. The terms of a bond
purchase agreement includes sale conditions, sales price, bond interest rate, bond maturity,
bond redemption provisions, sinking fund provisions and conditions under which the agreement
may be canceled. After the issuer delivers the bonds to the underwriter and the underwriter
pays the issuer for them, the underwriter will put the bonds on the market at the price and yield
established in the bond purchase agreement and investors will purchase the bonds from the
underwriter. The underwriter collects the proceeds from the sale and earns a profit based on the
difference between the price at which it purchased the bonds and the price at which it sells the
bonds.
The resolution authorizes and provides for the issuance and secures the payment of Sales Tax
Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series
2015A.
RECOMMENDATION
I respectfully recommend the adoption of the enclosed resolutions approving the Bond
Purchase Agreement and Providing for the Issuance and Securing the Payment in Connection
with the Issuance of Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax
Supported), Senior Bond Series 2015A.
JML
Attachments
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Ken Te Kipper, Finance Director
Gus Psihoyos, City Engineer
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(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of the City of Dubuque, Iowa.
Date of Meeting: May 18 2015.
Time of Meeting: 6:30 o'clock P .M.
Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque,
Iowa.
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental
body will meet at the date, time and place above set out. The tentative agenda for the
meeting is as follows:
Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported),
Senior Bond Series 2015A
• Resolution approving the form and authorizing execution of a Bond Purchase
Agreement in connection with the issuance of Sales Tax Increment Revenue
Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series
2015A
Such additional matters as are set forth on the additional 4 page(s) attached hereto.
(number)
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of the governmental body.
City Cler , City of que, Iowa
May, 18, 2015
The City Council of the City of Dubuque, Iowa, met in regular session, in the
Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on
the above date. There were present Mayor Pro Tem Lynn V. Sutton in the chair, and the
following named Council Members:
Mayor Roy D. Buol (via phone), Karla Braig, Joyce Connors,
Ric Jones, Kevin Lynch, David Resnick
Absent:
1
Council Member Connors introduced the following Resolution entitled
"RESOLUTION APPROVING THE FORM AND AUTHORIZING EXECUTION OF A
BOND PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF
SALES TAX INCREMENT REVENUE BONDS (ANNUAL APPROPRIATION
PROPERTY TAX SUPPORTED), SENIOR BOND SERIES 2015A" and moved that it
be adopted. Council Member Jones seconded the motion to adopt, and the roll being
called thereon, the vote was as follows:
AYES: Sutton, Braig, Buol, Resnick, Connors, Lynch, Jones
NAYS:
Whereupon, the Mayor declared the Resolution duly adopted as follows:
RESOLUTION NO. 180-15
RESOLUTION APPROVING THE FORM AND
AUTHORIZING EXECUTION OF A BOND PURCHASE
AGREEMENT IN CONNECTION WITH THE ISSUANCE
OF SALES TAX INCREMENT REVENUE BONDS
(ANNUAL APPROPRIATION PROPERTY TAX
SUPPORTED), SENIOR BOND SERIES 2015A
WHEREAS, the City of Dubuque, Iowa (the "Issuer") is a municipal corporation
organizing and existing under the laws of the State of Iowa; and
WHEREAS, the Bee Branch Watershed, which includes the Issuer's most
developed areas where over 50% of City residents either live or work, has experienced
flooding impacting thousands of properties and over seventy businesses; and
WHEREAS, the City Council has adopted a drainage basin master plan authored
by HDR Engineering that outlines improvements to mitigate flooding, collectively
referred to as the Bee Branch Watershed Flood Mitigation Project (defined herein as the
"Bee Branch Project"); and
WHEREAS, the Flood Mitigation Program (Iowa Code Chapter 418) was
established by the State of Iowa ("State") to support community projects for the
construction and reconstruction of levees, embankments, impounding reservoirs, or
2
conduits that are necessary for the protection of property from the effects of floodwaters
and may include the deepening, widening, alteration, change, diversion, or other
improvement of watercourses if necessary for the protection of such property from the
effects of floodwaters; and
WHEREAS, the Issuersubmitted an application to the Iowa Flood Mitigation
Board requesting the use of $98,494,178 in sales tax increment funds for the Bee Branch
Watershed Flood Mitigation Project; and
WHEREAS, the Iowa Flood Mitigation Board, acting on December 4, 2013, voted
to approve the Issuer's application for construction of the Bee Branch Project, subject to
the requirements set forth in Iowa Code Chapter 418 and the administrative rules
promulgated under it; and
WHEREAS, the Iowa Flood Mitigation Board and the Issuer have entered into an
Award Agreement relating to the approved Bee Branch Project activities; and
WHEREAS, as contemplated under the Award Agreement, a Flood Project Fund
has been created for the Bee Branch Project consisting of state sales tax revenue and any
other moneys lawfully received by the Issuer to be used to fund the Bee Branch Project
and to pay principal and interest on bonds issued for the Bee Branch Project; and
WHEREAS, by Resolution No. 159-14 passed and approved on May 19, 2014 (the
"Master Resolution"), the Issuer has heretofore authorized the issuance of $7,190,000
Sales Tax Increment Revenue Bonds (Unlimited Property Tax Supported), Second Lien
Series 2014, in order to provide funds to pay costs of the acquisition, construction and
installation and equipping of the Bee Branch Watershed Flood Mitigation Project,
including those costs associated with the Lower Bee Branch Creek Restoration Project
(Phases 4 and 7) and the Bee Branch Flood Control Pumping Station Gates and
Replacement Project; and
WHEREAS, Section 8.3 of the Master Resolution authorizes the issuance of
additional Senior Bonds by the Issuer from time to time, if all of the conditions set forth
therein are satisfied; and
WHEREAS, the notice of intention of the Issuer to take action for the issuance of
not to exceed $24,500,000 Sales Tax Increment Revenue Bonds has heretofore been duly
published and no objections to such proposed action have been filed, such Bonds to be
issued to pay costs of the acquisition, construction, installation and equipping of the Bee
Branch Watershed Flood Mitigation Project, including those costs associated with the
Lower Bee Branch Creek Restoration (Phase 4), the Upper Bee Branch Creek Restoration
(Phase 7), the Flood Mitigation Gate Replacement (Phase 5), the Flood Control
Maintenance Facility (Phase 9), and the North End Storm Sewers (Phase 10), the funding
3
of a debt service reserve for the Bonds, and the related costs for property acquisition,
engineering and design and other professional services; and
WHEREAS, pursuant to the provisions of Section 418.14 of the Code of Iowa, a
proposal to purchase the above mentioned Bonds has been made by Robert W. Baird &
Co., pursuant to the terms and conditions of a Bond Purchase Agreement with such firm,
dated as of the date hereof, which is now before this Council.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF DUBUQUE, AS FOLLOWS:
Section 1. That the form and content of the Bond Purchase Agreement, the
provisions of which are incorporated herein by reference, be and the same hereby are in
all respects authorized, approved andconfirmed, and the Mayor and the City Clerk be
and they hereby are authorized, empowered and directed to execute, attest, seal and
deliver the Bond Purchase 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 shall be approved by such officers, upon the advice of
the City Attorney, and that from and after the execution and delivery of the Bond
Purchase 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 Bond Purchase Agreement
as executed.
PASSED AND APPROVED this 18th day of May, 2015.
ATTEST:
City C fer`k
MaTorJJPro Tem
4
$20,800,000
CITY OF DUBUQUE, IOWA
SALES TAX INCREMENT REVENUE BONDS (ANNUAL APPROPRIATION
PROPERTY TAX SUPPORTED), SENIOR BOND SERIES 2015A
BOND PURCHASE AGREEMENT
City of Dubuque
50 W. 13th Street
Dubuque, IA 52201
Ladies and Gentlemen:
May 18, 2015
The undersigned, Robert W. Baird & Co. Incorporated (the "Underwriter") offers to enter
into the following purchase agreement (this "Bond Purchase Agreement") with the City of
Dubuque, Iowa (the "Issuer") which, upon the Issuer's acceptance of this offer, will be binding
upon the Issuer and the Underwriter. This offer is made subject to the Issuer's acceptance of this
Bond Purchase Agreement, which acceptance shall be evidenced by the execution of this Bond
Purchase Agreement by a duly authorized officer of the Issuer, on or before 11:00 P.M., Central
Time on the date hereof. Upon such acceptance, execution and delivery, this Bond Purchase
Agreement shall be in full force and effect in accordance with its terms and shall be binding
upon the Issuer and the Underwriter. Except as expressly otherwise defined herein, capitalized
terms used herein shall have the same meanings as set forth in the Resolution or the Preliminary
Official Statement (each as defined below).
1. Purchase and Sale. (a) Upon the terms and conditions and based on the
representations, warranties and covenants hereinafter set forth, the Underwriter hereby agrees to
purchase from the Issuer, and the Issuer hereby agrees to sell to the Underwriter, all (but not less
than all) of the $20,800,000 aggregate principal amount of the Issuer's Sales Tax Increment
Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bonds Series 2015A
(the "Bonds"), dated the date of payment for and the delivery of the Bonds (such payment and
delivery being herein sometimes called the "Closing"). The purchase price for the Bonds shall
be $20,637,010.75 (principal amount of the Bonds, less original issue discount of $67,362.70,
less underwriter's discount of $95,626.55).
(b) The Bonds are authorized under and will be issued and secured pursuant to
a master resolution approved by the City Council of the Issuer on May 19, 2014, as amended,
and a series resolution approved by the City Council of the Issuer on May 18, 2015 (collectively,
the "Resolution").
(c) The Bonds are special limited obligations of the Issuer secured by the
Pledged Revenues (as defined in the Resolution). The Pledged Revenues may include certain
Debt Service Taxes (as defined in the Resolution) which are subject to non -appropriation. The
Bonds shall be dated the date of the Closing, shall mature on the dates and in the amounts, shall
bear interest at the rates and shall have the terms stated in Exhibit A attached hereto.
(d) The proceeds received by the Issuer from the sale of the Bonds will be
used to pay the costs of acquisition, construction and installation and equipping of the Bee
Branch Watershed Flood Mitigation Project, fund a capitalized interest subaccount and a debt
service reserve account, and pay costs of issuance.
2. Sale of All the Bonds; Offering. It shall be a condition to the Issuer's obligation
to sell and deliver the Bonds to the Underwriter, and to the obligation of the Underwriter to
purchase and accept delivery of the Bonds, that the entire principal amount of the Bonds is sold
and delivered by the Issuer and accepted and paid for by the Underwriter at the Closing. The
Underwriter intends to make a bona fide public offering of all the Bonds at a price or prices not
in excess of the initial public offering price or prices set forth on the inside front cover page of
the Official Statement, and the Underwriter agrees to execute and deliver to the Issuer a
certificate relating to such offering prices, in the form reasonably requested by Bond Counsel.
The Bonds may be offered and sold to certain dealers (including dealers depositing such Bonds
into investment trusts or mutual funds) at prices lower than such public offering prices. The
Underwriter reserves the right to make such changes in such prices as the Underwriter shall
deem necessary in connection with the offering of the Bonds.
3. Official Statement. The Issuer hereby ratifies and approves the Preliminary
Official Statement dated May 13, 2015 (the "Preliminary Official Statement"), and consents to
its distribution and use by the Underwriter prior to the date hereof in connection with the public
offering and sale of the Bonds. The Issuer confirms that the Preliminary Official Statement was
"deemed final" by the Issuer as of its date for purposes of Rule 15c2-12 of the United States
Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule").
Upon acceptance of this offer, the Issuer shall prepare a final Official Statement
and shall, within the earlier of seven (7) business days following the date hereof or two business
days prior to the Closing Date (as hereinafter defined), deliver to the Underwriter printed copies
of such final Official Statement (such final Official Statement, together with any amendment or
supplement thereto, being the "Official Statement") in sufficient quantity as may reasonably be
required by the Underwriter in order to comply with the Rule and any applicable rules of the
Municipal Securities Rulemaking Board (the "MSRB"). The Issuer hereby authorizes and
approves the Official Statement and consents to the use and distribution of the Official Statement
by the Underwriter in connection with the public offering and sale of the Bonds. At the time of
or prior to the Closing, the Underwriter will file, or cause to be filed, the Official Statement with
the MSRB. In addition, the Issuer hereby consents to the electronic distribution of the Official
Statement.
4. The Issuer hereby represents, warrants and covenants that:
(a) The Issuer is a duly created and an existing public and governmental body
acting as a municipality pursuant to the laws of the State of Iowa and is authorized pursuant to
Chapter 418 of the Code of Iowa (the "Act"), as amended, and the Resolution to issue the Bonds.
-2-
(b) The Issuer has full legal right, power and authority to (i) adopt the
Resolution and irrevocably pledge the Pledged Revenues (which may include certain Debt
Service Taxes, subject to non -appropriation) as security for the payment of the principal of,
premium, if any, and interest on the Bonds; (ii) execute and deliver this Bond Purchase
Agreement; (iii) and sell and deliver the Bonds to the Underwriter as provided in this Bond
Purchase Agreement; (iv) approve and authorize the distribution of the Preliminary Official
Statement and the Official Statement; and (v) carry out and consummate all other transactions
contemplated by this Bond Purchase Agreement, the Resolution, the Continuing Disclosure
Certificate to be dated the date of the Bonds' issuance and delivery, a form of which is attached
to the Preliminary Official Statement (the "Continuing Disclosure Certificate"), and the Official
Statement.
(c) The Resolution has been duly adopted by the Issuer, and the Issuer has duly
authorized all necessary action to be taken by the Issuer for: (i) the offering, issuance, sale, and
delivery of the Bonds upon the terms set forth herein and in the Resolution, (ii) the execution and
delivery by the Issuer of the Bonds, this Bond Purchase Agreement, and the Continuing
Disclosure Certificate and the performance of its obligations under the Bonds, this Bond
Purchase Agreement, the Resolution, the Continuing Disclosure Certificate and any and all such
other agreements and documents as may be required to be executed, delivered, and received by
the Issuer in order to carry out, give effect to, and consummate the transactions contemplated
hereby and by the Official Statement (the "Issuer Documents"), and (iii) the authorization of the
use and distribution of the Official Statement.
(d) The Resolution, this Bond Purchase Agreement and any other instrument
or agreement to which the Issuer is a party in connection with the consummation of the
transactions contemplated by the foregoing documents, when executed, as applicable, and
delivered by the parties hereto, constitutes a special limited obligation of the Issuer (subject, as to
the enforcement of remedies, to the valid exercise of judicial discretion, the sovereign police
powers of the State of Iowa and constitutional powers of the United States of America and to any
valid applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting the rights of creditors generally and the exercise of judicial discretion in accordance
with general principles of equity).
(e) When delivered to and paid for by the Underwriter at the Closing, in
accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly
authorized, executed, authenticated and delivered by the Issuer and will constitute special limited
obligations of the Issuer, enforceable in accordance with their terms (subject, as to the
enforcement of remedies, to the valid exercise of judicial discretion, the sovereign police powers
of the State of Iowa and constitutional powers of the United States of America and to any valid
applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the
rights of creditors generally and the exercise of judicial discretion in accordance with general
principles of equity) and will be entitled to the benefits of, and secured as provided in, the
Resolution.
(f) The Issuer has complied, and will at the Closing be in compliance, in all
material respects, with the Resolution and the Act; and the Issuer will enter into the Continuing
Disclosure Certificate.
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(g) There is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, public board or body, pending or, to the knowledge of the Issuer,
threatened against or affecting the Issuer (or, to the knowledge of the Issuer, any meritorious
basis therefor) (i) attempting to limit, enjoin or otherwise restrict or prevent the Issuer from
functioning or contesting or questioning the existence of the Issuer or the titles of the present
officers of the Issuer to their offices or (ii) wherein an unfavorable decision, ruling or finding
would (A) adversely affect the existence or powers of the Issuer or the validity or enforceability
of the Bonds, the Resolution, this Bond Purchase Agreement or any agreement or instrument to
which the Issuer is a party and which is used or contemplated for use in the consummation of the
transactions contemplated hereby; or (B) materially adversely affect (1) the transactions
contemplated by the Issuer Documents or the Official Statement, or (2) the exemption of the
interest on the Bonds from federal income taxation as described under "Tax Exemption and
Related Tax Matters" in the Preliminary Official Statement.
(h) The Issuer's adoption of the Resolution, its execution and delivery of the
Issuer Documents and the Bonds, and compliance with the provisions thereof and hereof, do not
and will not materially conflict with or constitute, on the Issuer's part, a material violation of,
breach of or default under any material statute, existing law, administrative regulation, filing,
decree or order, state or federal, or any provision of the Constitution or laws of the State of Iowa,
or any rule or regulation of the Issuer, or any material indenture, mortgage, lease, deed of trust,
note, resolution, or other agreement or instrument to which the Issuer, or its properties, are
subject or by which the Issuer, or its properties, are or may be bound or, to the knowledge of the
Issuer, any order, rule or regulation of any regulatory body or court having jurisdiction over the
Issuer or its activities or properties.
(i) The Issuer is not in default in the payment of the principal of or interest on
any of its indebtedness for borrowed money and has not received any written notice, not
subsequently withdrawn, given in accordance with the remedy provisions of any bond resolution,
trust indenture or agreement pertaining to bonds or notes, of any default in any material respect
under any document or instrument under and subject to which any indebtedness for borrowed
money has been incurred which default would affect materially and adversely the transactions
contemplated by this Bond Purchase Agreement or the Issuer Documents.
(j) The Issuer is not in material breach of or in default under the Resolution,
any applicable law or administrative regulation of the State of Iowa or the United States, or any
applicable judgment or decree, and has not received any written notice, not subsequently
withdrawn, given in accordance with the remedy provisions of any loan agreement, note,
resolution or other agreement or instrument to which the Issuer is a party or is otherwise subject,
of any breach or default that would in any way materially adversely affect the authorization or
issuance of the Bonds and the transactions contemplated hereby.
(k) On and as of the Closing, all authorizations, consents, and approvals of,
notices to, registrations or filings with, or actions in respect of any governmental body, agency,
or other instrumentality or court required to be obtained, given, or taken on behalf of the Issuer
in connection with the execution, delivery and performance by the Issuer of this Bond Purchase
Agreement, the Bonds, and any other agreement or instrument to which the Issuer is a party and
which has been or will be executed in connection with the consummation of the transactions
-4-
contemplated by the foregoing documents, will have been obtained, given, or taken and will be
in full force and effect.
(1) Any certificate signed by an authorized officer of the Issuer delivered to
the Underwriter shall be deemed a representation and warranty by the Issuer to the Underwriter
as to the truth of the statements made therein.
(m) The Issuer has and will cooperate with the Underwriter and its counsel in
any endeavor to qualify the Bonds for offering and sale under the securities or "Blue Sky" laws
of such jurisdictions of the United States as the Underwriter may request; provided, however,
that the Issuer will not be required to execute a general or special consent to service of process or
qualify to do business in connection with any qualification or determination in any jurisdiction.
(n) The audited financial statements of the Issuer examined by Eide Bailly
CPAs & Business Advisors, for the period ended June 30, 2014, presents fairly the Issuer's
financial condition as of that date and the results of its operations for the respective period set
forth therein and have been prepared in accordance with generally accepted accounting
principles consistently applied or if not so prepared, as may be described therein. There has been
no material adverse change in the financial affairs of the Issuer since July 1, 2014, except as
disclosed specifically in the Official Statement.
(o) If between the date of this Bond Purchase Agreement and the date 25 days
after the "end of the underwriting period" for the Bonds, as defined in the Rule, any event occurs
which might or would cause the Official Statement to contain any untrue statement of a material
fact or to omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, the Issuer shall promptly provide written notice to the Underwriter thereof, and if, in
the opinion of the Issuer or the Underwriter, such event requires the preparation and publication
of a supplement or amendment to the Official Statement, the Issuer shall at its expense
supplement or amend the Official Statement accordingly. For purposes of this Bond Purchase
Agreement, the "end of the underwriting period" shall be deemed to be the Closing Date (as
hereinafter defined), unless the Underwriter shall have notified the Issuer to the contrary on or
before the Closing Date.
(p) If the Official Statement is supplemented or amended pursuant to
subsection (o) of this Section, at the time of each supplement or amendment thereto and (unless
subsequently again supplemented or amended pursuant to such subsection) at all times
subsequent thereto up to and including the Closing Date, the Issuer shall, take all steps necessary
to ensure that the Official Statement as so supplemented or amended will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
(q) The information in the Preliminary Official Statement (other than the
section entitled "The Series 2015A Bonds — Book -Entry -Only Issuance", as to which no
representation is made), does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements made therein, in
the light of the circumstances under which they were made, not misleading; and the information
-5-
in the Official Statement as of its date and as of the Closing Date, will be true and correct and
will not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements made therein, in the light of the
circumstances under which they were made, not misleading.
It is further understood and agreed that the members of the Issuer, the agents,
attorneys, or employees of the Issuer, their respective heirs, personal representatives or
successors shall not be severally or personally liable in connection with any matter, cause or
thing pertaining to the Bonds or the issuance thereof, this Bond Purchase Agreement, or any
instruments and documents executed and delivered by the Issuer in connection with issuance of
the Bonds. No covenant or agreement contained in this Bond Purchase Agreement shall be
deemed to be the covenant or agreement of any member, officer, attorney, agent or employee of
the Issuer in an individual capacity. No recourse shall be had for the payment of the principal of,
premium, if any, or interest on, the Bonds, or for any claim based hereon or on any instruments
and documents executed and delivered by the Issuer in connection with the Bonds, against any
officer, member, agent, attorney or employee, past, present or future, of the Issuer or any
successor body, or their respective heirs, personal representatives, successors as such, either
directly or through the Issuer or any successor body, whether by virtue of any constitutional
provision, statute or rule of law, or by the enforcement of any assessment or penalty, or
otherwise, all of such liability being hereby released as a condition of and as a consideration for
the execution and delivery of this Bond Purchase Agreement.
5. Closing. At 10:00 a.m., Central Time, June 15, 2015, or at such other time or date
as the Issuer and the Underwriter shall mutually agree upon (the "Closing Date"), the Issuer
shall (a) deliver or cause to be delivered, through the custody of The Depository Trust
Company, New York, New York ("DTC") or its duly authorized FAST Agent, or at such place
as the Underwriter and the Issuer shall mutually agree upon, for the account of the Underwriter,
the Bonds duly executed by the Issuer in fully registered faun, bearing proper CUSIP numbers,
and registered in the name of Cede & Co., as nominee of DTC, which will act as securities
depository for the Bonds; and (b) deliver or cause to be delivered, to the Underwriter in
Naperville, Illinois, or at such other place as the Issuer and the Underwriter may mutually agree
upon, the documents described in Section 6(d) hereof. Concurrently with the delivery of the
Bonds and the documents mentioned in Section 6(d) hereof at the Closing, subject to the
conditions contained herein, the Underwriter will accept such delivery and will pay the purchase
price of the Bonds to the order or account of the Issuer in the amount set forth in Exhibit A
hereof by wire transfer in immediately available funds. The Closing shall be conducted via
telephone. The Bonds, or facsimile copies thereof, shall be available for inspection by the
Underwriter at least two business days prior to Closing.
6. Closing Conditions/Right to Cancel. The Underwriter enters into this Agreement
in reliance upon the Issuer's representations and agreements herein and the performance by the
Issuer of its obligations hereunder, both as of the date hereof and as of the date of Closing. The
Underwriter's obligations under this Agreement are and shall be subject to the following
additional conditions:
(a) At the time of the Closing, the Resolution shall be in full force and effect
and the Resolution shall not have been amended, modified or supplemented, except as may have
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been approved in writing by the Underwriter, and the Issuer shall have duly adopted, and there
shall be in full force and effect, such other ordinances or resolutions as, in the opinion of Ahlers
& Cooney, P.C. ("Bond Counsel"), shall be necessary in connection with the transaction
contemplated hereby.
(b) The Bonds, as set forth in Section 5 hereof, shall be deposited with DTC.
(c) The Underwriter shall have the right to cancel its obligation to purchase
the Bonds at the time of Closing if any of the documents, certificates or opinions to be delivered
to the Underwriter hereunder is not delivered at the time of Closing or if, between the date
hereof and the time of Closing, one or more of the following occurs:
(i) Legislation introduced in Congress of the United States
("Congress") shall be approved by either House of Congress, or a decision by a federal
court of the United States or the United States Tax Court shall be rendered, or an order,
ruling, regulation or official statement by or on behalf of the Treasury Department of the
United States or the Internal Revenue Service or other governmental agency shall be
made, or a release or official statement made by the President of the United States or by
the Treasury Department of the United States or the Internal Revenue Service, with
respect to federal taxation upon revenues or other income of the general character to be
derived by the Issuer or upon interest received on obligations of the general character of
the Bonds which in the Underwriter's reasonable judgment, materially adversely affects
the marketability of the Bonds or the contemplated offering prices thereof; or
(ii) Legislation shall hereafter be enacted, with an effective date on or
prior to the Closing, or a decision by a court of the United States shall be rendered or a
stop order, ruling, regulation or proposed regulation by or on behalf of the Securities and
Exchange Commission or other agency having jurisdiction shall be made, to the effect
that the issuance, sale and delivery of the Bonds, or any other obligations of any similar
public body of the general character of the Issuer is in violation of the Securities Act of
1933, as amended, of the Securities Exchange Act of 1934, as amended, or of the Trust
Indenture Act of 1939, as amended or with the purpose or effect of otherwise prohibiting
the issuance, sale or delivery of the Bonds, as contemplated hereby, or of obligations of
the general character of the Bonds; or
(iii) There shall have occurred any outbreak or material escalation of
hostilities or other national or international calamity or crisis, the effect of such outbreak,
calamity or crisis on the financial markets of the United States being such as, in the
Underwriter's reasonable judgment, would materially adversely affect the marketability
of the Bonds or the contemplated offering prices thereof; or
(iv) There shall be in force a general suspension of trading on the New
York Stock Exchange or minimum or maximum prices for trading shall have been fixed
and be in force, or maximum ranges for prices for securities shall have been required and
be in force on the New York Stock Exchange whether by virtue of a determination by
that Exchange or by order of the Securities and Exchange Commission or any other
governmental authority having jurisdiction; or
-7-
(v) A general banking moratorium shall have been declared by federal,
Iowa or New York authorities having jurisdiction, and be in force that, in the
Underwriter's reasonable judgment, would materially adversely affect the marketability
of the Bonds or the contemplated offering prices thereof; or
(vi) an event shall occur which makes untrue or incorrect in any
material respect, as of the time of such event, any statement or information contained in
the Official Statement or which is not reflected in the Official Statement but should be
reflected therein in order to make the statements contained therein not misleading in any
material respect; provided, however, that the Underwriter shall, if requested by the
Issuer, circulate to purchasers an amendment of or supplement to the Official Statement
reflecting such event or information, and if such supplement or amendment is so
circulated the Underwriter shall only be entitled to terminate this Bond Purchase
Agreement pursuant to this clause (vi) if such amendment or supplement, in the
reasonable judgment of the Underwriter, would materially adversely affect the
marketability of the Bonds or the sale, at the contemplated offering prices (or yields), by
the Underwriter of the Bonds; or
(vii) Moody's Investors Service, Inc. ("Moody's") shall have taken any
action to lower, suspend or withdraw its rating on the Bonds and such action, in the
reasonable judgment of the Underwriter, would materially adversely affect the market
price or marketability of the Bonds.
(d) At the Closing, the Underwriter shall receive the following documents, or
facsimile copies thereof:
(i) Duly certified copies of the Resolution;
(ii) The approving opinion of Bond Counsel in the form set forth in
Appendix A of the Official Statement and a reliance letter addressed to the Underwriter,
each of which shall be dated the Closing Date;
(iii) A photocopy of the written advice of Ahlers & Cooney, P.C. as
Disclosure Counsel to the Issuer and a reliance letter addressed to the Underwriter, each
of which shall be dated as of the Closing Date;
(iv) A certificate, dated the date of Closing, of the duly authorized
representative(s) or officer(s) of the Issuer and in form and substance satisfactory to the
Underwriter, to the effect that (A) the representations and agreements of the Issuer
herein are true and correct in all material respects as of the date of Closing; (B) there are
not pending or, to such officials' knowledge, threatened legal proceedings that will
materially adversely affect the transactions contemplated hereby or by the Resolution, or
the validity or enforceability of the Bonds, or the security therefor; and (C) the Issuer has
complied with all agreements and satisfied all the conditions on its part required to be
performed or satisfied at or prior to the Closing, other than those specified hereunder that
have been waived by the Underwriter;
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(v) A photocopy of the Official Statement as executed by the Issuer;
(vi) A photocopy of the Continuing Disclosure Certificate;
(vii) One counterpart original or CD-ROM of a transcript of all
proceedings relating to the authorization and issuance of the Bonds (within a reasonable
timeframe after the Closing);
(viii) Specimen Bonds or a copy of the Bond(s) delivered;
(ix) Federal tax form 8038-G prepared with respect to the Bonds and
ready for filing;
(x) The Tax Exemption Certificate of the Issuer in form and content
reasonably satisfactory to the Underwriter;
(xi) Evidence that Moody's has issued a rating for the Bonds of not
less than "A3";
(xii) Such additional legal opinions, certificates, proceedings,
instruments and other documents, as the Underwriter or legal counsel to the Underwriter
may reasonably request to evidence compliance by the Issuer with legal requirements
relating to the issuance of the Bonds, the truth and accuracy, as of the date of Closing, of
all representations contained herein and the due performance or satisfaction by the Issuer
at or prior to the date of Closing of all agreements then to be performed and all
conditions then to be satisfied as contemplated under this Bond Purchase Agreement and
the Resolution.
If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter
contained in this Bond Purchase Agreement or if the obligations of the Underwriter shall be
terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase
Agreement shall terminate and neither the Issuer nor the Underwriter shall have any further
obligations hereunder.
7. Survival. All representations, warranties and agreements of the Issuer set
forth in or made pursuant to this Bond Purchase Agreement shall remain operative and in full
force and effect, regardless of any investigations made by or on behalf of the Underwriter and 5
shall survive the delivery of and payment for the Bonds.
8. Payment of Expenses. The Issuer shall pay, out of the proceeds of the
Bonds or from its own funds, any expenses incident to the performance of its obligations
hereunder, including but not limited to: (i) the cost of the preparation, reproduction, printing,
distribution, and mailing, of the Official Statement; (ii) the fees and disbursements of Bond
Counsel, Disclosure Counsel, financial advisor, and paying agent; (iii) the fees and
disbursements of any experts retained by the Issuer; and (iv) fees charged by the rating agency
for the rating of the Bonds. If the Bonds are not sold by the Issuer to the Underwriter, the Issuer
-9-
shall pay all expenses incident to the performance of the Issuer's obligations hereunder as
provided in this Section.
9. The Underwriter shall pay (i) any fees of the MSRB in connection with
the issuance of the Bonds; (ii) the cost of obtaining CUSIP number(s) assigned for the Bonds and
(iii) the cost of qualifying the Bonds under the laws of such jurisdictions as the Underwriter may
designate, including filing fees and fees and disbursements of counsel for the Underwriter in
connection with such qualification and the preparation of Blue Sky Memoranda.
10. Notices. Any notice or other communication to be given to the Issuer
under this Bond Purchase Agreement may be given by delivering the same in writing or by telex
or telecopy to the address shown below, and any notice under this Bond Purchase Agreement to
the Underwriter may be given by delivering the same in writing to the Underwriter as follows:
City of Dubuque
50 W. 13th Street
Dubuque, IA 52201
(Attention: City Clerk)
Robert W. Baird & Co. Incorporated
300 East 5th Avenue, Suite 200
Naperville, Illinois 60563
(Attention: Thomas Gavin, Managing Director)
11. Governing Law. This Bond Purchase Agreement shall be governed by
and construed in accordance with the laws of the State of Iowa.
12. Effectiveness. This Bond Purchase Agreement shall become effective
upon the acceptance hereof by the Issuer.
13. Arm -Length Transaction. The Issuer acknowledges and agrees that (i) the
purchase and sale of the Bonds pursuant to this Agreement is an arm's-length commercial
transaction between the Issuer and the Underwriter; (ii) in connection with such transaction, the
Underwriter is acting solely as a principal and not as a financial advisor of the Issuer; (iii) the
Underwriter has not assumed a financial advisory responsibility in favor of the Issuer with
respect to the offering of the Bonds or the process leading thereto (whether or not the
Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Issuer on
other matters) or any other obligation to the Issuer except the obligations expressly set forth in
this Agreement; provided, however, that for both subsections (ii) and (iii) herein, it is the Issuer's
understanding that a fmancial advisory relationship shall not be deemed to exist when, in the course
of acting as an underwriter, a broker, dealer or municipal securities dealer, a person renders advice
to an issuer, including advice with respect to the structure, timing, terms and other similar matters
concerning a new issue of municipal securities, and (iv) the Issuer has consulted with its own
legal, accounting, tax and financial advisors to the extent it deemed appropriate in connection
with the offering of the Bonds. The Underwriter hereby notifies the Issuer that the Underwriter is
not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of
1934, as amended), the Underwriter is not an agent of the Issuer, and the Underwriter does not have
-10-
a fiduciary duty to the Issuer in connection with the matters contemplated by this Agreement. The
Issuer has consulted its own legal, financial, and other advisors to the extent it has deemed
appropriate.
14. Miscellaneous. (a) If any provision of this Bond Purchase Agreement
shall be held or deemed to be or shall, in fact, be inoperative, invalid or unenforceable as applied
in any particular case in any jurisdiction or jurisdictions because it conflicts with any provisions
of any constitution, statute, rule or public policy, or any other reason, such circumstances shall
not have the effect of rendering the provision in question inoperable or unenforceable in any
other case or circumstance, or of rendering any other provision or provisions of this Bond
Purchase Agreement invalid, inoperative or unenforceable to any extent whatever.
(b) This Bond Purchase Agreement may be signed in any number of counterparts, each
of which shall which shall be an original, but all of which shall constitute but one and the
same instrument.
(c) This Bond Purchase Agreement is made solely for the benefit of is binding on
Issuer and the Underwriter (including successors or assigns of the Underwriter) and no other
person shall acquire or have any right hereunder or by virtue hereof. It is the entire agreement of
the parties, superseding all prior agreements, and may not be modified except in writing signed
by both of the parties hereto.
(d) Under this Bond Purchase Agreement, the Underwriter is acting as a principal and
not as agent or fiduciary, and the Underwriter's engagement is as an independent contractor and
not in any other capacity. The Issuer agrees that it is solely responsible for making its own
judgments in connection with the offering of the Bonds regardless of whether the Underwriter
has or is currently advising the Issuer on related or other matters.
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Very truly yours,
ROBERT W. BAIRD & CO. INCORPORATED
By:
Thomas J. Gavin, Managing Director
Underwriter Signature Page for Bond Purchase Agreement
Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior
Bonds Series 2015A
Accepted and agreed to as
of the date first above written:
CITY OF DUBUQUE, IOWA
ATTEST:
Issuer Signature Page for Bond Purchase Agreement
Sales Tax Increment Revenue Bonds (Arcual Appropriation Property Tax Supported), Senior
Bonds Series 2015A
EXHIBIT A
CITY OF DUBUQUE, IOWA
$20,800,000
SALES TAX INCREMENT REVENUE BONDS (ANNUAL APPROPRIATION
PROPERTY TAX SUPPORTED), SENIOR BONDS SERIES 2015A
Dated Date: June 15, 2015
First Coupon: December 1, 2015
Maturity Schedule:
June 1 Principal
Maturity Amount Coupon Yield
2023 $1,930,000 3.000% 3.050%
2023 75,000 5.000 3.050
2024 1,145,000 3.125 3.250
2024 925,000 5.000 3.250
2025 1,975,000 3.250 3.350
2025 175,000 5.000 3.350
2026 2,225,000 3.250 3.500
2027 2,295,000 3.500 3.650
2028 2,375,000 3.625 3.810
2029 1,960,000 3.750 3.940
2029 500,000 .5.000 3.780
2030 2,560,000 4.000 4.100
2031 2,660,000 4.000 4.150
Optional Redemption:The Bonds maturing on and after June 1, 2026 are subject to redemption
prior to maturity at the option of the Issuer, from any available funds on June 1, 2025, and any
date thereafter, in whole or in part, and if in part in such principal amounts and from such
maturities as determined by the Issuer, and within any maturity by lot, at a redemption price of
par plus accrued interest to the date fixed for redemption.
A-1
STATE OF IOWA
COUNTY OF DUBUQUE
CERTIFICATE
) SS
I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is
a true and complete copy of the portion of the corporate records of said Municipality
showing proceedings of the Council; and the same is a true and complete copy of the
action taken by said Council with respect to said matter at the meeting held on the date
indicated in the attachment, which proceedings remain in full force and effect, and have
not been amended or rescinded in any way; that meeting and all action thereat was duly
and publicly held in accordance with a notice of meeting and tentative agenda, a copy of
which was timely served on each member of the Council and posted on a bulletin board
or other prominent place easily accessible to the public and clearly designated for that
purpose at the principal office of the Council (a copy of the face sheet of said agenda
being attached hereto) pursuant to the local rules of the Council and the provisions of
Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at
least twenty-four hours prior to the commencement of the meeting as required by said
law and with members of the public present in attendance; I further certify that the
individuals named therein were on the date thereof duly and lawfully possessed of their
respective City offices as indicated therein, that no Council vacancy existed except as
may be stated in said proceedings, and that no controversy or litigation is pending, prayed
or threatened involving the incorporation, organization, existence or boundaries of the
City or the right of the individuals named therein as officers to their respective positions.
WITNESS my hand and the seal of said Municipality hereto affixed this 18th day
of May, 2015.
SEAL
City Clerk, Dubuque, Io
15
ROLL CALL ORDER FOR MEETING OF
May 18, 2015
Sutton, Braig, Buol, Resnick, Connors, Lynch, Jones
CITY OF DUBUQUE, IOWA
CITY COUNCIL MEETING
Historic Federal Building
350 W. 6th Street
May 18, 2015
Council meetings are video streamed live and archived at www.cityofdubuque.org/media and on Dubuque's
CityChannel on the Mediacom cable system at Channel 8 (analog) and 85.2 (digital).
WORK SESSION
1. 5:15 PM - Parks to People Presentation
1. Public Works Week (May 17 - 23)
REGULAR SESSION
6:30 PM
PLEDGE OF ALLEGIANCE
PROCLAMATION(S)
CONSENT ITEMS
The consent agenda items are considered to be routine and non -controversial and all consent items will be normally voted
upon in a single motion without any separate discussion on a particular item. If you would like to discuss one of the Consent
Items, please go to the microphone and be recognized by the Mayor and state the item you would like removed from the
Consent Agenda for separate discussion and, consideration.
1. Minutes and Reports Submitted
Civil Service Commission of 4-1; Library Board of 4-1; Human Right Commission 4-13; Library Board of Trustees Report of
4-23; Parks and Recreation Commission of 4-14; Zoning Advisory Commission of 5-6; Zoning Board of Adjustments of 4-
23; Proof of Publication for City Council Proceedings of 4-20.
Suggested Disposition: Receive and File
2. Notice of Claims and Suits
Claim by Eugene Cliff for property damage; Claim by Dale Larson for property damage; Claim by Mary Leick for property
damage; Claim by Sheri Leytem for property damage and loss of revenue; Claim by Jennifer Meyer for property damage;
Claim by Rodney Miller for property damage; Claim by Stanley Schwartz for property damage;
Suggested Disposition: Receive and File; Refer to City Attorney
3. Disposition of Claims
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: Eugene Cliff for property damage; Dale Larson for property damage; Mary Leick for
property damage; Sheri Leytem for property damage and loss of revenue; Jennifer Meyer for property damage; Rodney
Miller for property damage; Stanley Schwartz for property damage;
Suggested Disposition: Receive and File; Concur
4. Mediacom Communications Company
Correspondence from Mediacom Communications Company advising the City of programming changes effective on or
about June 1, 2015.
Suggested Disposition: Receive and File
5. Iowa National Guard Usage Agreement
City Manager recommending approval of a Usage Agreement with the Iowa National Guard allowing the Guard to do
training at Roosevelt Park.
Pg. 1
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of Dubuque, Iowa.
Date of Meeting: May 18 , 2015.
Time of Meeting: 6:30 o'clock P.M.
Place of Meeting:
Historic Federal Building, 350 West 6th Street, Dubuque,
Iowa.
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental
body will meet at the date, time and place above set out. The tentative agenda for said
meeting is as follows:
Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported),
Senior Bond Series 2015A
Series 2015A Resolution authorizing and providing for the issuance and securing
the payment of Sales Tax Increment Revenue Bonds (Annual Appropriation
Property Tax Supported), Senior Bond Series 2015A, by the City of Dubu ue
under the provisions of Chapter 418 of the Code of Iowa q
of payment thereof, and other related matters 'providing for a method
Such additional matters as are set forth on the additional 14
hereto. page(s) attached
(number)
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of said governmental body.
City (ler , Dubuqu
May 18, 2015
The City Council of the City of Dubuque, Iowa, met in regualr session, in the
Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on
the above date. There were present Mayor Pro Tem Lynn V. Sutton in the chair, and the
following named Council Members:
Mayor Roy D. Buol (via phone), Karla Braig, Joyce Connors, Ric Jones,
Kevin Lynch, David Resnick
Absent:
1
Council Member Connors introduced the following Resolution entitled "SERIES
2015A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE
AND SECURING THE PAYMENT OF SALES TAX INCREMENT REVENUE
BONDS (ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED), SENIOR
BOND SERIES 2015A, BY THE CITY OF DUBUQUE UNDER THE PROVISIONS
OF CHAPTER 418 OF THE CODE OF IOWA, PROVIDING FOR A METHOD OF
PAYMENT THEREOF, AND OTHER RELATED MATTERS", and moved that the
same be adopted. Council Member Jones seconded the motion to adopt. The roll was
called and the vote was,
AYES: Sutton, Braig, Buol, Resnick, Connors, Lynch, Jones
NAYS:
Whereupon, the Mayor declared the resolution duly adopted as follows:
RESOLUTION NO. 181-15
SERIES 2015A RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE AND SECURING THE PAYMENT OF SALES TAX INCREMENT
REVENUE BONDS (ANNUAL APPROPRIATION PROPERTY TAX
SUPPORTED), SENIOR BOND SERIES 2015A, BY THE CITY OF DUBUQUE
UNDER THE PROVISIONS OF CHAPTER 418 OF THE CODE OF IOWA,
PROVIDING FOR A METHOD OF PAYMENT THEREOF, AND OTHER
RELATED MATTERS
WHEREAS, the City of Dubuque, Iowa (the "Issuer") is a municipal corporation
organizing and existing under the laws of the State of Iowa; and
WHEREAS, the Bee Branch Watershed, which includes the Issuer's most
developed areas where over 50% of city residents either live or work, has experienced
flooding impacting thousands of properties and over seventy businesses; and
WHEREAS, the City Council has adopted a drainage basin master plan authored
by HDR Engineering that outlines improvements to mitigate flooding, collectively
referred to as the Bee Branch Watershed Flood Mitigation Project (defined herein as the
"Bee Branch Project"); and
WHEREAS, the Flood Mitigation Program (Iowa Code Chapter 418) was
established by the State of Iowa ("State') to support community projects for the
construction and reconstruction of levees, embankments, impounding reservoirs, or
conduits that are necessary for the protection of property from the effects of floodwaters
and may include the deepening, widening, alteration, change, diversion, or other
improvement of watercourses if necessary for the protection of such property from the
effects of floodwaters; and
WHEREAS, the Issuer submitted an application to the Iowa Flood Mitigation
Board requesting the use of $98,494,178 in sales tax increment funds for the Bee Branch
Watershed Flood Mitigation Project; and
WHEREAS, the Iowa Flood Mitigation Board, acting on December 4, 2013, voted
to approve the Issuer's application for construction of the Bee Branch Project, subject to
the requirements set forth in Iowa Code Chapter 418 and the administrative rules
promulgated under it; and
WHEREAS, the Iowa Flood Mitigation Board and the Issuer have entered into an
Award Agreement relating to the approved Bee Branch Project activities; and
WHEREAS, as contemplated under the Award Agreement, a Flood Project Fund
has been created for the Bee Branch Project consisting of state sales tax revenue and any
other moneys lawfully received by the Issuer to be used to fund the Bee Branch Project
and to pay principal and interest on bonds issued for the Bee Branch Project; and
WHEREAS, by Resolution No. 159-14 passed and approved on May 19, 2014 (the
"Master Resolution"), the Issuer has heretofore authorized the issuance of $7,190,000
Sales Tax Increment Revenue Bonds (Unlimited Property Tax Supported), Second Lien
Series 2014, in order to provide funds to pay costs of the acquisition, construction and
installation and equipping of the Bee Branch Watershed Flood Mitigation Project,
including those costs associated with the Lower Bee Branch Creek Restoration Project
(Phases 4 and 7) and the Bee Branch Flood Control Pumping Station Gates and
Replacement Project; and
WHEREAS, Section 8.3 of the Master Resolution authorizes the issuance of
additional Senior Bonds by the Issuer from time to time, if all of the conditions set forth
therein are satisfied; and
3
WHEREAS, the notice of intention of the Issuer to take action for the issuance of
not to exceed $24,500,000 Sales Tax Increment Revenue Bonds has heretofore been duly
published and no objections to such proposed action have been filed, such Bonds to be
issued to pay costs of the acquisition, construction, installation and equipping of the Bee
Branch Watershed Flood Mitigation Project, including those costs associated with the
Lower Bee Branch Creek Restoration (Phase 4), the Upper Bee Branch Creek Restoration
(Phase 7), the Flood Mitigation Gate Replacement (Phase 5), the Flood Control
Maintenance Facility (Phase 9), and the North End Storm Sewers (Phase 10), the funding
of a debt service reserve for the Bonds, and the related costs for property acquisition,
engineering and design and other professional services; and
WHEREAS, the Issuer has determined to issue such Bonds as additional Senior
Bonds under the Master Resolution, and expects to receive the certifications of a
Financial Advisor and report of an Independent Auditor required under said Section 8.3,
and has determined that, upon passage of this Series 2015A Resolution and the receipt of
the foregoing items, all of the requirements of Article VIII of the Master Resolution with
respect to the issuance of additional Senior Bonds will have been satisfied.
NOW, THEREFORE, BE IT RESOLVED BY THE E CITY COUNCIL OF THE
CITY OF DUBUQUE, AS FOLLOWS:
4
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. Except as otherwise provided below in this Article I, all
words and terms defined in Article I of the Master Resolution shall have the same
meanings in this Series 2015A Resolution as such defined words and terms are given in
Article I of the Master Resolution. In addition, the following terms shall have the
following meanings in this Series 2015A Resolution unless the text expressly or by
necessary implication requires otherwise:
"Bond Purchase Agreement" means the Bond Purchase Agreement dated
May 18, 2015 between the Issuer and the Original Purchaser, relating to the
purchase and delivery of the Series 2015A Bonds.
"Master Resolution" means Resolution No. 159-14, passed and approved
on May 19, 2014, entitled "Master Resolution relating to the issuance of Sales Tax
Increment Revenue Bonds by the City of Dubuque under the provisions of Chapter
418 of the Code of Iowa, authorizing and providing for the issuance and securing
the payment of Sales Tax Increment Revenue Bonds (Unlimited Property Tax
Supported), Second Lien Series 2014, and providing for a method of payment
thereof, and related matters," as the same may be amended from time to time.
"Original Purchaser" means Robert W. Baird & Co., as the purchaser of
the Series 2015A Bonds from the Issuer at the time of their original issuance.
"Series 2015A Bonds" means the $20,800,000 Sales Tax Increment
Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond
Series 2015A, dated the date of delivery, authorized to be issued pursuant to this
Series 2015A Resolution.
"Series 2015A Costs of Issuance Account" means the account by that
name within the Project Fund established in Section 5.1 of the Master Resolution.
"Series 2015A Projects" shall mean the Projects being financed with the
proceeds of the Series 2015A Bonds, consisting of the acquisition, construction,
installation and equipping of the Bee Branch Watershed Flood Mitigation Project,
including those costs associated with the Lower Bee Branch Creek Restoration
(Phase 4), the Upper Bee Branch Creek Restoration (Phase 7), the Flood
Mitigation Gate Replacement (Phase 5), the Flood Control Maintenance Facility
(Phase 9), and the North End Storm Sewers (Phase 10), the funding of a debt
service reserve for the Series 2015A Bonds, and the related costs for property
5
acquisition, engineering and design and other professional services, as described
generally in the plans and specifications on file from time to time with the Issuer.
"Series 2015A Projects Account" means the account by that name within
the Project Fund established in Section 5.1 of the Master Resolution.
"Series 2015A Rebate Account" means the account by that name within
the Rebate Fund established in Section 6.10 of the Master Resolution.
"Series 2015A Resolution" means this Series Resolution of the City
Council of the Issuer.
"Shortfall" shall have the meaning described in Section 2.1 of this Series
2015A Resolution.
"Tax Exemption Certificate" means the Tax Exemption Certificate
executed by the Treasurer and delivered at the time of issuance and delivery of the
Series 2015A Bonds.
ARTICLE II
THE SERIES 2015A BONDS
Section 2.1. Details of Series 2015A Bonds.
(a) Authorization, Purpose and Maturities. Pursuant to the provisions of
the Master Resolution and in particular Section 8.3 thereof, there are hereby authorized to
be issued, negotiable, serial, fully registered Sales Tax Increment Revenue Bonds
(Annual Appropriation Property Tax Supported), Senior Bond Series 2015A, in the
aggregate principal amount of $20,800,000, dated the date of delivery, for the purpose of
constructing the Series 2015A Projects and paying Project Costs relating thereto, and to
pay related Costs of Issuance. The Series 2015A Bonds shall be designated "CITY OF
DUBUQUE, IOWA, SALES TAX INCREMENT REVENUE BONDS (ANNUAL
APPROPRIATION PROPERTY TAX SUPPORTED), SENIOR BOND SERIES
2015A", and bear interest from the date thereof, until payment thereof, at the office of the
Paying Agent, said interest payable on December 1, 2015 and semiannually thereafter on
the 1st day of June and December in each year until maturity at the rates hereinafter
provided.
The Series 2015A Bonds shall be issued as Senior Bonds under the Master
Resolution, and all of the applicable terms, conditions and provisions of the Master
Resolution relating to Senior Bonds shall be deemed and construed to apply to the Series
2015A Bonds to the same extent as if fully set forth herein.
The Series 2015A Bonds and the Registrar's Certificate of Authentication shall be
in substantially the form set forth in Exhibit A attached hereto, with such variations,
omissions, substitutions and insertions as are required or permitted by this Series 2015A
Resolution.
The Series 2015A Bonds shall be executed by the manual or facsimile signature of
the Mayor and attested by the manual or facsimile signature of the City Clerk of the
Issuer, and shall be fully registered as to both principal and interest as provided in this
Series 2015A Resolution; principal, interest and premium, if any shall be payable at the
office of the Paying Agent by mailing of a check, wire transfer or automated clearing
house system transfer to the registered owner of the Bond. The Series 2015A Bonds shall
be issued as Depository Bonds and shall mature and bear interest as follows:
SERIAL BONDS
Interest Principal Maturity
Rate Amount (June 1st)
3.000% $1,930,000 2023
5.000% $75,000 2023
3.125% $1,145,000 2024
5.000% $925,000 2024
3.250% $1,975,000 2025
5.000% $175,000 2025
3.250% $2,225,000 2026
3.500% $2,295,000 2027
3.625% $2,375,000 2028
3.750% $1,960,000 2029
5.000% $500,000 2029
4.000% $2,560,000 2030
4.000% $2,660,000 2031
(b) Stand-by Levy of Debt Service Taxes. The Series 2015A Bonds shall be
payable from the Pledged Revenues, as described in Article VI of the Master Resolution.
For the purpose of providing funds to pay the Principal of and interest on the Series
2015A Bonds (but not other Bonds) in the event that the Sales Tax Increment Revenues
and amounts on deposit in the Flood Project Fund are otherwise insufficient to do so,
there is hereby appropriated to the Sinking Fund, subject to non -appropriation as
7
described in subsections (c) and (d) hereof, and levied for each future year the following
direct annual tax on all of the taxable property in Dubuque, Iowa, to -wit:
FISCAL YEAR (JULY 1 TO JUNE 30)
AMOUNT YEAR OF COLLECTION
$732,991 2015/2016
$762,650 2016/2017
$762,650 2017/2018
$762,650 2018/2019
$762,650 2019/2020
$762,650 2020/2021
$762,650 2021/2022
$2,767,650 2022/2023
$2,771,000 2023/2024
$2,768,969 2024/2025
$2,771,031 2025/2026
$2,768,719 2026/2027
$2,768,394 2027/2028
$2,767,300 2028/2029
$2,768,800 2029/2030
$2,766,400 2030/2031
Notwithstanding the foregoing, the above levies of Debt Service Taxes shall not be made
unless and until such time as the Issuer determines there has been (or will be) a Shortfall
and includes all or a portion of such levy amounts in its annual budget under subsection
(c) of this Section 2.1.
(c) Determination and Funding of Shortfall. In the event that the amounts on
deposit in the Sinking Fund, Debt Service Reserve Account and Additional Projects
Account on March 15 of any year are not sufficient to make the payments of the Principal
of and interest due on the Series 2015A Bonds on the following June 1 and during the
following Fiscal Year (the difference between such available amounts and the amounts
due on the Series 2015A Bonds on such dates being referred to herein as a "Shortfall"),
the Issuer presently intends to include within its budget for that Fiscal Year a levy of
Debt Service Taxes in such amount as may be necessary to make up the Shortfall and
timely pay the full amount of the Principal of and interest due on the Series 2015A Bonds
on the following June 1 and during such Fiscal Year, and for that purpose has authorized
the stand-by levy set forth in subsection (b) above; provided, however, that this stand-by
levy and expression of current intent does not create and shall not be construed as
creating a general, legal or enforceable obligation of the Issuer to levy such taxes and
8
appropriate such funds for any Fiscal Year, and the decision to levy such taxes and
appropriate such funds for a Fiscal Year to make up a Shortfall shall be made in the sole
discretion of the then current Governing Body of the Issuer.
On or before March 15 of each year the Governing Body by resolution shall
determine whether or not to include within its budget a levy of Debt Service Taxes for the
next succeeding Fiscal Year for the purpose of making up a Shortfall. If the Governing
Body determines to budget for such a levy and appropriate Debt Service Taxes for the
foregoing purposes for such Fiscal Year, the Issuer shall collect such amounts into the
debt service fund of the Issuer and thereafter transfer the same to the Sinking Fund for
application to the payment of Principal of and interest on the Series 2015A Bonds during
such Fiscal Year and/or to the Debt Service Reserve Account to replenish the same.
(d) Non -Appropriation. Notwithstanding anything in this Series 2015A
Resolution to the contrary, the levy, collection and transfer of Debt Service Taxes for the
payments of any portion of the Principal and interest due on the Series 2015A Bonds
permitted under this section shall not constitute a mandatory charge or a requirement in
any ensuing Fiscal Year beyond the then current Fiscal Year for which the Issuer has
determined to make such a levy and appropriated the funds thereby received as described
herein, and the Issuer shall have no continuing obligation to budget for, levy, collect or
transfer Debt Service Taxes to the Flood Project Fund for the payment of any portion of
the Principal of or interest due on the Series 2015A Bonds, and no provision of this
Series 2015A Resolution or the Series 2015A Bonds shall be construed or interpreted as
creating a general obligation of the Issuer or other financial obligation of the Issuer for
any future Fiscal Year or a debt within the meaning of any constitutional or statutory debt
limitation. The right reserved to the Issuer to levy Debt Service Taxes for the payments
of Principal of and interest on the Series 2015A Bonds shall be subject at all times to
Non -Appropriation by the Governing Body. If a Shortfall will occur in any Fiscal Year,
and in the event the Governing Body does not budget for, levy and appropriate Debt
Service Taxes for such Fiscal Year in amounts sufficient to meet the payments of
Principal of and interest due on the Series 2015A Bonds during such Fiscal Year, the
Issuer's obligations under the Series 2015A Bonds shall be limited to the funds held on
deposit from time to time in the Flood Project Fund. The Issuer shall give notice to the
Original Purchaser of any Non -Appropriation. Upon the occurrence of any such Non -
Appropriation, the Issuer shall not be obligated to make payment from any source of any
amounts in respect of Principal and interest due on the Series 2015A Bonds beyond those
amounts otherwise held on deposit from time to time in the Flood Project Fund, and no
Event of Default shall be deemed to have occurred under Section 10.1 of the Master
Resolution, and the Issuer shall not be liable to the holders of the Series 2015A Bonds for
any remaining amounts due on the Series 2015A Bonds or for any costs, damages
(including but not limited to consequential damages) or expenses incurred by the holders
of the Series 2015A Bonds as a result of the exercise by the Issuer of the foregoing right
9
of Non -Appropriation, so long as the Issuer otherwise applies the amounts held on
deposit from time to time in the Flood Project Fund for that purpose.
(e) Certification to County. Prior to the issuance and delivery of the Series
2015A Bonds a certified copy of this Series 2015A Resolution shall be filed in the office
of the County Auditor of Dubuque County to evidence the Issuer's pledge (subject to
non -appropriation) of the Debt Service Taxes described herein.
Section 2.2. Appointment of Registrar. Wells Fargo Bank, N.A. is hereby
appointed as Registrar and Paying Agent for the Series 2015A Bonds under the terms of
this Series 2015A Resolution.
Section 2.3. Execution, Authentication and Delivery of the Series 2015A
Bonds. Upon the adoption of this Series 2015A Resolution, the Mayor and City Clerk
shall execute and deliver the Series 2015A Bonds to the Registrar, who shall authenticate
the same and deliver the same to or upon order of the Original Purchaser. No such Series
2015A Bond shall be valid or obligatory for any purpose or shall be entitled to any right
or benefit hereunder unless the Registrar shall duly endorse and execute on such Series
2015A Bond a Certificate of Authentication substantially in the form of the Certificate
herein set forth. Such Certificate upon any such Series 2015A Bond executed on behalf
of the Issuer shall be conclusive evidence that the Series 2015A Bond so authenticated
has been duly issued under this Series 2015A Resolution and that the holder thereof is
entitled to the benefits of this Series 2015A Resolution.
ARTICLE III
REDEMPTION OF BONDS
Section 3.1. Optional Redemption. The Series 2015A Bonds maturing on or
after June 1, 2026 may be called for redemption by the Issuer and paid before maturity on
June 1, 2025 or any date thereafter, from any funds regardless of source, in whole or in
part, in any order of maturity and within an annual maturity by lot. The terms of any
redemption shall be par, plus accrued interest to date of call.
ARTICLE IV
DELIVERY AND APPLICATION OF PROCEEDS
10
Section 4.1. Application of Series 2015A Bond Proceeds. The Series 2015A
Bonds shall be delivered as provided in Sections 6.1 and 6.2 and the proceeds thereof
shall be applied as follows:
(i) An amount sufficient to pay the Costs of Issuance of the Series 2015A
Bonds shall be deposited into the Series 2015A Costs of Issuance Account.
(ii) An amount equal to the Debt Service Reserve Requirement for the Series
2015A Bonds shall be deposited into the Debt Service Reserve Account.
(iii) The amount of $1,495,641.39 shall be deposited into the Capitalized
Interest Subaccount of the Bond Principal and Interest Account and used to
pay interest on the Series 2015A Bonds through June 1, 2017.
(iv) The balance of proceeds shall be deposited into the Series 2015A Projects
Account of the Project Fund and applied thereafter to pay Project Costs of
the Series 2015A Projects.
Section 4.2. Debt Service Reserve Requirement. The Series 2015A Bonds shall
be secured by and payable from amounts held on deposit in the Debt Service Reserve
Account established under the Master Resolution. The Debt Service Reserve
Requirement for the Series 2015A Bonds shall be equal to $2,080,000.
ARTICLE V
TAX PROVISIONS
Section 5.1. Disposition of Bond 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 Series 2015A Bonds issued hereunder which will cause any
of the Series 2015A Bonds to be classified as arbitrage bonds within the meaning of
Section 148(a) and (b) of the Code, and that throughout the term of said Series 2015A
Bonds it will comply with the requirements of said statute and regulations issued
thereunder.
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 Series 2015A Bonds will be used in a manner that
would cause such Bonds 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
11
by reference as part of this Series 2015A Resolution. The Treasurer is hereby directed to
make and insert all calculations and determinations necessary to complete the Tax
Exemption Certificate in all respects and to execute and deliver the Tax Exemption
Certificate at issuance of the Series 2015A Bonds 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 Series
2015A Bonds remaining unexpended after three years from the issuance and any other
funds required by the Tax Exemption Certificate to be so treated. If any investments are
held with respect to the Series 2015A Bonds, 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 Series 2015A Resolution only in the event that it shall first obtain an opinion of
bond counsel that the proposed investment action will not cause the Series 2015A Bonds
to be classified as arbitrage bonds under Section 148(a) and (b) of the Code.
The Issuer covenants that it will proceed with due diligence to spend the proceeds
of the Series 2015A Bonds for the purpose set forth in this Series 2015A 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 therefrom 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 Series 2015A Bonds not to
be exempt from federal income taxes in the hands of holders under the provisions of the
Code.
Section 5.2. Additional Covenants, Representations and Warranties of the
Issuer. The Issuer certifies and covenants with the purchasers and holders of the Series
2015A Bonds 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 Series 2015A Bonds; (c) consult
with bond counsel (as defined in the Tax Exemption Certificate); (d) pay to the United
States, as necessary, such sums of money representing required rebates of excess
arbitrage profits relating to the Series 2015A Bonds; (e) file such forms, statements and
supporting documents as may be required and in a timely manner; and (f) if deemed
necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors,
attorneys and other persons to assist the Issuer in such compliance.
12
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1. Delivery of Series 2015A Bonds. The Issuer shall deliver the
executed Series 2015A Bonds to or upon order of the Original Purchaser in accordance
with, and at the price set forth in, the Bond Purchase Agreement.
Section 6.2. 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 Series 2015A 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 Series 2015A 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 Series 2015A Bonds (including persons holding Series 2015A Bonds through
nominees, depositories or other intermediaries), or (b) is treated as the owner of any such
Bonds for federal income tax purposes.
Section 6.3. Official Statement. The use and distribution of the Preliminary
Official Statement is hereby authorized and approved, and the execution and delivery of
the Official Statement in final form shall be and is hereby authorized, ratified, confirmed,
and approved. The Budget Director is hereby authorized and directed to ratify, confirm,
approve, execute, and deliver the Official Statement on behalf of the Issuer, and the
execution of the Official Statement by the Budget Director shall constitute conclusive
evidence of each such officer's ratification, confirmation, approval, and delivery thereof
on behalf of the Issuer.
Section 6.4. Registrar and Paying Agent Agreement. The Registrar and Paying
Agreement between the Issuer and Wells Fargo Bank, N.A. with respect to the Series
2015A Bonds is hereby approved, and the Mayor and City Clerk are hereby authorized
and directed to execute and deliver the same on behalf of the Issuer.
Section 6.5. General Authorization. From and after the date of adoption of this
Series 2015A Resolution, the officers, employees and agents of the Issuer are hereby
authorized to do all such acts and things and to execute and deliver any and all other
13
documents, agreements, certificates and instruments relating to the Series 2015A Bonds,
the investment of the proceeds thereof and the other transactions contemplated on the part
of the Issuer by this Series 2015A Resolution, including, but not limited to, the Tax
Exemption Certificate referred to in Section 5.1 hereof.
Section 6.6. Construction. Except to the extent set forth herein, all of the
applicable terms, conditions and provisions of the Master Resolution relating to Senior
Bonds shall be deemed and construed to apply to the Series 2015A Bonds to the same
extent as if fully set forth herein. Except as may otherwise be provided herein, the
Master Resolution shall remain in full force and effect and applicable to the Series 2015A
Bonds.
Section 6.7. Severability. If any section, paragraph, or provision of this Series
2015A Resolution shall be held to be invalid or unenforceable for any reason, the
invalidity or unenforceability of such section, paragraph or provision shall not affect any
of the remaining provisions.
Section 6.8. Repeal of Conflicting Ordinances or Resolutions and Effective
Date. All other ordinances, resolutions and orders, or parts thereof, in conflict with the
provisions of this Series 2015A Resolution are, to the extent of such conflict, hereby
repealed; and this Series 2015A Resolution shall be in effect from and after its adoption.
PASSED AND APPROVED this 18th day of May, 2015.
ATTEST:
14
EXHIBIT A
REGISTERED STATE OF IOWA REGISTERED
CERTIFICATE NO. 1 COUNTY OF DUBUQUE $
CITY OF DUBUQUE
SALES TAX INCREMENT REVENUE BOND
(ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED)
SENIOR BOND SERIES 2015A
Rate Maturity Bond Date Cusip No.
The City of Dubuque, Iowa, a municipal corporation organized and existing under
and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value
received, promises to pay from the source and as hereinafter provided, on the maturity
date indicated above, to
CEDE & CO.
or registered assigns, the principal sum of DOLLARS
($ ) in lawful money of the United States of America, on the maturity date
shown above, only upon presentation and surrender hereof at the office of Wells Fargo
Bank, N.A., Paying Agent of this issue, or its successor, with interest on said sum from
the date hereof until paid at the rate per annum specified above, payable on December 1,
2015, and semiannually thereafter on the 1st day of June and December in each year.
Interest and principal shall be paid to the registered holder of the Bond 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.
This Bond is issued pursuant to the provisions of Section 418.14 of the Code of
Iowa, as amended, for the purpose of paying costs of the acquisition, construction,
installation and equipping of the Bee Branch Watershed Flood Mitigation Project,
including those costs associated with the Lower Bee Branch Creek Restoration (Phase 4),
the Upper Bee Branch Creek Restoration (Phase 7), the Flood Mitigation Gate
Replacement (Phase 5), the Flood Control Maintenance Facility (Phase 9), and the North
End Storm Sewers (Phase 10), the funding of a debt service reserve for the Bonds, and
the related costs for property acquisition, engineering and design and other professional
A-1
services, in conformity to a Master Resolution of the City Council of said City duly
passed and approved on May 19, 2014 (the "Master Resolution") and a Series 2015A
Resolution duly passed and approved on May 18, 2015 (the "Series 2015A Resolution").
Capitalized terms not defined herein shall have the meanings given to them in the Master
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 on or after June 1, 2026 may be called for redemption by the
Issuer and paid before maturity on June 1, 2025 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.
Thirty days' notice of redemption shall be given by first class mail to the registered
owner of the Bond. 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.
Ownership of this Bond may be transferred only by transfer upon the books kept
for such purpose by Wells Fargo Bank, N.A., the Registrar. Such transfer on the books
shall occur only upon presentation and surrender of this Bond at the office of the
Registrar as designated below, 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 Master Resolution.
This Bond and the series of which it forms a part, other bonds ranking on a parity
therewith, and any additional bonds or notes which may be hereafter issued and
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outstanding from time to time on a parity with said Bonds, as provided in the Master
Resolution of which notice is hereby given and is hereby made a part hereof, are payable
from and secured by a pledge of certain Pledged Revenues, as defined and provided in
said Master Resolution, to be deposited and held in a Flood Project Fund of the Issuer.
The Pledged Revenues include, but only to the extent appropriated by the City Council of
the Issuer, the levy of Debt Service Taxes that may be levied and deposited from time to
time into the Flood Project Fund of the Issuer, referred to and authorized in Section
418.14 of the Code of Iowa, in the event of a Shortfall (as defined in the Master
Resolution), but the levy of such Debt Service Taxes is subject to Non -Appropriation in
any Fiscal Year. The Series 2015A Bonds do not constitute a general obligation of the
Issuer, and shall not constitute a debt within the meaning of any constitutional debt
limitation. The Series 2015A Bonds shall not directly or indirectly obligate the Issuer to
levy Debt Service Taxes to make any payments thereof during a Fiscal Year beyond
those for which such funds may have been appropriated by the City Council for such
Fiscal Year.
In the event that the amounts on deposit in the Sinking Fund, Debt Service
Reserve Account and Additional Projects Account of the Flood Project Fund in any
Fiscal Year are not sufficient to meet the payments of Principal of and interest due on the
Series 2015A Bonds, and the City Council of the Issuer does not budget, levy and
transfer from the debt service fund of the Issuer funds sufficient to meet the payments of
Principal of and interest due under the Series 2015A Bonds during such Fiscal Year (a
"Non -Appropriation"), the Issuer's obligations under the Series 2015A Bonds shall be
limited to the amounts held on deposit from time to time in the Flood Project Fund. The
Issuer shall give notice to the Original Purchaser (as defined in the Resolution) of any
Non -Appropriation. Upon the occurrence of any such Non -Appropriation, the Issuer
shall not be obligated to make payment from any source of any amounts in respect of
Principal and interest due on the Series 2015A Bonds beyond those amounts held in the
Flood Project Fund, and the Issuer shall not be liable to the holders of such Series 2015A
Bonds for any other amounts due under the Series 2015A Bonds or for any costs,
damages (including but not limited to consequential damages) or expenses incurred by
the holders of such Series 2015A Bonds as a result of the exercise by the Issuer of the
foregoing right of Non -Appropriation, so long as the Issuer otherwise applies the
amounts held on deposit from time to time in the Flood Project Fund for that purpose.
THE SERIES 2015A BONDS SHALL NOT BE DEEMED TO CONSTITUTE A
DEBT OF THE ISSUER OR A PLEDGE OF THE FAITH AND CREDIT OF THE
ISSUER. THE SERIES 2015A BONDS SHALL NOT BE PAYABLE FROM OR A
CHARGE UPON ANY FUNDS OTHER THAN THE REVENUES AND AMOUNTS
PLEDGED TO THE PAYMENT THEREOF, NOR SHALL THE ISSUER BE
SUBJECT TO ANY PECUINARY LIABILITY THEREON. NO OWNER OR
OWNERS OF THIS BOND SHALL EVER HAVE THE RIGHT TO COMPEL ANY
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EXERCISE OF THE TAXING POWER OF THE ISSUER TO PAY THIS BOND OR
THE INTEREST HEREON, NOR TO ENFORCE PAYMENT OF THIS BOND
AGAINST ANY PROPERTY OF THE ISSUER; NOR SHALL THIS BOND
CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITABLE,
UPON ANY PROPERTY OF THE ISSUER, EXCEPT FOR THE PLEDGED
REVENUES.
The Master Resolution and the Series 2015A Resolution contain more particular
statements of the covenants and provisions securing the Series 2015A Bonds, the
conditions under which the owner of this Series 2015A Bond may enforce covenants
(other than the covenant to pay Principal of this Series 2015A Bond when due from the
sources provided, the right to enforce which is unconditional), the conditions under which
additional Bonds may be issued under the Master Resolution, and the conditions upon
which the Master Resolution may be amended with the consent of the owners of not less
than two-thirds in aggregate Principal amount of the Senior Bonds Outstanding. Upon
the occurrence of an Event of Default under the Master Resolution, the owner of this
Series 2015A Bond shall be entitled to the remedies provided in the Master Resolution.
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 Bond, have been
existent, had, done and performed as required by law.
IN TESTIMONY WHEREOF, said Issuer by its City Council has caused this
Bond 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 Issuer impressed hereon, and
authenticated by the manual signature of an authorized representative of the Registrar,
Welts Fargo Bank, N.A., Minneapolis, Minnesota.
(SEAL) CITY OF DUBUQUE, IOWA
By: By:
City Clerk Mayor
Date of authentication:
This is one of the Bonds described in the within mentioned Series 2015A Resolution, as
registered by Wells Fargo Bank, N.A.
A-4
WELLS FARGO BANK, N.A., Registrar
By:
Authorized Signature
Registrar and Transfer Agent: Wells Fargo Bank, N.A.
Paying Agent: Wells Fargo Bank, N.A.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No.
the within Bond and does hereby irrevocably constitute and appoint
attorney in fact to transfer the said Bond on the books kept for registration of the within
Bond, with full power of substitution in the premises.
Dated
SIGNATURE )
GUARANTEED )
(Person(s) executing this Assignment sign(s) here)
IMPORTANT - READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written
upon the face of the certificate(s) or bond(s) in every particular without
alteration or enlargement or any change whatever. Signature guarantee
must be provided in accordance with the prevailing standards and
procedures of the Registrar and Transfer Agent. Such standards and
procedures may require signature to be guaranteed by certain eligible
guarantor institutions that participate in a recognized signature guarantee
program.
A-5
9
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification
Number of Transferee(s)
Transferee is a(n):
Individual* Corporation
Partnership Trust
*If the Bond is to be registered in the names of multiple individual owners, the names of
all such owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Bond,
shall be construed as though written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN as joint tenants with right of survivorship and not as tenants in
common
IA UNIF TRANS MIN ACT -
01087629-1 \ 10422.162
A-6
Custodian
(Cust) (Minor)
under Iowa Uniform Transfers
to Minors Act
(State)
STATE OF IOWA
COUNTY OF DUBUQUE
CERTIFICATE
) SS
I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is
a true and complete copy of the portion of the corporate records of said Municipality
showing proceedings of the Council, and the same is a true and complete copy of the
action taken by said Council with respect to said matter at the meeting held on the date
indicated in the attachment, which proceedings remain in full force and effect, and have
not been amended or rescinded in any way; that meeting and all action thereat was duly
and publicly held in accordance with a notice of meeting and tentative agenda, a copy of
which was timely served on each member of the Council and posted on a bulletin board
or other prominent place easily accessible to the public and clearly designated for that
purpose at the principal office of the Council (a copy of the face sheet of said agenda
being attached hereto) pursuant to the local rules of the Council and the provisions of
Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at
least twenty-four hours prior to the commencement of the meeting as required by said
law and with members of the public present in attendance; I further certify that the
individuals named therein were on the date thereof duly and lawfully possessed of their
respective City offices as indicated therein, that no Council vacancy existed except as
may be stated in said proceedings, and that no controversy or litigation is pending, prayed
or threatened involving the incorporation, organization, existence or boundaries of the
City or the right of the individuals named therein as officers to their respective positions.
WITNESS my hand and the seal of said Municipality hereto affixed this 18th day
of May, 2015.
SEAL
City Clerk, Dubuque, fowa
15
ROLL CALL ORDER FOR MEETING OF
May 18, 2015
Sutton, Braig, Buol, Resnick, Connors, Lynch, Jones
CITY OF DUBUQUE, IOWA
CITY COUNCIL MEETING
Historic Federal Building
350 W. 6th Street
May 18, 2015
Council meetings are video streamed live and archived at www.cityofdubuque.org/media and on Dubuque's
CityChannel on the Mediacom cable system at Channel 8 (analog) and 85.2 (digital).
1. 5:15 PM - Parks to People Presentation
1. Public Works Week (May 17 - 23)
WORK SESSION
REGULAR SESSION
6:30 PM
PLEDGE OF ALLEGIANCE
PROCLAMATION(S)
CONSENT ITEMS
The consent agenda items are considered to be routine and non -controversial and all consent items will be normally voted
upon in a single motion without any separate discussion on a particular item. If you would like to discuss one of the Consent
Items, please go to the microphone and be recognized by the Mayor and state the item you would like removed from the
Consent Agenda for separate discussion and consideration.
1. Minutes and Reports Submitted
Civil Service Commission of 4-1; Library Board of 4-1; Human Right Commission 4-13; Library Board of Trustees Report of
4-23; Parks and Recreation Commission of 4-14; Zoning Advisory Commission of 5-6; Zoning Board of Adjustments of 4-
23; Proof of Publication for City Council Proceedings of 4-20.
Suggested Disposition: Receive and File
2. Notice of Claims and Suits
Claim by Eugene Cliff for property damage; Claim by Dale Larson for property damage; Claim by Mary Leick for property
damage; Claim by Sheri Leytem for property damage and loss of revenue; Claim by Jennifer Meyer for property damage;
Claim by Rodney Miller for property damage; Claim by Stanley Schwartz for property damage;
Suggested Disposition: Receive and File; Refer to City Attorney
3. Disposition of Claims
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: Eugene Cliff for property damage; Dale Larson for property damage; Mary Leick for
property damage; Sheri Leytem for property damage and loss of revenue; Jennifer Meyer for property damage; Rodney
Miller for property damage; Stanley Schwartz for property damage;
Suggested Disposition: Receive and File; Concur
4. Mediacom Communications Company
Correspondence from Mediacom Communications Company advising the City of programming changes effective on or
about June 1, 2015.
Suggested Disposition: Receive and File
5. Iowa National Guard Usage Agreement
City Manager recommending approval of a Usage Agreement with the Iowa National Guard allowing the Guard to do
training at Roosevelt Park.
Pg. 1
AHLERS COONEY, P.C.
100 COURT AVENUE.SUITE 600
DES MOINES,IOWA 50309-2231
PHONE:515-243-7611
FAX:515-243-2149
WWW.AHLERSLAW.COM
William J.Noth Direct Dial:
wnoth@ahlerstaw.com (515)246-0332
May 8, 2015
Ms. Jenny Larson
Budget Director
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001
RE: Sales Tax Increment Revenue Bonds (Annual Appropriation Property
Tax Supported); Senior Bond Series 2015A
Dear Ms. Larson:
With this letter I am enclosing suggested proceedings to be acted upon by the
Council in approving a Bond Purchase Agreement ("Agreement") between the City and
Robert W. Baird & Co. in connection with the issuance of the above-described Bonds. It
is my understanding that such a proposal is expected to be received and considered at the
May 18, 2015 meeting of the Council.
The form of Agreement will be delivered to you separately, once it has been
finalized. Certain details of the Agreement, particularly Exhibit A, will not be
determined until the day of the Council meeting; those replacement pages will be
forwarded as soon as the Bond pricing has been finalized.
Also enclosed are suggested proceedings to authorize the issuance of the above-
referenced Senior Bond Series 2015A. This is referred to as the "Series 2015A
Resolution" in the preliminary Official Statement that has previously been forwarded to
the Council. The Series 2015A Resolution includes the particular details of the Bonds,
but has a number of blank spaces in it that will be completed once the specific terms of
the Series 2015A Bonds are established on May 18th. We will forward replacement
pages at that time.
May 8, 2015
Page 2
Extra copies of the proceedings are enclosed to be completed as the originals and
returned to us for our transcript of the action taken.
Should you have any questions, please don't hesitate to contact me.
Very truly yours,
William J. Noth
WJN:dc
Enclosures
cc: . Barry Lindahl (w/encl.)
Ken TeKippe (w/encl.)
Tionna Pooler (w/encl.)
01108446-IU 0422-162