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Sales Tax Increment Revenue Bonds _Annual Appropriation Property Tax Supported 2015A Copyright 2014 City of Dubuque Consent Items # 13. ITEM TITLE: Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A - Complete Action SUMMARY: City Manager recommending approval of the suggested proceedings to complete the action required on the recent Series 2015A Sales Tax Increment Revenue Bonds, which will fund a portion of the Bee Branch Watershed Project. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve ATTACHMENTS: Description Type ❑ MVM Memo City Manager Memo ❑ Staff Memo Staff Memo ❑ Tax Exemption Certificate Supporting Documentation ❑ Continuing Disclosure Certificate Supporting Documentation ❑ Original Bonds Supporting Documentation ❑ Delivery Certificate Supporting Documentation ❑ Transcript Certificate Supporting Documentation ❑ Authentication Order Supporting Documentation ❑ County Auditor's Certificate Supporting Documentation ❑ Form 8038-G—Information Return for Tax Exempt Government Supporting Documentation ❑ Paying Agent, Bond Registrar and Transfer Agent Agreement Supporting Documentation ❑ Certificate of Authentication Supporting Documentation ❑ Bond Counsel Letter Supporting Documentation THE CITY OF DubuquE UBE I erica .i Masterpiece on the Mississippi 200,.2012.201, TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Proceedings to Complete Action on Issuance of $20,800,000 Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A DATE: May 27, 2015 Budget Director Jennifer Larson recommends City Council approval of the suggested proceedings to complete the action required on the recent Series 2015A Sales Tax Increment Revenue Bonds. The Sales Tax Increment Revenue Bonds, Series 2015A will fund a portion of the Bee Branch Watershed Project. The repayment of the debt will be from the sales tax increment revenue from the Flood Mitigation Program. I concur with the recommendation and respectfully request Mayor and City Council approval. 1045-�t 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 THE CITY OF DubuquE UBE I erica .i Masterpiece on the Mississippi 200,.2012.201, TO: Michael C. Van Milligen, City Manager FROM: Jennifer Larson, Budget Director SUBJECT: Proceedings to Complete Action on Issuance of $20,800,000 Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A DATE: May 27, 2015 INTRODUCTION The purpose of this memorandum is to recommend proceedings to complete the action required on the Series 2015A bond issuance. A letter from attorney Bill Noth detailing information on the bond closing is enclosed. DISCUSSION The Series 2015A bonds will be used to fund the Bee Branch Watershed Project. The bonds will be repaid from the sales tax increment revenue received from the Flood Mitigation Program. The Tax Exemption Certificate sets out in detail a number of facts, promises and obligations which must be met and agreed to by the City in order to maintain these bonds as tax exempt. The City has an obligation to provide continuing disclosure to the market place while the bonds are outstanding. The Continuing Disclosure Certificate requires the City to provide annual financial information and other operating data described in the Continuing Disclosure Certificate to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system ("EMMA") so long as the bonds are outstanding, and also to provide notice to EMMA if certain events occur. The Paying Agent; Bond Registrar and Transfer Agent Agreement approves appointment of Wells Fargo Bank, National Association of Des Moines, Iowa to serve as paying agent, bond registrar, and transfer agent. The other related documents enclosed to complete action in connection with the authorization of the Series 2015A bonds include: • Original Bonds • Delivery Certificate • Transcript Certificate • Authentication Order • County Auditor's Certificate • Form 8038-G — Information Return for Tax Exempt Governmental Obligations This is the final City Council action required on the bond issuance. RECOMMENDATION I respectfully recommend the approval and completion of the enclosed documents to complete the action required on the Series 2015A bond issuance. JML Attachments cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager Kenneth TeKippe, Finance Director 2 AHLERS GOONEY, P.G. ATTORNEYS AT LAW 100 COURT AVENUE • SUITE 600 DES MOINES, IOWA 50309-2231 PHONE 515-243-7611 FAX: 515-243-2149 WWW.AHLERSLAW.COM WILLIAM J. NOTH WNOTH@AHLERSLAW.COM June 3, 2015 OVERNIGHT DELIVERY Ms. Regina A. Velasquez Assistant Vice President Corporate Trust Services Wells Fargo Bank, N.A. 625 Marquette Ave, 11th Floor Minneapolis, MN 55479 Direct Dial: (515)246-0332 RE: City of Dubuque, Iowa $20,800,000 Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A Dear Ms. Velasquez: With this letter I am enclosing original Bond Nos. 1 through 13, inclusive, each of which has been signed and sealed by the City of Dubuque. I would appreciate it if you would authenticate each of these and forward them to the Depository Trust Company in advance of the closing on June 15, 2015. I also am enclosing the Registrar's copies of the Paying Agent, Registrar and Transfer Agent Agreement, Certificate of Authentication and Authentication Order. Should you need anything further, please don't hesitate to contact me. Yours very truly, William J. Noth WJN:dc encl. cc: Ken TeKippe Jenny Larson 01116416-1\10422-162 TAX EXEMPTION CERTIFICATE of CITY OF DUBUQUE, IOWA $20,800,000 SALES TAX INCREMENT REVENUE BONDS (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A This instrument was prepared by: Ahlers & Cooney, P.C. 100 Court Avenue, Suite 600 Des Moines, Iowa 50309 (515) 243-7611 TABLE OF CONTENTS This Table of Contents is not a part of this Tax Exemption Certificate and is provided only for convenience of reference. INTRODUCTION............................................................................................................... 1 ARTICLEI .......................................................................................................................... 1 DEFINITIONS .................................................................................................................... 1 ARTICLEII......................................................................................................................... 5 SPECIFIC CERTIFICATIONS, REPRESENTATIONSAND AGREEMENTS............... 5 Section 2.1 Authority to Certify and Expectations............................................................. 5 Section 2.2 Receipts and Expenditures of Sale Proceeds................................................... 8 Section 2.3 Purpose of Series 2015A Bonds...................................................................... 8 Section 2.4 Facts Supporting Tax-Exemption Classification............................................. 8 Section 2.5 Facts Supporting Temporary Periods for Proceeds....................................... 10 Section 2.6 Resolution Funds at Restricted or Unrestricted Yield................................... 11 Section 2.7 Pertaining to Yields ....................................................................................... 13 ARTICLEIII ..................................................................................................................... 14 REBATE............................................................................................................................ 14 Section3.1 Records.......................................................................................................... 14 Section3.2 Rebate Fund................................................................................................... 14 Section 3.3 Exceptions to Rebate ..................................................................................... 14 Section 3.4 Calculation of Rebate Amount...................................................................... 15 Section 3.5 Rebate Requirements and the Bond Principal and Interest Fund.................. 16 Section 3.6 Investment of the Rebate Fund...................................................................... 16 Section 3.7 Payment to the United States......................................................................... 17 Section3.8 Records.......................................................................................................... 17 Section 3.9 Additional Payments ..................................................................................... 18 ARTICLEIV..................................................................................................................... 18 INVESTMENT RESTRICTIONS .................................................................................... 18 Section 4.1 Avoidance of Prohibited Payments ............................................................... 18 Section 4.2 Market Price Requirement............................................................................. 18 Section 4.3 Investment in Certificates of Deposit............................................................ 19 Section 4.4 Investment Pursuant to Investment Contracts and Agreements.................... 19 Section4.5 Records..........................................................................................................21 Section 4.6 Investments to be Legal.................................................................................21 ARTICLEV ......................................................................................................................21 GENERAL COVENANTS ...............................................................................................21 ARTICLEVI .....................................................................................................................21 AMENDMENTS AND ADDITIONAL AGREEMENTS ...............................................21 Section 6.1 Opinion of Bond Counsel; Amendments ......................................................21 Section 6.2 Additional Covenants, Agreements...............................................................22 Section6.3 Amendments..................................................................................................22 Signatureand Seal .............................................................................................................23 EXHIBIT "A" - VERIFICATION CERTIFICATE OF THE PURCHASER TAX EXEMPTION CERTIFICATE CITY OF DUBUQUE, IOWA THIS TAX EXEMPTION CERTIFICATE made and entered into on June 15, 2015, by the City of Dubuque, Iowa(the "Issuer"). INTRODUCTION This Certificate is executed and delivered in connection with the issuance by the Issuer of its Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A, in the aggregate principal amount of$20,800,000 (the "Series 2015A Bonds"). The Series 2015A Bonds are issued pursuant to the provisions of the Series 2015A Resolution of the Issuer authorizing issuance of the Series 2015A Bonds. The Series 2015A Resolution provides that the covenants contained in this Certificate constitute a part of the Issuer's contract with the owners of the Series 2015A Bonds. The Issuer recognizes that under the Code (as defined below) the tax-exempt status of the interest received by the owners of the Series 2015A Bonds is dependent upon, among other things, the facts, circumstances, and reasonable expectations of the Issuer as to future facts not in existence at this time, as well as the observance of certain covenants in the future. The Issuer covenants that it will take such action with respect to the Series 2015A Bonds as may be required by the Code, and pertinent legal regulations issued thereunder in order to establish and maintain the tax-exempt status of the Series 2015A Bonds, including the observance of all specific covenants contained in the Series 2015A Resolution and this Certificate. ARTICLE I DEFINITIONS The following terms as used in this Certificate shall have the meanings set forth below. The terms defined in the Series 2015A Resolution shall retain the meanings set forth therein when used in this Certificate. Other terms used in this Certificate shall have the meanings set forth in the Code or in the Regulations. 1 "Annual Debt Service" means the principal of and interest on the Series 2015A Bonds scheduled to be paid during a given Bond Year. "Bond Counsel" means Ahlers & Cooney, P.C., Des Moines, Iowa, or an attorney at law or a firm of attorneys of nationally recognized standing in matters pertaining to the tax-exempt status of interest on obligations issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any State of the United States of America. "Bond Principal and Interest Fund" means the Series 2015A Account by that name within the Sinking Fund established in Section 6.4 of the Master Resolution. "Bond Year" as defined in Regulation 1.148-1(b), means a one-year period beginning on the day after expiration of the preceding Bond Year. The first Bond Year shall be the one-year or shorter period beginning on the Closing Date and ending on a principal or interest payment date, unless the Issuer selects another date. "Bond Yield" means that discount rate which produces an amount equal to the Issue Price of the Series 2015A Bonds when used in computing the present value of all payments of principal and interest to be paid on the Series 2015A Bonds, using semiannual compounding on a 360-day year as computed under Regulation 1.148-4. "Certificate" means this Tax Exemption Certificate. "Closing" means the delivery of the Series 2015A Bonds in exchange for the agreed upon purchase price. "Closing Date" means the date of Closing. "Code" means the Internal Revenue Code of 1986, as amended, and any statutes which replace or supplement the Internal Revenue Code of 1986. "Computation Date" means each five-year period from the Closing Date through the last day of the fifth and each succeeding fifth Bond Year. "Excess Earnings" means the amount earned on all Nonpurpose Investments minus the amount which would have been earned if such Nonpurpose Investments were invested at a rate equal to the Bond Yield, plus any income attributable to such excess. 2 "Final Bond Retirement Date" means the date on which the Series 2015A Bonds are actually paid in full. "Governmental Obligations" means direct general obligations of, or obligations the timely payment of the principal of and interest on which is unconditionally guaranteed by the United States. "Gross Proceeds" as defined in Regulation 1.148-1(b), means any Proceeds of the Series 2015A Bonds and any replacement proceeds (as defined in Regulation 1.148-1(c)) of the Series 2015A Bonds. "Gross Proceeds Funds" means the Project Fund and any other fund or account held for the benefit of the owners of the Bond or containing Gross Proceeds of the Bond except the Bond Principal and Interest Fund and the Rebate Fund. "Issue Price" as defined in Regulation 1.148-1(b), means the initial offering price of the Bond to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the Bond were sold to the public. The Purchaser has certified the Issue Price of the Bond to be not more than $20,637,010.75. "Issuer" means the City of Dubuque, Iowa. "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 Bond 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 Bond (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. "Minor Portion of the Bond", as defined in Regulation 1.148-2(g), means the lesser of five (5) percent of Proceeds or $100,000. The Minor Portion of the Bond is computed to be $100,000. "Nonpurpose Investments" means any investment property which is acquired with Gross Proceeds and is not acquired to carry out the governmental purpose of the Bond, and may include but is not limited to U.S. Treasury Bond, corporate Bond, or certificates of deposit. 3 "Proceeds" as defined in Regulation 1.148-1(b), means Sale Proceeds, investment proceeds and transferred proceeds of the Bond. "Projects" means the Series 2015A Projects, as more fully described in the Series 2015A Resolution. "Project Fund" means the Project Construction Fund by that name established in Section 5.1 of the Master Resolution. "Purchaser" means Robert W. Baird & Co., Inc., as the purchaser of the Series 2015A Bonds from the Issuer at the time of their original issuance. "Rebate Amount" means the amount computed as described in this Certificate. "Rebate Fund" means the fund to be created, if necessary, pursuant to this Certificate. "Rebate Payment Date" means a date chosen by the Issuer which is not more than 60 days following each Computation Date or the Final Bond Retirement Date. "Regulations" means the Income Tax Regulations, amendments and successor provisions promulgated by the Department of the Treasury under Sections 103, 148 and 149 of the Code, or other Sections of the Code relating to "arbitrage Bond", including without limitation Regulations 1.148-1 through 1.148-11, 1.149(b)-1, 1.149-d(1), 1.150-1 and 1.150-2. "Replacement Proceeds" include, but are not limited to, sinking funds, amounts that are pledged as security for an issue, and amounts that are replaced because of a sufficiently direct nexus to a governmental purpose of an issue. "Sale Proceeds" as defined in Regulation 1.148-1(b), means any amounts actually or constructively received from the sale of the Bond, including amounts used to pay underwriter's discount or compensation and accrued interest other than pre-issuance accrued interest. "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 the Series 2015A Resolution. 4 "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 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. "Sinking Fund" means the Bond Principal and Interest Account. "SLGS" means demand deposit Treasury securities of the State and Local Government Series. "Tax Exempt Obligations" means bonds or other obligations the interest on which is excludable from the gross income of the owners thereof under Section 103 of the Code and including certain regulated investment companies, stock in tax-exempt mutual funds and demand deposit SLGS. "Taxable Obligations" means all investment property, obligations or securities other than Tax Exempt Obligations. "Verification Certificate" means the certificate attached to this Certificate as Exhibit A, setting forth the offering prices at which the Purchaser will reoffer and sell the Series 2015A Bonds to the public. ARTICLE II 5 SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS The Issuer hereby certifies, represents and agrees as follows: Section 2.1 Authority to Certify and Expectations (a) The undersigned officer of the Issuer, along with other officers of the Issuer, are charged with the responsibility of issuing the Series 2015A Bonds. (b) This Certificate is being executed and delivered in part for the purposes specified in Section 1.148-2(b)(2) of the Regulations and is intended (among other purposes) to establish reasonable expectations of the Issuer at this time. (c) The Issuer has not been notified of any disqualification or proposed disqualification of it by the Commissioner of the Internal Revenue Service as a bond issuer which may certify bond issues under Section 1.148-2(b)(2) of the Regulations. (d) The certifications, representations and agreements set forth in this Article II are made on the basis of the facts, estimates and circumstances in existence on the date hereof, including the following: (1) with respect to amounts expected to be received from delivery of the Series 2015A Bonds, amounts actually received, (2) with respect to payments of amounts into various funds or accounts, review of the authorizations or directions for such payments made by the Issuer pursuant to the Resolution and this Certificate, (3) with respect to the Issue Price, the certifications of the Purchaser as set forth in the Verification Certificate, (4) with respect to expenditure of the Proceeds of the Series 2015A Bonds, actual expenditures and reasonable expectations of the Issuer as to when the Proceeds will be spent for purposes of the Projects, (5) with respect to Bond Yield, review of the Verification Certificate, and (6) with respect to the amount of governmental Bond to be issued during the calendar year, the budgeting and present planning of Issuer. The Issuer has no reason to believe such facts, estimates or circumstances are untrue or incomplete in any material way. (e) To the best of the knowledge and belief of the undersigned officer of the Issuer, there are no facts, estimates or circumstances that would materially change the representations, certifications or agreements set forth in this Certificate, and the expectations herein set out are reasonable. 6 (f) No arrangement exists under which the payment of principal or interest on the Series 2015A Bonds would be directly or indirectly guaranteed by the United States or any agency or instrumentality thereof. (g) After the expiration of any applicable temporary periods, and excluding investments in a bona fide debt service fund, not more than five percent(5%) of the Proceeds of the Series 2015A Bonds will be (a) used to make loans which are guaranteed by the United States or any agency or instrumentality thereof, or (b) invested in federally insured deposits or accounts. (h) The Issuer will file with the Internal Revenue Service in a timely fashion Form 8038-G, Information Return for Tax-Exempt Governmental Obligations with respect to the Series 2015A Bonds and such other reports required to comply with the Code and applicable Regulations. (i) The Issuer will take no action which would cause the Series 2015A Bonds to become "private activity bonds" as defined in Section 141(a) of the Code, including any use of the Projects by any person other than a governmental unit if such use will be by other than a member of the general public. None of the Proceeds of the Series 2015A Bonds will be used directly or indirectly to make or finance loans to any person other than a governmental unit. 0) The Issuer will make no change in the nature or purpose of the facilities financed with the Proceeds of the Series 2015A Bonds except as provided in Section 6.1 hereof. (k) Except as provided in Section 6.1 hereof, the Issuer will not establish any sinking fund, debt service fund or other fund reasonably expected to be used to pay debt service on the Series 2015A Bonds (other than the Bond Principal and Interest Account), exercise its option to redeem Bond prior to maturity or effect a refunding of the Series 2015A Bonds. (1) No other bonds or other obligations of the Issuer (1) were sold in the 15 days preceding the date of sale of the Series 2015A Bonds, (2) were sold or will be sold within the 15 days after the date of sale of the Series 2015A Bonds, (3) have been delivered in the past 15 days or (4) will be delivered in the next 15 days pursuant to a common plan of financing for the issuance of the Series 2015A Bonds and payable out of substantially the same source of revenues. 7 (m) None of the Proceeds of the Series 2015A Bonds will be used directly or indirectly to replace funds of the Issuer used directly or indirectly to acquire obligations having a yield higher than the Bond Yield. (n) No portion of the Series 2015A Bond is issued for the purpose of investing such portion at a higher yield than the Bond Yield. (o) The Issuer does not expect that the Proceeds of the Series 2015A Bonds will be used in a manner that would cause them to be "arbitrage Bond" as defined in Section 148(a) of the Code. The Issuer does not expect that the Proceeds of the Series 2015A Bonds will be used in a manner that would cause the interest on the Series 2015A Bonds to be includible in the gross income of the owners of the Series 2015A Bonds under the Code. The Issuer will not intentionally use any portion of the Proceeds to acquire higher yielding investments. (p) The Issuer will not use the Proceeds of the Series 2015A Bonds to exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage. (q) The Issuer has not issued more Series 2015A Bonds, issued the Series 2015A Bonds earlier, or allowed the Series 2015A Bonds to remain outstanding longer than is reasonably necessary to accomplish the governmental purposes of the Series 2015A Bonds. The Issuer reasonably expects that the Series 2015A Bonds will not remain outstanding longer than 120% of the economic useful life of the assets financed with the Proceeds of the Series 2015A Bonds. (r) The Series 2015A Bonds will not be Hedge Bond as described in Section 149(g)(3) of the Code because the Issuer reasonably expects that it will meet the Expenditure Test set forth in Section 2.5(b) hereof and that 50% or more of the Proceeds will not be invested in Nonpurpose Investments having a substantially guaranteed yield for four or more years. Section 2.2 Receipts and Expenditures of Sale Proceeds The Sale Proceeds of the Series 2015A Bonds are expected to be deposited and expended as follows: (i) The aggregate amount of$110,950 shall be deposited into the Series 2015A Costs of Issuance Account and applied to the costs of issuance for the Series 2015A Bonds. 8 (ii) 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. (iii) The amount of$2,080,000 shall be deposited into the Debt Service Reserve Account. (iv) The balance of proceeds of the Series 2015A Bonds shall be deposited into the Series 2015A Project Account of the Project Fund and applied thereafter to pay Project Costs of the Series 2015A Projects. Section 2.3 Purpose of Bonds (a) The Issuer is issuing the Series 2015A Bonds to pay the 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 Series 2015A Bonds, and the related costs for property 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. Section 2.4 Facts Supporting Tax-Exemption Classification Governmental Bond Private Business Use/Private Security or Payment Tests The Series 2015A Bonds are considered to be governmental Bonds, not subject to the provisions of the alternate minimum tax. The Proceeds will be used for the purposes described in Section 2.3 hereof. The Series 2015A Bonds are not private activity Bonds because no amount of Proceeds of the Series 2015A Bonds is to be used in a trade or business carried on by a non-governmental unit. Rather, the Proceeds will be used to finance the general government operations and facilities of the Issuer described in Section 2.3 hereof. None of the payment of principal or interest on the Series 2015A Bonds will be derived from, or secured by, money or property used in a trade or business of a non-governmental unit. In addition, none of the governmental operations or facilities of the Issuer being 9 financed with the Proceeds of the Series 2015A Bonds are subject to any lease, management contract or other similar arrangement or to any arrangement for use other than as by the general public. Private Loan Financing Test No amount of Proceeds of the Series 2015A Bonds is to be used directly or indirectly to make or finance loans to persons other than governmental units. Section 2.5 Facts Supporting Temporary Periods for Proceeds (a) Time Test. Not later than six months after the Closing Date, the Issuer will incur a substantial binding obligation to a third party to expend at least 5% of the net Sale Proceeds of the Series 2015A Bonds. (b) Expenditure Test. Not less than 85% of the net Sale Proceeds will be expended for Project costs, including the reimbursement of other funds expended to date, within a three-year temporary period from the Closing Date. (c) Due Diligence Test. Not later than six months after Closing, work on the Project will have commenced and will proceed with due diligence to completion. (d) Proceeds of the Series 2015A Bonds, if any, representing less than six months accrued interest on the Series 2015A Bonds will be spent within six months of this date to pay interest on the Series 2015A Bonds, and will be invested without restriction as to yield for the temporary period not in excess of six months. Section 2.6 Master Resolution Funds at Restricted or Unrestricted Yield (a) The following funds and accounts are created and established under the Master Resolution: (i) Flood Project Fund; (ii) Bond Principal and Interest Account; (iii) Debt Service Reserve Account; (iv) Rebate Fund; (v) Second Lien Bond Account(while Second Lien Bond are Outstanding); (vi) Additional Projects Account; and 10 (vii) Project Construction Fund, and within such fund a separate account for the Bond. (b) Proceeds of the Series 2015A Bonds will be held and accounted for in the above-referenced funds in the manner provided in the Master Resolution. The Issuer has not and does not expect to create or establish any other bond fund, reserve fund, or similar fund or account for the Series 2015A Bonds. The Issuer has not and will not pledge any moneys or Taxable Obligations in order to pay debt service on the Series 2015A Bonds or restrict the use of such moneys or Taxable Obligations so as to give reasonable assurances of their availability for such purposes. (c) Any monies which are invested beyond a temporary period are expected to constitute less than a major portion of the Series 2015A Bonds or to be restricted for investment at a yield not greater than one-eighth of one percent above the Bond Yield. (d) The Minor Portion of the Series 2015A Bonds will be invested without regard to yield. (e) Bond Principal and Interest Account. The Issuer has established and will use the Bond Principal and Interest Account primarily to achieve a proper matching of revenues and debt service within each Bond Year and the Issuer will apply moneys deposited into the Bond Principal and Interest Account to pay the principal of and interest on the Series 2015A Bonds. Such Account will be depleted at least once each Bond Year except for a reasonable carryover amount. The carryover amount will not exceed the greater of(1) one year's earnings on the Bond Principal and Interest Account or (2) one- twelfth of Annual Debt Service. The Issuer will spend moneys deposited from time to time into such fund within 13 months after the date of deposit. Revenues, intended to be used to pay debt service on the Series 2015A Bonds, will be deposited into the Bond Principal and Interest Account as set forth in the Resolution. The Issuer will spend interest earned on moneys in such fund not more than 12 months after receipt. Accordingly, the Issuer will treat the Bond Principal and Interest Account as a bona fide debt service fund as defined in Regulation 1.148-1(b). Investment of amounts on deposit in the Bond Principal and Interest Account will not be subject to arbitrage rebate requirements as the Series 2015A Bonds meet the safe harbor set forth in Regulation 1.148-3(k), because the Issuer anticipates earnings on the Bond Principal and Interest Account will not exceed $100,000 per year. (f) Project Fund. Amounts deposited in the Series 2015A Project Account of the Project Fund may be invested at a yield in excess of the Bond Yield for a temporary 11 period of three years from the date of Closing. Any amounts not expended within three years of the Closing shall be invested at a yield no higher than the Bond Yield or invested in Tax Exempt Obligations, unless such amounts qualify for investment as part of the Minor Portion. (g) Reserve Fund. A Reserve Fund is established under the Master Resolution and will secure the Series 2015A Bonds, however, the Issuer does not expect that principal of or interest on the Series 2015A Bonds will be paid from the Reserve Fund. Monies in the Reserve Fund will not be accumulated except to a reasonable extent. Within one year of receipt, earnings upon the investment of the Reserve Fund monies will be commingled with other revenues from the operations of the Issuer which are substantial in amount for accounting and expenditure. (h) The amounts on deposit in the Reserve Fund will at all times be equal to or less than the Allowable Reserve Fund Amount. However, if the amount in the Reserve Fund exceeds the Allowable Reserve Fund Amount, such excess must be invested at a yield no higher than the Bond Yield or will be invested in Tax Exempt Obligations. (i) For purposes of Subsections (g) and (h), the following terms shall have the meanings set forth below: (i) "Allowable Reserve Fund Amount" as described in Regulation 1.148- 2(f)(2) means an amount equal to the lesser of(10) percent of the stated principal amount of the Series 2015A Bonds, the maximum annual principal and interest coming due on the Series 2015A Bonds, or 125% of the average annual principal and interest coming due on the Series 2015A Bonds. The Allowable Reserve Fund Amount is computed to be $2,080,000. (ii) "Reserve Fund" means that portion of the Debt Service Reserve Account as described in the Master Resolution that is established for the Series 2015A Bonds. 0) Additional Projects Account. None of the Proceeds of the Series 2015A Bonds have been or will be deposited in the Additional Projects Account. Amounts deposited in the Additional Projects Account from time to time may be withdrawn at any time by the Issuer and are not expected to be available for payment of the Series 2015A Bonds. As such, the amounts in the Additional Projects Account will be invested by the Issuer without regard to yield restriction or rebate requirements. 12 (k) Rebate Fund. The Issuer will invest amounts in the Rebate Fund pursuant to Section 3.6. Section 2.7 Pertaining to Yields (a) The purchase price of all Taxable Obligations to which restrictions apply under this Certificate as to investment yield or rebate of Excess Earnings, if any, has been and shall be calculated using (i) the price taking into account discount, premium and accrued interest, as applicable, actually paid or (ii) the fair market value if less than the price actually paid and if such Taxable Obligations were not purchased directly from the United States Treasury. The Issuer will acquire all such Taxable Obligations directly from the United States Treasury or in an arm's length transaction without regard to any amounts paid to reduce the yield on such Taxable Obligations. The Issuer will not pay or permit the payment of any amounts (other than to the United States) to reduce the yield on any Taxable Obligations. Obligations pledged to the payment of debt service on the Series 2015A Bonds will be treated as though they were acquired for their fair market value on the date of such pledge or deposit. (b) No qualified guarantee has been considered or used in computing yield. (c) The Bond Yield has been computed as not less than 3.732 percent. This Bond Yield has been computed on a combined basis by reference to the purchase price for the Series 2015A Bonds. ARTICLE III REBATE Section 3.1 Records Sale Proceeds of the Series 2015A Bonds will be held and accounted for in the manner provided in the Master Resolution. The Issuer will maintain adequate records for funds created by the Master Resolution and this Certificate including all deposits, withdrawals, transfers from, transfers to, investments, reinvestments, sales, purchases, redemptions, liquidations and use of money or obligations until six years after the Final Bond Retirement Date. Section 3.2 Rebate Fund (a) In the Master Resolution, the Issuer has covenanted to pay to the United States 13 the Rebate Amount, an amount equal to the Excess Earnings on the Gross Proceeds Funds, if any, at the times and in the manner required or permitted and subject to stated special rules and allowable exceptions or exemptions. (b) The Issuer has established a fund pursuant to the Master Resolution which is herein referred to as the Rebate Fund. The Issuer will invest and expend amounts on deposit in the Rebate Fund in accordance with this Certificate. (c) Moneys in the Rebate Fund shall be held by the Issuer or its designee and, subject to Sections 3.4, 3.5 and 6.1 hereof, shall be held for future payment to the United States as contemplated under the provisions of this Certificate and shall not constitute part of the trust estate held for the benefit of the owners of the Series 2015A Bonds or the Issuer. (d) The Issuer will pay to the United States from legally available money of the Issuer (whether or not such available money is on deposit in any fund or account related to the Series 2015A Bonds) any amount which is required to be paid to the United States. Section 3.3 Exceptions to Rebate The Issuer reasonably expects that the Series 2015A Bonds are eligible for one or more exemptions from the arbitrage rebate rules set forth in the Treasury Regulations. If the Series 2015A Bonds are ineligible, or become ineligible, for an exemption to the arbitrage rebate rules, the Issuer will comply with the provisions of Article III hereof. A description of the applicable rebate exemptions for the Series 2015A Bonds is as follows: • Election to Treat as Construction Bonds The Series 2015A Bonds qualify as a "construction issue" as defined in Section 148(f)(4)(C)(vi) of the Code. The Issuer reasonably expects that more than 75 percent of the "available construction proceeds" ("ACP") of the Bond, as defined in Section 148(f)(4)(C)(vi) of the Code, will be used for construction expenditures. ACP includes the issue price of the issue plus the earnings on such issue. Not less than the following percentages of the ACP will be spent within the following periods: 1) 10 percent spent within six months of the Closing Date; 2) 45 percent spent within one year of the Closing Date; 3) 75 percent spent within eighteen months of the Closing Date; 14 4) 100 percent spent within two years of the Closing Date (subject to 5 percent retainage for not more than one year). In any event, the Issuer expects that the 5% reasonable retainage will be spent within a three-year period beginning on the Closing Date. A failure to spend an amount that does not exceed the lesser of(i) 3% of the issue price or (ii) $250,000, is disregarded if the Issuer exercises due diligence to complete the Project. • Election with respect to future earnings Pursuant to Section 1.148-7(h)(i)(3) of the Regulations, the Issuer shall calculate the amount of future earnings to be used in determining compliance with the first three spending periods based on its reasonable expectations that the average annual interest rate on investments of the ACP will be not more than 1.0%. Compliance with the final spending period shall be calculated using actual earnings. If the Issuer fails to meet the foregoing expenditure schedule, the Issuer shall comply with the arbitrage rebate requirements of the Code. Section 3.4 Calculation of Rebate Amount (a) As soon after each Computation Date as practicable, the Issuer shall, if necessary, calculate and determine the Excess Earnings on the Gross Proceeds Funds (the "Rebate Amount"). All calculations and determinations with respect to the Rebate Amount will be made on the basis of actual facts as of the Computation Date and reasonable expectations as to future events. (b) If the Rebate Amount exceeds the amount currently on deposit in the Rebate Fund, the Issuer may deposit an amount in the Rebate Fund such that the balance in the Rebate Fund after such deposit equals the Rebate Amount. If the amount in the Rebate Fund exceeds the Rebate Amount, the Issuer may withdraw such excess amount provided that such withdrawal can be made from amounts originally transferred to the Rebate Fund and not from earnings thereon, which may not be transferred, and only if such withdrawal may be made without liquidating investments at a loss. Section 3.5 Rebate Requirements and the Bond Principal and Interest Account It is expected that the Bond Principal and Interest Account described in the Master Resolution and Section 2.6(e) of this Certificate will be treated as a bona fide debt service fund as defined in Regulation 1.148-1(b). As such, any amount earned during a Bond 15 Year on the Bond Principal and Interest Account and amounts earned on such amounts, if allocated to the Bond Principal and Interest Account, will not be taken into account in calculating the Rebate Amount if the annual gross earnings on the Bond Principal and Interest Account for such Bond Year are less than $100,000 or if average annual debt service will not exceed $2,500,000. However, should annual gross earnings exceed $100,000 or should the Bond Principal and Interest Account cease to be treated as a bona fide debt service fund, the Bond Principal and Interest Account will become subject to the rebate requirements set forth in Section 3.4 hereof. Section 3.6 Investment of the Rebate Fund (a) Immediately upon a transfer to the Rebate Fund, the Issuer may invest all amounts in the Rebate Fund not already invested and held in the Rebate Fund, to the extent possible, in (1) SLGS, such investments to be made at a yield of not more than one-eighth of one percent above the Bond Yield, (2) Tax Exempt Obligations, (3) direct obligations of the United States or (4) certificates of deposit of any bank or savings and loan association. All investments in the Rebate Fund shall be made to mature not later than the next Rebate Payment Date. (b) If the Issuer invests in SLGS, the Issuer shall file timely subscription forms for such securities (if required). To the extent possible, amounts received from maturing SLGS shall be reinvested immediately in zero yield SLGS maturing on or before the next Rebate Payment Date. Section 3.7 Payment to the United States (a) On each Rebate Payment Date, the Issuer will pay to the United States at least ninety percent(90%) of the Rebate Amount less a computation credit of$1,000 per Bond Year for which the payment is made. (b) The Issuer will pay to the United States not later than sixty (60) days after the Final Bond Retirement Date all the rebatable arbitrage as of such date and any income attributable to such rebatable arbitrage as described in Regulation 1.148-3(f)(2). (c) If necessary, on each Rebate Payment Date, the Issuer will mail a check to the Internal Revenue Service Center, Ogden, UT 84201. Each payment shall be accompanied by a copy of Form 8038-T, Arbitrage Rebate, filed with respect to the Series 2015A Bonds or other information reporting form as is required to comply with the Code and applicable Regulations. 16 Section 3.8 Records (a) The Issuer will keep and retain adequate records with respect to the Series 2015A Bonds, the Gross Proceeds Funds, the Bond Principal and Interest Account, and the Rebate Fund until six years after the Final Bond Retirement Date. Such records shall include descriptions of all calculations of amounts transferred to the Rebate Fund, if any, and descriptions of all calculations of amounts paid to the United States as required by this Certificate. Such records will also show all amounts earned on moneys invested in such funds, and the actual dates and amounts of all principal, interest and redemption premiums (if any) paid on the Series 2015A Bonds. (b) Records relating to the investments in such Funds shall completely describe all transfers, deposits, disbursements and earnings including: (i) a complete list of all investments and reinvestments of amounts in each such Fund including, if applicable, purchase price, purchase date, type of security, accrued interest paid, interest rate, dated date, principal amount, date of maturity, interest payment dates, date of liquidation, receipt upon liquidation, market value of such investment on the Final Bond Retirement Date if held by the Issuer on the Final Bond Retirement Date, and market value of the investment on the date pledged to the payment of the Series 2015A Bonds, or the Closing Date if different from the purchase date. (ii) the amount and source of each payment to, and the amount, purpose and payee of each payment from, each such Fund. Section 3.9 Additional Payments The Issuer hereby agrees to pay to the United States from legally available money of the Issuer (whether or not such available money is on deposit in any fund or account related to the Series 2015A Bonds) any amount which is required to be paid to the United States, but which is not available in a fund related to the Series 2015A Bonds for transfer to the Rebate Fund or payment to the United States. ARTICLE IV INVESTMENT RESTRICTIONS Section 4.1 Avoidance of Prohibited Payments 17 The Issuer will not enter into any transaction that reduces the amount required to be deposited into the Rebate Fund or paid to the United States because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Bond Yield not been relevant to either party. The Issuer will not invest or direct the investment of any funds in a manner which reduces an amount required to be paid to the United States because such transaction results in a small profit or larger loss than would have resulted if the transaction had been at arm's length and had the Bond Yield not been relevant to the Issuer. In particular, notwithstanding anything to the contrary contained herein or in the Master Resolution, the Issuer will not invest or direct the investment of any funds in a manner which would violate any provision of this Article IV. 18 Section 4.2 Market Price Requirement (a) The Issuer will not purchase or direct the purchase of Taxable Obligations for more than the then available market price for such Taxable Obligations. The Issuer will not sell, liquidate or direct the sale or liquidation of Taxable Obligations for less than the then available market price. (b) For purposes of this Certificate, United States Treasury obligations purchased directly from the United States Treasury will be deemed to be purchased at the market price. Section 4.3 Investment in Certificates of Deposit (a) Notwithstanding anything to the contrary contained herein or in the Master Resolution or the Series 2015A Resolution, the Issuer will invest or direct the investment of funds on deposit in the Gross Proceeds Fund, the Bond Principal and Interest Account, the Reserve Fund, and the Rebate Fund, in a certificate of deposit of a bank or savings bank which is permitted by law and by the Master Resolution only if(1) the price at which such certificate of deposit is purchased or sold is the bona fide bid price quoted by a dealer who maintains an active secondary market in certificates of deposit of the same type or (2) if there is no active secondary market in such certificates of deposit, the certificate of deposit must have a yield (A) as high or higher than the yield on comparable obligations traded on an active secondary market, as certified by a dealer who maintains such a market, and (B) as high or higher than the yield available on comparable obligations of the United States Treasury. (b) The certificate of deposit described in part 2(A) of paragraph 4.3(a) above must be executed by a dealer who maintains an active secondary market in comparable certificates of deposit and must be based on actual trades adjusted to reflect the size and term of that certificate of deposit and the stability and reputation of the bank or savings bank issuing the certificate of deposit. Section 4.4 Investment Pursuant to Investment Contracts and Agreements The purchase price of any Investment Property acquired pursuant to an investment contract(within the meaning of Section 1.148-1(b) of the Regulations) shall be determined as provided in this Section 4.4. No investment contract shall be acquired with Gross Proceeds unless the requirements of this Section 4.4 are satisfied. With respect to any investment contract, the Issuer will obtain from any provider of the investment 19 contract, broker thereof or other party, such information, certification or representation as will enable the Issuer to determine that the requirements of this Section 4.4 are satisfied. (i) General Rule. The purchase price of an investment contract will be considered to be fair market value, and the requirements of this Section 4.4 shall be satisfied, if: (1) the Issuer has made (or had made on its behalf) a bona fide solicitation for the investment contract. The solicitation must have specified the material terms of the investment contract, including the collateral security requirements for the investment contract, if any, and, unless the moneys invested pursuant to such investment contract will be held in a float fund (i.e., the Flood Project Fund) or reasonably required reserve or replacement fund, the Issuer's reasonably expected drawdown schedule for the moneys to be invested; (2) at least three bids meeting the qualification requirements of the bid solicitation (as set forth in (1) above) have been received from different reasonably competitive providers of investment contracts that have no material financial interest in the Series 2015A Bonds; (3) the investment contract has a yield at least equal to the highest yielding of the qualifying bids received from the bidders that have no material financial interest in the Series 2015A Bonds (determined net of any broker's fees); (4) the yield on the investment contract takes into account as a significant factor the reasonably expected drawdown schedule for the fund(s) to be invested therein, unless such moneys will be held in a float fund (i.e., the Flood Project Fund) or reasonably required reserve or replacement fund; (5) the terms of the investment contract and the collateral security requirements, if any, are reasonable, based on all the facts and circumstances; (6) the provider of the investment contract certifies as to all administrative costs to be paid on behalf of the Issuer, including any amounts paid as commissions or fees to any broker, finders or other intermediary, whether payable by or on behalf of the obligor or obligee, in connection with the investment contract; and (7) the yield on the investment contract(determined net of any broker's fees) is no less than the yield available from the provider thereof at the time such investment contract was entered into on reasonably comparable investment contracts offered to other 20 persons, if any, from a source of funds other than gross Proceeds of an issue of tax- exempt obligations. (ii) Brokers Compensation. For purposes of computing the yield on any investment contract acquired through a broker, any compensation received by such broker, whether payable by or on behalf of the obligor or obligee of such investment contract may be taken into account in determining the cost of the investment contract(as provided in Section 1.148-5(e)(2) (iii) of the Regulations) to the extent that such compensation does not exceed the lesser of a reasonable amount(within the meaning of Section 1.148-5(e)(2)(i) of the Regulations) or .05% of the weighted average amount reasonably expected to be invested each year during the term of the contract. For this purpose, present value is computed using the taxable discount rate used by the parties to compute such commission or, if such taxable discount rate is not reasonably ascertainable, a reasonable taxable discount rate. Section 4.5 Records The Issuer will maintain records of all purchases, sales, liquidations, investments, reinvestments, redemptions, disbursements, deposits, and transfers of amounts on deposit. Section 4.6 Investments to be Legal All investments required to be made pursuant to this Certificate shall be made to the extent permitted by law. In the event that any such investment is determined to be ultra vires, it shall be liquidated and the proceeds thereof shall be invested in a legal investment, provided that prior to reinvesting such proceeds, the Issuer shall obtain an opinion of Bond Counsel to the effect that such reinvestment will not cause the Series 2015A Bonds to become arbitrage Bond under Sections 103, 148, 149, or any other applicable provision of the Code. ARTICLE V GENERAL COVENANTS The Issuer hereby covenants to perform all acts within its power necessary to ensure that the reasonable expectations set forth in Article II hereof will be realized. The Issuer reasonably expects to comply with all covenants contained in this Certificate. 21 ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS Section 6.1 Opinion of Bond Counsel; Amendments The various provisions of this Certificate need not be observed and this Certificate may be amended or supplemented at any time by the Issuer if the Issuer receives an opinion or opinions of Bond Counsel that the failure to comply with such provisions will not cause any of the Series 2015A Bonds to become "arbitrage Bond" under the Code and that the terms of such amendment or supplement will not cause any of the Series 2015A Bonds to become "arbitrage Bond" under the Code, or otherwise cause interest on any of the Series 2015A Bonds to become includable in gross income for federal income tax purposes. Section 6.2 Additional Covenants, Agreements The Issuer hereby covenants to make, execute and enter into (and to take such actions, if any, as may be necessary to enable it to do so) such agreements as may be necessary to comply with any changes in law or regulations in order to preserve the tax- exempt status of the Series 2015A Bonds to the extent that it may lawfully do so. The Issuer further covenants (1) to impose such limitations on the investment or use of moneys or investments related to the Series 2015A Bonds, (2) to make such payments to the United States Treasury, (3) to maintain such records, (4) to perform such calculations, and (5) to perform such other lawful acts as may be necessary to preserve the tax-exempt status of the Series 2015A Bonds. Section 6.3 Amendments Except as otherwise provided in Section 6.1 hereof, all the rights, powers, duties and obligations of the Issuer shall be irrevocable and binding upon the Issuer and shall not be subject to amendment or modification by the Issuer. 22 IN WITNESS WHEREOF, the Issuer has caused this Certificate to be executed by its duly authorized officer, all as of the day first above written. Signature and Seal Finance Director (SEAL) 23 EXHIBIT A VERIFICATION CERTIFICATE OF THE PURCHASER I, the undersigned, do hereby certify that I am the , of Robert W. Baird & Co., Inc. of Milwaukee, Wisconsin (the "Purchaser"), and hereby certifies as follows: 1. That the Purchaser and the City of Dubuque, Iowa(the "Issuer"), have entered into a Bond Purchase Agreement(the "Contract") dated May 18, 2015 (the "Sale Date"), concerning purchase by the Purchaser from Issuer of$20,800,000 Sales Tax Increment Revenue Bond (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A, dated June 15, 2015 (the "Series 2015A Bonds"). 2. That the Contract is in full force and effect and has not been repealed, rescinded or amended. 3. That the Purchaser hereby confirms that all of the Series 2015A Bonds have been the subject of a bona fide initial offering to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers) (the "Public") at the price for each maturity of the Series 2015A Bonds as shown on the Final Official Statement related to the issuance of the Series 2015A Bonds, and any addenda thereto (the "Price"); and that in offering the Series 2015A Bonds to the Public, the Purchaser did not reserve or hold back any Series 2015A Bonds for itself, its affiliates or its affiliated accounts or for any other person not part of the Public. For purposes of this Certificate, "affiliate" means any company that controls, is controlled by, or is under common control with the Purchaser, and "affiliated account" means any account of the Purchaser or its affiliates that is controlled by the Purchaser or an affiliate or in which the Purchaser or an affiliate has a beneficial ownership. 4. That on the Sale Date based upon the Purchaser's assessment of then prevailing market conditions, the Price for the Series 2015A Bonds of each maturity did not exceed the fair market value to the Public of the Series 2015A Bonds of such maturity as of the Sale Date. 5. That as of the Sale Date the Purchaser reasonably expected that(a) the first sale to the Public of an amount of Series 2015A Bonds of each maturity equal to ten percent or more of such maturity of Series 2015A Bonds (the "First Substantial Block") 1 would be at the Price for such maturity and (b) no Series 2015A Bonds of any maturity would be sold at a higher price before the First Substantial Block of Series 2015A Bonds of such maturity was sold to the Public at the Price, and that, in addition, accrued interest to the date of issuance of the Series 2015A Bonds by the Issuer will be paid by the investors purchasing the Series 2015A Bonds. 6. That the Purchaser agrees that based upon the Price reflected herein the arbitrage yield on the Series 2015A Bonds is 3.732081%, and that the weighted average maturity of the Series 2015A Bonds based on the Price reflected herein is 12.195 years. 7. That the undersigned is a duly authorized representative of the Purchaser, with the power to make the representations herein. IN WITNESS HERETO, I affix my signature this day of 12015. ROBERT W. BAIRD & CO., INC. (PURCHASER) By: Title: (Attach copy of coversheet of Final Official Statement) 01112666-1\10422-162 2 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the 'Disclosure Certificate") is executed and delivered by the City of Dubuque, Iowa(the "Issuer"), in connection with the issuance of$20,800,000 Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A (the 'Bonds") dated the date of delivery. The Bonds are being issued pursuant to a Series 2015A Resolution of the Issuer approved on May 18, 2015 (the "Resolution"). The Issuer covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Business Day" shall mean a day other than a Saturday or a Sunday or a day on which banks in Iowa are authorized or required by law to close. "Dissemination Agent" shall mean the Issuer or any Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "Holders" shall mean the registered holders of the Bonds, as recorded in the registration books of the Registrar. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal Securities Rulemaking Board, 1900 Duke Street, Suite 600, Alexandria, VA 22314. "National Repository" shall mean the MSRB's Electronic Municipal Market Access website, a/k/a "EMMA" (emma.msrb.org). "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Iowa. SECTION 3. Provision of Annual Reports. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than two hundred ten (2 10) days after the end of the Issuer's fiscal year (presently June 30th), commencing with the report for the 2013/2014 fiscal year, provide to the National Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report must be submitted in such format as is required by the MSRB (currently in "searchable PDF" format). The Annual Report may be submitted as a single document or as separate documents comprising a package. The Annual Report may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) If the Issuer is unable to provide to the National Repository an Annual Report by the date required in subsection (a), the Issuer shall send a notice to the Municipal Securities Rulemaking Board, if any, in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: 2 (i) each year file the Annual Report with the National Repository; and (ii) (if the Dissemination Agent is other than the Issuer), file a report with the Issuer certifying that the Annual Report has been filed pursuant to this Disclosure Certificate, stating the date it was filed. SECTION 4. Content of Annual Reports. The Issuer's Annual Report shall contain or incorporate by reference the following: (a) The last available audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under State law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with generally accepted accounting principles, noting the discrepancies therefrom and the effect thereof. If the Issuer's audited financial statements for the preceding years are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. b) Information prepared as of the end of the preceding fiscal year, of the type contained in the final Official Statement under the captions "US Census Data", "Unemployment Rates" (City only), "Trend of Valuations", "Tax Rates", "Levies and Tax Collections", "Larger Taxpayers", "Direct Debt", "Other Debt", and "Indirect Date". c) A table, schedule or other information, prepared as of the end of the preceding fiscal year, showing the actual sales tax increment receipts for the fiscal year, and the cumulative sales tax balance remaining after the payment of debt service on the Bonds and other bonds issued under the Resolution. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public 3 entities, which have been filed with the National Repository. The Issuer shall clearly identify each such other document so included by reference. 4 SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not later than 10 Business Days after the day of the occurrence of the event; (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the Series Bonds, or material events affecting the tax-exempt status of the Bonds; (7) Modifications to rights of Holders of the Bonds, if material; (8) Bond calls (excluding sinking fund mandatory redemptions), if material, and tender offers; (9) Defeasances of the Bonds; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes on the Bonds; (12) Bankruptcy, insolvency, receivership or similar event of the Issuer; 5 (13) The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (b) Whenever the Issuer obtains the knowledge of the occurrence of a Listed Event, the Issuer shall determine if the occurrence is subject to notice only if material, and if so shall as soon as possible determine if such event would be material under applicable federal securities laws. (c) If the Issuer determines that knowledge of the occurrence of a Listed Event is not subject to materiality, or determines such occurrence is subject to materiality and would be material under applicable federal securities laws, the Issuer shall promptly, but not later than 10 Business Days after the occurrence of the event, file a notice of such occurrence with the Municipal Securities Rulemaking Board through the filing with the National Repository. SECTION 6. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds or upon the Issuer's receipt of an opinion of nationally recognized bond counsel to the effect that, because of legislative action or final judicial action or administrative actions or proceedings, the failure of the Issuer to comply with the terms hereof will not cause Participating Underwriters to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer. 6 SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Section 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made will present a comparison or other discussion in narrative form (and also, if feasible, in quantitative form) describing or illustrating the material differences between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure 7 Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. Direct, indirect, consequential and punitive damages shall not be recoverable by any person for any default hereunder and are hereby waived to the extent permitted by law. A default under this Disclosure Certificate shall not be deemed an event of default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. 8 Date: day of , 2015. CITY OF DUBUQUE, IOWA By: Mayor ATTEST: By: City Clerk 9 EXHIBIT A NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Dubuque, Iowa. Name of Bond Issue: $20,800,000 Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A Dated Date of Issue: The date of delivery NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Bonds. The Issuer anticipates that the Annual Report will be filed by Dated: day of CITY OF DUBUQUE, IOWA By: Its: 01105995-1\10422-162 REGISTERED STATE OF IOWA REGISTERED CERTIFICATE NO. 1 COUNTY OF DUBUQUE $1,930,000 CITY OF DUBUQUE SALES TAX INCREMENT REVENUE BOND (ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED) SENIOR BOND SERIES 2015A Rate Maturitv Bond Date Cusip No. 3.000% June 1, 2023 June 15, 2015 264037AH5 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 ONE MILLION NINE HUNDRED THIRTY THOUSAND DOLLARS ($1,930,000) 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 1 st 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 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"). REGISTERED STATE OF IOWA REGISTERED CERTIFICATE NO. 2 COUNTY OF DUBUQUE $75,000 CITY OF DUBUQUE SALES TAX INCREMENT REVENUE BOND (ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED) SENIOR BOND SERIES 2015A Rate Maturitv Bond Date Cusip No. 5.000% June 1, 2023 June 15, 2015 264037ASI 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 SEVENTY FIVE THOUSAND DOLLARS ($75,000) 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 1 st 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 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"). REGISTERED STATE OF IOWA REGISTERED CERTIFICATE NO. 3 COUNTY OF DUBUQUE $1,145,000 CITY OF DUBUQUE SALES TAX INCREMENT REVENUE BOND (ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED) SENIOR BOND SERIES 2015A Rate Maturitv Bond Date Cusip No. 3.125% June 1, 2024 June 15, 2015 264037AJI 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 ONE MILLION ONE HUNDRED FORTY FIVE THOUSAND DOLLARS ($1,145,000) 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 1 st 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 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"). REGISTERED STATE OF IOWA REGISTERED CERTIFICATE NO. 4 COUNTY OF DUBUQUE $925,000 CITY OF DUBUQUE SALES TAX INCREMENT REVENUE BOND (ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED) SENIOR BOND SERIES 2015A Rate Maturitv Bond Date Cusip No. 5.000% June 1, 2024 June 15, 2015 264037AT9 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 NINE HUNDRED TWENTY FIVE THOUSAND DOLLARS ($925,000) 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 1 st 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 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"). REGISTERED STATE OF IOWA REGISTERED CERTIFICATE NO. 5 COUNTY OF DUBUQUE $1,975,000 CITY OF DUBUQUE SALES TAX INCREMENT REVENUE BOND (ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED) SENIOR BOND SERIES 2015A Rate Maturitv Bond Date Cusip No. 3.250% June 1, 2025 June 15, 2015 264037AK8 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 ONE MILLION NINE HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($1,975,000) 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 1 st 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 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"). REGISTERED STATE OF IOWA REGISTERED CERTIFICATE NO. 6 COUNTY OF DUBUQUE $175,000 CITY OF DUBUQUE SALES TAX INCREMENT REVENUE BOND (ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED) SENIOR BOND SERIES 2015A Rate Maturitv Bond Date Cusip No. 5.000% June 1, 2025 June 15, 2015 264037AU6 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 ONE HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($175,000) 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 1 st 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 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"). REGISTERED STATE OF IOWA REGISTERED CERTIFICATE NO. 7 COUNTY OF DUBUQUE $2,225,000 CITY OF DUBUQUE SALES TAX INCREMENT REVENUE BOND (ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED) SENIOR BOND SERIES 2015A Rate Maturitv Bond Date Cusip No. 3.250% June 1, 2026 June 15, 2015 264037AL6 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 TWO MILLION TWO HUNDRED TWENTY FIVE THOUSAND DOLLARS ($2,225,000) 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 1 st 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 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"). REGISTERED STATE OF IOWA REGISTERED CERTIFICATE NO. 8 COUNTY OF DUBUQUE $2,295,000 CITY OF DUBUQUE SALES TAX INCREMENT REVENUE BOND (ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED) SENIOR BOND SERIES 2015A Rate Maturitv Bond Date Cusip No. 3.500% June 1, 2027 June 15, 2015 264037AM4 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 TWO MILLION TWO HUNDRED NINETY FIVE THOUSAND DOLLARS ($2,295,000) 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 1 st 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 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"). REGISTERED STATE OF IOWA REGISTERED CERTIFICATE NO. 9 COUNTY OF DUBUQUE $2,375,000 CITY OF DUBUQUE SALES TAX INCREMENT REVENUE BOND (ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED) SENIOR BOND SERIES 2015A Rate Maturitv Bond Date Cusip No. 3.625% June 1, 2028 June 15, 2015 264037AN2 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 TWO MILLION THREE HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($2,375,000) 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 1 st 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 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"). REGISTERED STATE OF IOWA REGISTERED CERTIFICATE NO. 10 COUNTY OF DUBUQUE $1,960,000 CITY OF DUBUQUE SALES TAX INCREMENT REVENUE BOND (ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED) SENIOR BOND SERIES 2015A Rate Maturitv Bond Date Cusip No. 3.750% June 1, 2029 June 15, 2015 264037AP7 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 ONE MILLION NINE HUNDRED SIXTY THOUSAND DOLLARS ($1,960,000) 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 1 st 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 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"). REGISTERED STATE OF IOWA REGISTERED CERTIFICATE NO. 11 COUNTY OF DUBUQUE $500,000 CITY OF DUBUQUE SALES TAX INCREMENT REVENUE BOND (ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED) SENIOR BOND SERIES 2015A Rate Maturitv Bond Date Cusip No. 5.000% June 1, 2029 June 15, 2015 264037AV4 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 FIVE HUNDRED THOUSAND DOLLARS ($500,000) 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 1 st 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 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"). REGISTERED STATE OF IOWA REGISTERED CERTIFICATE NO. 12 COUNTY OF DUBUQUE $2,560,000 CITY OF DUBUQUE SALES TAX INCREMENT REVENUE BOND (ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED) SENIOR BOND SERIES 2015A Rate Maturitv Bond Date Cusip No. 4.000% June 1, 2030 June 15, 2015 264037AQ5 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 TWO MILLION FIVE HUNDRED SIXTY THOUSAND DOLLARS ($2,560,000) 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 1 st 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 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"). REGISTERED STATE OF IOWA REGISTERED CERTIFICATE NO. 13 COUNTY OF DUBUQUE $2,660,000 CITY OF DUBUQUE SALES TAX INCREMENT REVENUE BOND (ANNUAL APPROPRIATION PROPERTY TAX SUPPORTED) SENIOR BOND SERIES 2015A Rate Maturitv Bond Date Cusip No. 4.000% June 1, 2031 June 15, 2015 264037AR3 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 TWO MILLION SIX HUNDRED SIXTY THOUSAND DOLLARS ($2,660,000) 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 1 st 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 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 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 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, Wells 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. 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 (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED ) 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. 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 - ..........Custodian.......... (Cust) (Minor) under Iowa Uniform Transfers to Minors Act................ (State) 01112540 DELIVERY CERTIFICATE We the undersigned, Mayor, City Clerk, and Finance Director, do hereby certify that we are the officers, respectively above indicated, of a municipal corporation in the State of Iowa, known as the City of Dubuque, Iowa(the "Issuer"); that in pursuance of the provisions of Sections 418.14 and 384.83, Code of Iowa, there have been heretofore lawfully authorized and this day by us lawfully executed, issued, caused to be registered and authenticated and delivered fully registered Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A, of the City of Dubuque, Iowa, in the amount of$20,800,000 (the "Series 2015A Bonds"), dated the date of delivery, bearing interest and maturing 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 Each of the Series 2015A Bonds has been executed with the manual signature of the Mayor and the manual signature of the City Clerk of the City. The Series 2015A Bonds have been delivered to: Robert W. Baird & Co., Inc. of Milwaukee, Wisconsin (the "Purchaser") and have been paid for in accordance with the terms of the Bond Purchase Agreement dated May 18, 2015 (the "Purchase Contract") between the Issuer and the Purchaser and at a price of$20,637,010.75. We further certify that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the Issuer, or the titles of the undersigned officers to their respective positions, or the validity of the Series 2015A Bonds, or the pledge of the Pledged Revenues described in the Series 2015A Resolution approved on May 18, 2015 to the payment of the Series 2015A Bonds, and that none of the proceedings or authority for the issuance of the Series 2015A Bonds has been repealed, revoked, rescinded, or modified in any manner. We further certify that each of the officers whose signatures appear on the Series 2015A Bonds were in occupancy and possession of their respective offices at the time the Series 2015A Bonds were executed and do hereby adopt and affirm their signatures appearing in the Series 2015A Bonds. We further certify that(A) the representations and agreements of the Issuer in the Purchase Contract are true and correct in all material respects as of the date hereof; (B) there are not pending or, to our knowledge, threatened legal proceedings that will materially adversely affect the transactions contemplated hereby or by the Series 2015A Resolution, or the validity or enforceability of the Series 2015A 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 issuance of the Series 2015A Bonds, other than those specified in the Purchase Contract that have been waived by the Purchaser. IN WITNESS WHEREOF, we have hereunto affixed our hands at Dubuque, Iowa, this day of 12015. Mayor Finance Director City Clerk (SEAL) 01112755-1\10422-162 TRANSCRIPT CERTIFICATE I, the undersigned, being first duly sworn, do hereby depose and certify that I am the duly appointed, qualified and acting City Clerk of the City of Dubuque, Iowa, and that as such Clerk I have in my possession or have access to the complete corporate records of the City Council and of its officials, and that I have carefully compared the transcript hereto attached with the aforesaid corporate records and that the transcript hereto attached is a true and complete copy of all the corporate records in relation to the authorization, issuance and disposition of$20,800,000 Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A of the City, dated the date of delivery, and that the transcript hereto attached contains a true and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time in relation to the authorization, issuance and disposition of the Series 2015A Bonds, and that the City Council consists of six (6) Council Members and that Roy Buol is Mayor thereof, and that the offices were duly and lawfully filled by the individuals listed in the attached transcript as of the dates and times referred to therein. I further certify that all meetings of the City Council at which action was taken in connection with the Series 2015A Bonds were open to the public at all times in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and was duly given at least twenty-four hours prior to the commencement of the meeting by notification of the communications media having requested such notice and posted on a bulletin board or other prominent place designated for the purpose and easily accessible to the public at the principal office of the Council all pursuant to the provisions and in accordance with the conditions of the local rules of the Council and Chapter 21, Code of Iowa. I further certify that no City officer or employee has any interest in the contract for the sale of the Series 2015A Bonds or any matter incidental thereto, according to my best knowledge and belief. WITNESS my hand and the seal of the City hereto attached this day of 2015, at Dubuque, Iowa. City Clerk, City of Dubuque, Iowa (SEAL) Finally, the below stated officers whose signatures appear hereafter are now the duly qualified and acting officials of the City, possessed of the offices as designated below, to-wit: Mayor Roy Buol (Original Signature) Clerk: Kevin Fimstahl (Original Signature) Finance Director: Ken TeKippe (Original Signature) STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) Subscribed and sworn to before me by Kevin Fimstahl on this day of 12015. Notary Public in and for Dubuque County, Iowa (SEAL) 01112745-1\10422-162 AUTHENTICATION ORDER The undersigned Finance Director of the City of Dubuque, Iowa(the "Issuer"), pursuant to a resolution of the City Council of the City of Dubuque, authorizing the issuance and delivery of the Bonds, acting for and on behalf of the Issuer, hereby deliver to Wells Fargo Bank, N.A. (the "Registrar") $20,800,000 aggregate principal amount of Issuer's Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A, dated the date of delivery in fully registered form, bearing interest, maturing and conforming to the specifications set forth in the Resolution (the "Bonds"). Each Bond has been executed on behalf of the Issuer with the manual signature of the Mayor and the manual signature of the City Clerk. The signatures are hereby ratified, affirmed and adopted. The seal of the Issuer is impressed thereon. The Registrar is hereby requested to authenticate the Bonds and to complete the records with respect to registration as provided in the Bond Resolution and the instructions of the Original Purchaser as to designation of owners of the Bonds. Upon such authentication,the Registrar is authorized to deliver the Bonds on behalf of Issuer to the Original Purchaser, Robert W. Baird & Co., Inc., or their registered assigns, upon receipt of payment therefor in immediately available funds of the agreed purchase price plus accrued interest to the date of delivery as shown on Exhibit A attached hereto and incorporated herein, subject to the receipt at closing of the opinion of bond counsel. The Original Purchaser shall deposit the monies to account of Issuer as designated in Exhibit A. The acknowledgment of receipt of the Bonds by the Original Purchasers, or registered assigns, shall be evidenced by separate signed receipts or certificates. Dated: this day of 12015. Finance Director (SEAL) EXHIBIT A Closing Amounts Deposit of Funds Instructions (See attached closing letter of the Financial Consultant) 01112629-1\10422-162 CITY CLERK'S CERTIFICATION TO COUNTY AUDITOR Pursuant to the provisions of Section 76.2 of the Code of Iowa, I do hereby certify that attached hereto is a true and correct copy of the Resolution authorizing the issuance of$20,800,000 Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A, adopted by the City Council of the City of Dubuque, Iowa, on the date thereof, the original of which is on file in the records of the undersigned. Dated this day of 12015. City Clerk, City of Dubuque, Iowa (CITY SEAL) ----------------------------------------------------------------------------------------------------------- COUNTY AUDITOR'S CERTIFICATE I, , County Auditor of Dubuque County, Iowa, hereby certify that on the day of , 2015 there was filed in my office the Series 2015A Resolution of the City Council of the City of Dubuque, Iowa, adopted on the 18th day of May, 2015, such Resolution authorizing a stand-by levy of taxes in the event of a Shortfall (as described in said Resolution) for the purpose of paying principal and interest on $20,800,000 of Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A, dated the date of delivery, and authorizing the issuance of the Series 2015A Bonds, all duly certified upon the form attached above. (COUNTY SEAL) County Auditor of Dubuque County, Iowa 01112739-1\10422-162 Form 8038-G Information Return for Tax-Exempt Governmental Obligations (Rev.September 2011) ►Under Internal Revenue Code section 149(e) OMB No.1545-0720 ►See separate instructions. Department of the Treasury Caution:It the issue price is under$100,000, use Form 8038-GC. Internal Revenue Service Reporting Authority If Amended Return, check here ► ❑ 1 Issuer's name 2 Issuer's employer Identification number(EIN) 3a Name of person(other than Issuer)with whom the IRS may communicate about this return(see Instructions) 36 Telephone number of other person shown on 3a 4 Number and street(or P.O.box If mall Is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) 3 6 City,town,or post office,state,and ZIP code 7 Date of Issue 8 Name of issue 9 CUSIP number 10a Name and title of officer or other employee of the issuer whom the IRS may call for more Information(see 106 Telephone number of officer or other instructions) employee shown on 10a JjM Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . 12 13 Transportation . . . . . . . . . . . 13 14 Public safety . . . . . . . . . . . . 14 15 Environment(including sewage bonds) . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other. Describe ► 18 19 If obligations are TANS or RANs, check only box 19a . . . . . . . . . . . . . ► ❑ If obligations are BANS, check only box 19b . . . . . . . . . . . . . . . . ► ❑ 20 If obligations are in the form of a lease or installment sale, check box . . . . . . . . ► ❑ Description of Obligations. Complete for the entire issue for which this form is being filed. (a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted (e)Yield price at maturity average maturity 21 $ $ years LM 3 Uses of Proceeds of Bond Issue(including underwriters' discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . 22 23 Issue price of entire issue(enter amount from line 21, column (b)) . . . . . 23 24 Proceeds used for bond issuance costs(including underwriters' discount) . . 24 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30 Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years 33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . . ► 34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions. Cat.No.637735 Form 8038-G(Rev.9-2011) Form 8038-G(Rev.9-2011) Page 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a b Enter the final maturity date of the GIC► c Enter the name of the GIC provider► 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box► ❑and enter the following information: b Enter the date of the master pool obligation► c Enter the EIN of the issuer of the master pool obligation► d Enter the name of the issuer of the master pool obligation► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception), check box . . . . ► ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑ 41a If the issuer has identified a hedge, check here► ❑ and enter the following information: b Name of hedge provider► c Type of hedge► d Term of hedge► 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations(see instructions), check box . . . . . . . . ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here► ❑ and enter the amount of reimbursement . . . . . . . . . ► b Enter the date the official intent was adopted► Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the Issuer's return Information,as necessary to and process this return,to the person that I have authorized above. Consent Signature of issuer's authorized representative Date Type or print name and title Paid Print/Type preparer's name Preparer's signature Date Check El if PUN Preharer self-employed Use Only Firm's name ► Frm'sEIN ► Firm's address ► Phone no. Form 8038-G(Rev.9-2011) PAYING AGENT: BOND REGISTRAR AND TRANSFER AGENT AGREEMENT This Agreement is entered into the date hereof between Wells Fargo Bank, N.A. ("Agent" or "Paying Agent") and the City of Dubuque, Iowa("Issuer"). 1. Definition of Terms. The terms "item", "receipt", "transfer", "turnaround", "process", "business day", and other terms used throughout this Agreement shall be deemed to have the meanings provided in Rules 17Ad-1 and 17Ad-2 of the Regulations promulgated pursuant to the Securities Exchange Act of 1934 and Section 76.10(4) of the Code of Iowa, as amended and in effect from time to time. 2. Bond Resolution Incorporated by Reference. Agent agrees to act on behalf of Issuer pursuant to the terms of this Agreement and pursuant to the Series 2015A Resolution ("Resolution") Authorizing and Providing for the Issuance of$20,800,000 Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A, dated the date of delivery (the "Obligations"). The Resolution and the terms thereof are hereby incorporated by reference and the provisions of this Agreement are to be construed to be consistent with the Resolution. The Resolution defines among other items lost, stolen and mutilated Bonds and manner of notice to parties. In the event of inconsistent language between the Resolution and this Agreement,the terms of the Resolution shall prevail. 3. Registrar Function. Agent shall maintain records of the identity of the owners of the Obligations in order to carry out its function as Registrar and upon request of Issuer shall from time to time deliver to Issuer records, documents and other writings made or accumulated in the performance of its duties as Registrar. In such capacity Agent is authorized at any time to register for original issue certificates representing the Obligations and not exceeding the total principal amount of the Obligations ("certificates") and upon surrender for cancellation of certificates to register new certificates for the principal amount of Obligations represented by the certificates so canceled and to redeliver such new certificates. 4. Transfer Agent Function. For the purpose of the original issue of certificates Agent is hereby directed to record and authenticate certificates signed by or bearing the facsimile signatures of the officers of Issuer authorized to sign certificates, in such names and in such amounts as Issuer may direct. Agent shall make transfers, from time to time upon the records of Issuer of any outstanding certificates and of certificates issued in exchange therefor signed by the officers of Issuer upon surrender thereof for transfer properly endorsed and upon reasonable assurance that such endorsements are genuine and effective in accordance with Section 554.8401, Code of Iowa. Upon request for cancellation of such certificates Agent shall record and authenticate new certificates duly signed and deliver such certificates to or upon the order of the person entitled thereto. Agent shall furnish to each owner, at Issuer's expense, one certificate for each annual maturity. Agent shall furnish additional certificates of lesser denomination to an owner who so requests. -1- Certified specimen signatures of the officers of Issuer and certified specimen certificates in the form duly approved by Issuer shall be lodged with Agent and upon request of Agent the Issuer will deliver to the Agent a sufficient supply of certificates in the form approved. 5. Paving Agent Function. Agent is hereby authorized and shall make payments of principal and interest to the registered holders of the Obligations as follows: (a) At least three business days prior to each payment date Issuer will deposit with the Agent in immediately available funds such amount as is required to make such payment. (b) One business day before each payment date Agent will pay interest and, upon presentation and surrender of the matured or called Obligations, will pay principal to each registered owner of the Obligations as of the record date by mailing a check to each such owner. In any case where the date of maturity of interest on or principal of the Obligations or the date fixed for redemption of any Obligations shall be a Sunday or a legal holiday or a day on which the banking institutions are authorized by law to close, then payment of interest or principal may be made on the succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption. Provided, however, that payment of principal shall be made not later than the second day after receipt of the matured Obligation. (c) When the Agent shall receive notice from Issuer of its option to redeem Obligations prior to maturity, the Agent shall select the Obligations to be redeemed and give notice of the redemption thereof, all in accordance with the terms of the Obligations and the Resolution. 6. Form of Records. The records of Agent shall be in such form as to be in compliance with standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986 and Chapter 76 of the Code of Iowa 7. Confidentiality of Records. Agent's records in connection with the Obligations shall remain confidential records entitled to protection and confidentiality pursuant to Section 22.7(17), Code of Iowa. Agent agrees that its use of the records will be limited to the purposes of this Agreement and that Agent will make no private use or permit any private access thereto. 8. Reliance Upon Certain Certifications and Representations. Agent may rely conclusively and act, without further investigation, upon any list, instruction, certification, authorization, certificate or other instrument or paper suitably guaranteed and believed by it in good faith and due diligence in performing its functions to be genuine and to have been signed, countersigned or executed by any duly authorized person or persons or upon the instruction of any authorized officer of Issuer or upon the advice of Issuer's counsel; and may register any certificate representing the Obligations or may refuse to register any such certificate if in good faith Agent deems such refusal necessary in order to avoid any liability on the part of either -2- Issuer or Agent, and Issuer agrees to indemnify and hold harmless the Agent from and against any and all losses, costs, claims and liability for so relying or acting or refusing to act. 9. Rules and Regulations Governing Registration. Agent shall comply at all times with such rules, regulations, and requirements as may govern the registration, transfer and payment of registered Obligations including without limitation Chapters 76, 384, 554.8101 et seq. Code of Iowa and standards issued from time to time by the Municipal Securities Rulemaking Board of the United States and any other securities industry standard and the requirements of the Internal Revenue Code of 1986. 10. Signature of Officers. hi case any of the officers of Issuer whose manual or facsimile signature appear on any certificate, bond or other record delivered to the Agent shall cease to be such officer prior to the registration, processing or transfer thereof,the Agent may nevertheless process such documents as though the person signing the same or whose facsimile signature appears thereon had not ceased to be such officer unless written instruction of the Issuer to the contrary is received. 11. Record Date. For purposes of determining the registered owners of the Obligations, the record date shall be deemed to be the fifteenth day of the month preceding the date on which payment of principal, premium, if any, or interest is payable to the registered owners of the Obligations ("payment date")whether such payment is due to optional redemption, operation of a sinking fund, or for any other reason. 12. Three Days Turnaround. Agent agrees that it will turnaround within three business days of receipt all items received in proper form for transfer, process or other action pursuant to the terms of this Agreement. 13. Delivery of Obligations. Agent will promptly cancel and deliver to Issuer all Obligations or certificates representing the Obligations surrendered to it upon payment of the principal, premium, if any, and interest owing on such Obligations. 14. Payment of Unclaimed Amounts. In the event any payment check representing payment of interest or principal on the Obligations is returned to the Paying Agent or is not presented for payment, or if any Obligation is not presented for payment of principal or premium, if any, at the maturity or redemption date, if funds sufficient to pay such interest on Obligations shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Obligations shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Obligations who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Agreement or on, or with respect to, such interest or Obligations. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, -3- whereupon any claim under this Agreement by the Owners of such interest or Obligations of whatever nature shall be made upon the Issuer. 15. No Obligation to Invest. Agent will have no obligation to invest any funds in its possession. 16. Compensation of Agent. The Issuer will pay Agent reasonable compensation for its services, based upon the schedule of fees attached or such other schedule of fees as may be agreed upon from time to time between Agent and Issuer. Agent's compensation may include the amount of any attorney fees incurred by it under Section 17 hereof. 17. Bond Counsel. When Agent deems it necessary or reasonable it may apply to bond counsel for the Issuer, or such other law firm or attorney approved by Issuer for instructions or advice. 18. Termination of Agreement. This Agreement may be terminated by either party by giving the other party at least 90 days advance written notice. At termination of the Agreement, Agent shall deliver to Issuer any and all records, documents or other writings made or accumulated in the performance of its duties under this Agreement and shall refund the unearned balance, if any, of fees paid in advance by Issuer. 19. Examination of Records. Issuer or its duly authorized agents may examine all records relating to the Obligations at the principal office of the Agent at reasonable times as agreed upon with the Agent and such records shall be subject to audit from time to time at the request of Issuer or Agent. The Agent, on request, will furnish Issuer with a list of the names, addresses, and other information concerning the owners of the Obligations or any of them. 20. Obligations, Rights and Privileges of Agent. Agent shall have, with regard to the particular functions it performs,the same obligation to the holder or owner of the Obligations and shall have the same rights and privileges as the Issuer has in regard to those functions. Dated this day of 12015. CITY OF DUBUQUE, IOWA, ISSUER By: Mayor ATTEST: By: City Clerk -4- WELLS FARGO BANK, N.A., AGENT By: ATTEST: By: (Title) (Title) -5- SCHEDULE A Fee Schedule 01112624-1\10422-162 CERTIFICATE OF AUTHENTICATION I, of Wells Fargo Bank, N.A., Minneapolis, Minnesota(the "Registrar"), hereby certify as follows: 1. The Registrar has taken all necessary corporate action to authorize authentication of the Bonds as hereinafter defined. 2. The Sales Tax Increment Revenue Bonds (Annual Appropriation Property Tax Supported), Senior Bond Series 2015A, of the City of Dubuque, in the County of Dubuque, State of Iowa(the "Issuer"), in the aggregate principal amount of$20,800,000, dated the date of delivery, and issued as fully registered Bonds (the 'Bonds"), conforming to the specifications set forth in the Series 2015A Resolution Authorizing the Issuance of the Bonds, have been duly authenticated on behalf of the Registrar. 3. The Bonds have on this day been sold and delivered to or upon the order of the original purchaser, Robert W. Baird & Co., and upon delivery of the Bonds the Issuer has received funds representing the agreed purchase price therefor in the amount of$20,637,010.75, plus accrued interest from the date of the Bonds to the date of such delivery and payment. 4. Receipt is hereby acknowledged of copies of the documents as specified to be filed with the Registrar prior to authentication of the Bonds in the Resolution. IN WITNESS WHEREOF, the Registrar aforesaid, has caused this document to be executed in its name by a duly authorized officer, this day of 2015. Wells Fargo Bank, N.A. By: 01112634-1\10422-162 AHLERS &GOONEY, P.G. 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 21, 2015 BY OVERNIGHT DELIVERY 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: r, G Enclosed are documents to complete action in connection with the authorization for the issuance of the above Bonds. I 1. Tax Exemption Certificate, The Tax Exemption Certificate, described in more detail below, sets out in detail a number of facts, promises and obligations which must be met and agreed to by the City in order to maintain these Bonds as tax exempt. This certificate should be SIGNED BUT NOT DATED. Please return the "Complete and Return" copy and Purchaser's copy to our office prior to closing. 2. Continuing Disclosure Certificate. The Continuing Disclosure Certificate, which is described in detail below, also should be signed by the Mayor and the Cleric but not dated. Please return the "Complete and Return" copy and Purchaser's copy to us prior to closing. I: 3. Original Bonds Nos. 1-13, inclusive. The original Bonds are enclosed to be executed by the Mayor and the Clerk in the spaces provided and impressed with the City's seal. The Registrar also needs to sign the same. The Date of Authentication will be the date of closing. A highlighted copy of Bond No. 1 shows where signatures and seal f 1 i May 21, 2015 Page 2 should appear on all Bonds. Please have the executed Bonds returned to us as soon as possible so that they can be delivered to the Registrar for authentication and forwarded to h DTC prior to closing. 4. Delivery Certificate. This certificate also should be signed, but not dated. Please return the "Complete and Return" copy and Purchaser's copy to my attention prior to closing. 5. Transcript Certificate. This certificate is to be executed and sealed in the manner indicated on the second page and may be dated at the time of completion. A_ notary attestation for all official signatures is requested. Please return the "Complete and Return" copy to my attention prior to closing. 6. Authentication Order. Please execute and date all copies and return the "Complete and Return" copy and Registrar's copy to my attention prior to closing. 7. County Auditor's Certificate. A true copy of the Series 2015A Resolution as adopted on May 18, 2015 is to be certified and filed with the Auditor of Dubuque County. The Auditor is asked to certify to such filing on the lower portion of the certificate. Please return the "Complete and Return" copy to my attention prior to closing. 8. Form 8038-G -- Information Return for Tax Exempt Governmental Obligations. This form should be signed by the Finance Director, but not dated, and returned to us prior to closing. 9. Pang Agent; Bond Registrar and Transfer Agent A rg eement. Please have the Mayor and City Clerk execute and return all copies to us. We will obtain signatures from Wells Fargo Bank, N.A. and an executed copy will be provided to you after closing. Tax Exemption The Tax Exemption Certificate contains important information concerning the calculated yield on the Bonds and a number of covenants and obligations on the part of the City. This certificate should be retained along with all of your records regarding the use of proceeds, expenditure dates and investment information needed to comply with IRS guidelines. I will not attempt to summarize all of the matters which are included in this certificate but I do want to point out some important ones. Tax exemption is based in part upon the fact that the use of the facilities to be acquired by the City with the proceeds will be for the benefit of the public and will not be used in the private trade or business of any business or non-tax-exempt entity. The E May 21, 2015 Page 3 properties acquired with the Bond proceeds must not be sold or diverted to any private or nonpublic use unless the significance of that action is reviewed by bond counsel. The Tax Exemption Certificate sets forth the best knowledge and belief which you have as of today concerning the timely expenditure of the proceeds as the City reasonably expects expenditures to occur. If for any reason the City finds it will be prevented from expending the Bond proceeds fully within three years, that matter should be referred to US. I These Bonds are also issued under the expectation that the City will be exempt from the requirement to rebate arbitrage earnings to the United States Government since you intend to spend the proceeds of the Bonds for construction purposes within two (2) years of issuance and meet the other requirements of the two-year expenditure exemption from the rebate provisions. There are a number of other general promises and commitments by the City to take or retrain from action, which are necessary to maintain the tax exemption of these Bonds. You should recognize that these promises and commitments are required of the City on an ongoing basis and that the possibility of some additional future action does exist. Continuing Disclosure Certificate Securities and Exchange Commission Rule 15c2-12 prohibits the underwriting and recommendation to the public of municipal securities for which adequate secondary market information is not available. The rules apply generally to any municipal offering over $1,000,000. The City therefore has an obligation to provide continuing disclosure to the marketplace while the Bonds are outstanding. The applicable covenants and duties of the City are outlined in the Continuing Disclosure Certificate. The Continuing Disclosure Certificate requires the City to provide annual financial information and other operating data described in the Continuing Disclosure Certificate to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system ("EMMA") so long as the Bonds are outstanding, and also to provide notice to EMMA if certain events occur. This information and data must be sent in "searchable PDF" form. You should ensure that your audit and operating data will be available in that format so you may comply. The events which must be reported are detailed in the certificate, but other events which would be of concern to the rating agencies or bondholders also should be considered for disclosure under the anti-fraud provisions of the federal securities laws. i i May 21, 2015 Page 4 These disclosure requirements are ongoing and it will be important to designate an appropriate contact person who will have a primary responsibility for preparing and coordinating the filing of the annual financial information, operating data and any event notices. The penalties for violation of the rule fall ultimately on the issuer of the bonds,- because onds;because underwriters may be precluded from agreeing to underwrite or bid on bonds of issuers who have not complied with their disclosure obligations. Failure to comply therefore may result in fewer bids and ultimately no bids or the inability to secure an underwriter for an issue. Closing Matters. As you know, closing of this issue is scheduled to occur on or about June 15, 2015. At the time of closing, the "Purchaser's" copies of the above items will be delivered to the Purchaser of the Bonds in exchange for the agreed purchase price. Our j legal opinion also will be delivered to the Purchaser at that time. f# Should you have any questions, or if we can be of any assistance in completing the enclosed items, please don't hesitate to contact me. Very truly yours, William J. Noth WJN:dc Enclosures cc: Barry Lindahl Ken TeKippe Tionna Pooler 01113037-1\10422-162 i e