Stormwater Utility Revenue Capital Loan Note 2015B SRF $29.5M Copyright 2014
City of Dubuque Action Items # 8.
ITEM TITLE: Stormwater Utility Revenue Capital Loan Notes (State Revolving Loan
Fund Program) Series 20158
SUMMARY: City Manager recommending approval of the suggested proceedings to
complete action required for the Stormwater Utility Revenue Capital Loan
Notes from the State of Iowa Revolving Fund Loan Iowa Water Pollution
Control Works Financing Program.
RESOLUTION Approving and authorizing a form of Loan and
Disbursement Agreement by and between the City of Dubuque and the
Iowa Finance Authority, and authorizing and providing for the issuance and
securing the payment of$29,541 ,000 Stormwater Utility Revenue Capital
Loan Notes, Series 20156, of the City of Dubuque, Iowa, under the
provisions of the Code of Iowa, and providing for a method of payment of
said Notes
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s)
ATTACHMENTS:
Description Type
❑ Procedure to Complete Action on Issuance of Stormwater Utility City Manager Memo
Revenue Capital Loan Notes-MVM Memo
❑ Staff Memo Staff Memo
❑ Bond Attorney Letter Supporting Documentation
❑ Resolution Resolutions
❑ Loan Note Supporting Documentation
❑ Loan and Disbursement Agreement Supporting Documentation
THE CITY OF Dubuque
UBE I
erica .i
Masterpiece on the Mississippi 2007-2012-2013
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Procedure to Complete Action on Issuance of $29,541,000 Stormwater
Utility Revenue Capital Loan Notes, Series 2015B (State Revolving Loan
Fund Program)
DATE: June 11, 2015
Finance Director Ken TeKippe recommends City Council approval of the suggested
proceedings to complete action required on the $29,541,000 Stormwater Utility
Revenue Capital Loan Notes from the State of Iowa Revolving Fund Loan Iowa Water
Pollution Control Works Financing Program.
The loan funds will be used to provide funds to pay the costs of the Upper Bee Branch
Creek Restoration and satisfy the required local match requirement to receive
$1,227,138 from the Economic Development Administration. These notes would be
payable from Stormwater Utility fees and also the amounts deposited in the Additional
Projects Account of the Flood Project Fund, which would include sales tax increment
received from the State Flood Mitigation Program.
This loan includes a "principal forgiveness" provision. The amount forgiven is 20% of
the total loan disbursements made under the Loan Agreement. If loan disbursements
equal $29,541,000, this figure is $5,908,200.
1 concur with the recommendation and respectfully request Mayor and City Council
approval.
Micliael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Kenneth J. TeKippe, Finance Director
THE CITY OF Dubuque
DUB E �il�i
Masterpiece on the Mississippi .mu.
TO: Michael C. Van Milligan, City Manager
FROM: Kenneth J. TeKippe, Finance Director
SUBJECT: Procedure to Complete Action on Issuance of$29,541,000 Stormwater Utility
Revenue Capital Loan Notes, Series 2015B(State Revolving Loan Fund Program)
DATE: June 11, 2015
The purpose of this memorandum is to summarize suggested proceedings to complete action
required on the $29,541,000 Stormwater Utility Revenue Capital Loan Notes from the State of Iowa
Revolving Fund Loan Iowa Water Pollution Control Works Financing Program. If approved by
Council, this loan is set to close Friday, June 19. The public hearing on the issuance reflected a not
to exceed $34,000,000 amount. The State Revolving Capital Loan Notes will carry an annual 1.75%
interest rate for 20 years, with an annual servicing fee of 0.25%. There is also a onetime upfront loan
origination fee in the amount of$100,000.
The loan funds will be used to provide funds to pay the costs of Upper Bee Branch Creek
Restoration and satisfy the required local match requirement to receive $1,227,138 from the
Economic Development Administration. These notes would be payable from Stormwater Utility fees
and also the amounts deposited in the Additional Projects Account of the Flood Project Fund, which
would include sales tax increment received from the State Flood Mitigation Program. The public
hearing for the loan was held at the May 18, 2015 meeting.
The resolution approves and authorizes a form of Loan and Disbursement Agreement by and
between the City of Dubuque and the Iowa Finance Authority, and authorizes and provides for the
issuance and secures the payment of$29,541,000 Stormwater Utility Revenue Capital Loan Notes,
Series 2015B, of the City of Dubuque, Iowa, under the provisions of the Code of Iowa, and provides
for a method of payment of said Notes. The Loan and Disbursement Agreement also sets forth a
number of covenants and agreements on the part of the City. This loan includes a "principal
forgiveness' provision. This is mentioned in the resolution, Note and agreement, and also is
reflected in the repayment schedule. The amount forgiven is 20%of the total loan disbursements
made under the Loan Agreement. If loan disbursements equal $29,541,000, this figure is
$5,908,200.
This is the final City Council action required on the Stormwater Utility Revenue Capital Loan Notes.
A letter from Attorney William Noth detailing information on the loan is enclosed.
KT/eml
Enclosures
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Jenny Larson, Budget Director
AHL,ERS =COONEY, P.C.
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 Direct Dial:
WNOTH@AHLERSLAW.COM (515)246-0332
June 11, 2015
Mr. Ken TeKippe
Finance Officer
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001-4864
RE: $29,541,000 Stormwater Utility Revenue Capital Loan
Note, Series 2015B (State of Iowa Revolving Fund Loan)
Dear Mr. TeKippe:
With this letter I am enclosing suggested Council proceedings taking action to
authorize issuance of the above Note. The resolution approves and authorizes the form of
Loan and Disbursement Agreement and authorizes the issuance of the above Note to the
Iowa Finance Authority (the "Authority"). The resolution also incorporates by reference
the form of the Tax Exemption Certificate and Loan and Disbursement Agreement,
copies of which are enclosed for filing in your office. 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 this Note as tax exempt. The Loan and
Disbursement Agreement sets forth a number of covenants and agreements on the part of
the City with respect to the repayment of the Loan.
The Authority also will be asked to waive the need for a "parity certificate" from
an independent auditor which would certify to the adequacy of the net revenues of the
Stormwater Utility System, since the Authority holds all of the outstanding obligations of
the System.
June 11, 2015
Page 2
Also enclosed are the final closing certificates. The Transcript Certificate can be
completed and dated as soon as Council action has been taken. The Delivery Certificate
should be executed but left undated. Please insert the requested financial data in the
blank spaces provided on page 2 of the Delivery Certificate. Similarly, the Loan and
Disbursement Agreement should be signed and sealed but left undated. The dates will be
added pursuant to authorization from the City at the time of final closing and delivery of
the Note to the Authority. Please return these certificates and all copies of the Agreement
to me for holding and review before the closing arrangements are made.
An original form of Note R-1 is enclosed as well. The Note should be manually
signed by the Mayor and City Clerk on the lines indicated on page 3, the seal of the City
should be impressed as indicated and the Treasurer should manually execute as the
Registrar where indicated. The date of authentication and date of delivery are not known
at this time and should be left blank; both dates will be inserted as of the actual closing
date of the Loan. The completed Note also should be returned to us for holding prior to
closing. A highlighted copy of the Note is enclosed to illustrate the various spaces where
a signature or seal is needed.
The Tax Exemption Certificate is an important document and contains important
information concerning the calculated yield on the Notes and a number of covenants and
obligations on the part of the City. This certificate should be retained as a part of your
permanent records. 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 of the Loan 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 properties acquired with the proceeds must not be sold or diverted to any
private or nonpublic use unless the significance of that action is reviewed by bond
counsel.
We understand that the proceeds of the loan will be used for the purpose of paying
costs of construction of certain improvements and extensions to the Stormwater
Management Utility of the City. All of the financed facilities are expected to be owned
by the City and used by the public generally, including industrial users. We understand
that there are no contractual arrangements or agreements of any sort between the City and
any contributing industry using the Stormwater Management Utility with respect to rates
or use of any part of the system. These understandings are reflected in the Tax
Exemption Certificate, so please let me know immediately if our understandings are not
correct in any respect.
June 11, 2015
Page 3
In addition, the Tax Exemption Certificate sets forth the best knowledge and belief
which the City has 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 proceeds fully within three years, that matter should be
referred to us.
This Note also is 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 Note for construction purposes within two (2) years of
issuance and meet the other requirements of the two-year expenditure exemption from the
rebate regulations.
There are a number of other general promises and commitments by the City to
take or refrain from action, which are necessary to maintain the tax exemption of this
Note. 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.
Also enclosed is IRS Form 8038-G -- Information Return for Tax Exempt
Governmental Bond Issues. Please sign, do not date and return to our office for
completion. We will send you a completed copy for your file at closing.
Extra copies of the proceedings are enclosed to be completed as the original and
certified back to our office.
Please note that we will need original signed copies of all documents returned to
our office via overnight mail on Tuesday, June 16. If we do not receive the documents
by Wednesday, June 17, we will likely not be able to close this loan on Friday, June 19.
As requested by IFA, please also scan and email the signed Loan and Disbursement
Agreement and Note to us as soon as possible on Tuesday June 16.
June 11, 2015
Page 4
If any questions arise, please don't hesitate to call.
Yours very truly,
William J. Noth
WJN:dc
encl.
cc: Barry Lindahl (w/encl.)
Jenny Larson (w/encl.)
01119771-1\10422-146
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of Dubuque, Iowa.
Date of Meeting: June 15, 2015.
Time of Meeting: 6:30 o'clock P.M.
Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque,
Iowa.
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental
body will meet at the date, time and place above set out. The tentative agenda for said
meeting is as follows:
$29,541,000 Stormwater Utility Revenue Capital Loan Notes, Series 2015B
Resolution approving and authorizing a form of Loan and Disbursement
Agreement by and between the City of Dubuque and the Iowa Finance
Authority, and authorizing and providing for the issuance and securing the
payment of $29,541,000 Stormwater Utility Revenue Capital Loan Notes,
Series 2015B, of the City of Dubuque, Iowa, under the provisions of the
Code of Iowa, and providing for a method of payment of said Notes.
Such additional matters as are set forth on the additional 33 page(s) attached
hereto. (number)
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of said governmental body.
City Cler, Dubuque, Iowa
June 15, 2015
The City Council of Dubuque, Iowa, met in regular session, in the Historic Federal
Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the above date.
There were present Mayor Roy D. Buol in the chair, and the following named Council
Members:
Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch,
David Resnick, Lynn Sutton
Absent:
* * * * * * * * * *
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Council Member Jones introduced the following Resolution entitled "A
RESOLUTION APPROVING AND AUTHORIZING FORM OF LOAN AND
DISBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE
AND THE IOWA FINANCE AUTHORITY, AND AUTHORIZING AND PROVIDING
FOR THE ISSUANCE AND SECURING THE PAYMENT OF $29,541,000
STORMWATER UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2015B, OF
THE CITY OF DUBUQUE, IOWA, UNDER THE PROVISIONS OF THE CODE OF
IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF SAID NOTES", and
moved its adoption. Council Member Connors seconded the motion to adopt. The roll
was called and the vote was:
AYES: Lynch, Jones, Buol, Braig, Connors, Sutton, Resnick
NAYS:
Whereupon the Mayor declared the following Resolution duly adopted:
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RESOLUTION NO. 214-15
A RESOLUTION APPROVING AND AUTHORIZING THE FORM OF
LOAN AND DISBURSEMENT AGREEMENT BY AND BETWEEN THE
CITY OF DUBUQUE AND THE IOWA FINANCE AUTHORITY, AND
AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND
SECURING THE PAYMENT OF $29,541,000 STORMWATER UTILITY
REVENUE CAPITAL LOAN NOTES, SERIES 2015B, OF THE CITY OF
DUBUQUE, IOWA, UNDER THE PROVISIONS OF THE CODE OF
IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF SAID
NOTES
WHEREAS, the City Council of the City of Dubuque, Iowa, sometimes hereinafter
referred to as the "Issuer", has heretofore established charges, rates and rentals for services
which are and will continue to be collected as system revenues of the Stormwater Utility
System, sometimes hereinafter referred to as the "System", and said revenues have not
been pledged and are available for the payment of revenue Notes, subject to the following
premises; and
WHEREAS, Issuer proposes to issue its Stormwater Utility Revenue Capital Loan
Notes, Series 2015B, to the extent of $29,541,000, for the purpose of defraying the costs
of the Project as set forth in Section 1 of this Resolution; and, it is deemed necessary and
advisable and in the best interests of the City that the form of Loan and Disbursement
Agreement by and between the City and the Iowa Finance Authority, be approved and
authorized; and
WHEREAS, the Issuer has previously issued $998,000 Stormwater Utility Revenue
Capital Loan Notes, Series 2010B, dated January 13, 2010; $7,850,000 Stormwater Utility
Revenue Capital Loan Notes, Series 2010G, dated October 27, 2010; and $1,029,000
Stormwater Utility Revenue Capital Loan Notes, Taxable Series 2014A, dated February
28, 2014 (together, the "Outstanding Obligations"), each payable from the net revenues of
the System; and
WHEREAS, the notice of intention of Issuer to take action for the issuance of not
to exceed $34,000,000 Stormwater Utility Revenue Capital Loan Notes, Series 2015B has
heretofore been duly published and no objections to such proposed action have been filed.
WHEREAS, in the resolutions authorizing the issuance of the Outstanding
Obligations it is provided that additional revenue notes may be issued on a parity with the
outstanding notes or bonds, for the costs of future improvements and extensions to the
System, provided that there has been procured and placed on file with the City Clerk, a
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statement complying with the conditions and limitations therein imposed upon the
issuance of said parity notes or bonds; and
WHEREAS, the Iowa Finance Authority, as the sole holder of the Outstanding
Obligations, has agreed to waive the requirement that a statement of an independent
certified public accountant be placed on file in the office of the City Clerk prior to
Closing, showing the conditions and limitations of the resolution authorizing the
Outstanding Obligations, with regard to the sufficiency of the revenues of the System to
permit the issuance of additional revenue notes or bonds ranking on a parity with the
Outstanding Obligations to have been met and satisfied as required.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF DUBUQUE, IN THE COUNTY OF DUBUQUE, STATE OF IOWA:
Section 1. Definitions. The following terms shall have the following meanings in
this Resolution unless the text expressly or by necessary implication requires otherwise:
• "Additional Notes shall mean any stormwater utility revenue notes or notes
issued on a parity with the Notes in accordance with the provisions of this
Resolution.
• "Agreement" shall mean the Loan and Disbursement Agreement, dated as of
the Closing between the City and the Original Purchaser, relating to the Loan made
to the City under the Program.
• "Authorized Denominations" shall mean $1,000 or any integral multiple
thereof.
• "Clerk" shall mean the City Clerk or such other officer of the successor
Governing Body as shall be charged with substantially the same duties and
responsibilities.
• "Closing" shall mean the date of delivery of the Note to the Original
Purchaser and the funding of the Loan by the Trustee.
• "Corporate Seal" shall mean the official seal of Issuer adopted by the
Governing Body.
• "Fiscal Year" shall mean the twelve-month period beginning on July 1 of
each year and ending on the last day of June of the following year, or any other
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consecutive twelve-month period adopted by the Governing Body or by law as the
official accounting period of the System. Requirements of a Fiscal Year as
expressed in this Resolution shall exclude any payment of principal or interest
falling due on the first day of the Fiscal Year and include any payment of principal
or interest falling due on the first day of the succeeding Fiscal Year.
• "Governing Body" shall mean the City Council of the City, or its successor
in function with respect to the operation and control of the System.
• "Independent Auditor" shall mean an independent firm of Certified Public
Accountants or the Auditor of State.
• "Issuer" and "City" shall mean the City of Dubuque, Iowa.
• "Loan" shall mean the principal amount allocated by the Original Purchaser
to the City under the Program, equal in amount to the principal amount of the
Notes;
• "Net Revenues" shall mean gross earnings of the System after deduction of
Current Expenses; "Current Expenses" shall mean and include the reasonable and
necessary cost of operating, maintaining, repairing and insuring the System,
including purchases at wholesale, if any, salaries, wages, and costs of materials and
supplies, but excluding depreciation and principal of and interest on the Notes and
any Parity Obligations or payments to the various funds established herein; capital
costs, depreciation and interest or principal payments are not System expenses.
• "Notes" or "Note" shall mean $29,541,000 Stormwater Utility Revenue
Capital Loan Notes, Series 2015B, authorized to be issued by this Resolution
• "Original Purchaser" shall mean the Iowa Finance Authority, as the
purchaser of the Notes from Issuer at the time of their original issuance.
• "Outstanding Obligations" shall mean the S998,000 Stormwater Utility
Revenue Capital Loan Notes, Series 2010B, dated January 13, 2010, the
$7,850,000 Stormwater Utility Revenue Capital Loan Notes, Series 2010G, dated
October 27, 2010, and the $1,029,000 Stormwater Utility Revenue Capital Loan
Notes, Taxable Series 2014A, .dated February 28, 2014.
• "Parity Obligations" shall mean storm water notes or bonds payable solely
from the Net Revenues of the System on an equal basis with the Notes herein
authorized to be issued, and shall include the Outstanding Obligations.
• "Paying Agent" shall mean the City Treasurer, or such successor as may be
approved by Issuer as provided herein and who shall carry out the duties prescribed
herein as Issuer's agent to provide for the payment of principal of and interest on
the Notes as the same shall become due.
• "Peaiiiitted Investments" shall mean:
■ direct obligations of (including obligations issued or held in book
entry form on the books of) the Department of the Treasury of the United
States of America;
■ obligations of any of the following federal agencies which obligations
represent full faith and credit of the United States of America, including:
— Export - Import Bank
Farm Credit System Financial Assistance Corporation
USDA - Rural Development
- General Services Administration
U.S. Maritime Administration.
— Small Business Administration
Government National Mortgage Association (GNMA)
U.S. Department of Housing & Urban Development
(PHA's)
Federal Housing Administration
• repurchase agreements whose underlying collateral consists of the
investments set out above if the Issuer takes delivery of the collateral either
directly or through an authorized custodian. Repurchase agreements do not
include reverse repurchase agreements;
■ senior debt obligations rated "AAA" by Standard & Poor's
Corporation (S&P) or "Aaa" by Moody's Investors Service Inc. (Moody's)
issued by the Federal National Mortgage Association or the Federal Home
Loan Mortgage Corporation;
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■ U.S. dollar denominated deposit accounts, federal funds and
banker's acceptances with domestic commercial banks which have a rating
on their short-term certificates of deposit on the date of purchase of "A-1" or
"A-1+" by S&P or "P-1" by Moody's and maturing no more than 360 days
after the date of purchase (ratings on holding companies are not considered
as the rating of the bank);
■ commercial paper which is rated at the time of purchase in the single
highest classification, "A-1+" by S&P or "P-1" by Moody's and which
matures not more than 270 days after the date of purchase;
■ investments in a money market fund rated "AAAm" or "AAAm-G"
or better by S&P;
■ pre -refunded municipal obligations, defined as any notes or other
obligations of any state of the United States of America or of any agency,
instrumentality or local governmental unit of any such state which are not
callable at the option of the obligor prior to maturity or as to which
irrevocable instructions have been given by the obligor to call on the date
specified in the notice; and (a) which are rated, based on an irrevocable
escrow account or fund (the "escrow"), in the highest rating category of S&P
or Moody's or any successors thereto; or (b)(i) which are fully secured as to
principal and interest and redemption premium, if any, by an escrow
consisting only of cash or direct obligations of the Department of the
Treasury of the United States of America, which escrow may be applied
only to the payment of such principal of and interest and redemption
premium, if any, on such notes or other obligations on the maturity date or
dates thereof or the specified redemption date or dates pursuant to such
irrevocable instructions, as appropriate; and (ii) which escrow is sufficient,
as verified by a nationally recognized independent certified public
accountant, to pay principal of and interest and redemption premium, if any,
on the notes or other obligations described in this paragraph on the maturity
date or dates specified in the irrevocable instructions referred to above, as
appropriate;
■ tax exempt notes as defined and permitted by section 148 of the
Internal Revenue Code and applicable regulations and only if rated within
the two highest classifications as established by at least one of the standard
rating services approved by the superintendent of banking by rule adopted
pursuant to chapter 17A Code of Iowa;
• an investment contract rated within the two highest classifications as
established by at least one of the standard rating services approved by the
superintendent of banking by rule adopted pursuant to chapter 17A Code of
Iowa; and
■ Iowa Public Agency Investment Trust.
• "Prior Note Resolutions" shall mean Resolution No. 467-09, approved on
December 21, 2009, Resolution No. 404-10, approved on October 18, 2010, and
Resolution No. 47-14, approved on February 17, 2014 authorizing the issuance of
the Outstanding Obligations.
• "Program" shall mean the Iowa Water Pollution Control Works Financing
Program undertaken by the Original Purchaser.
• "Project" shall mean costs of land acquisition, engineering and construction
of Phase 7 of the Bee Branch Watershed Flood Mitigation Project, also known as
the Upper Bee Branch Creek Restoration, the refunding and refinancing of the
outstanding General Obligation Capital Loan Notes Anticipation Project Note,
Series 2006, dated December 28, 2006, issued in respect of such costs, and the
Catfish Creek Watershed Improvements.
• "Project Fund" shall mean the Loan Account maintained by the Trustee
under the Program for the benefit of the Issuer, into which the proceeds of the Loan
and the Note shall be allocated and held until disbursed to pay Project costs.
• "Registrar" shall mean the City Treasurer or such successor as may be
approved by Issuer as provided herein and who shall carry out the duties prescribed
herein with respect to maintaining a register of the owners of the Notes. Unless
otherwise specified, the Registrar shall also act as Transfer Agent for the Notes.
• "Resolution" shall mean this resolution authorizing the issuance of the
Notes.
• "System" shall mean the Stormwater Utility of the Issuer and all properties
of every nature hereinafter owned by the Issuer comprising part of or used as a part
of the System, including all improvements and extensions made by Issuer while
any of the Notes or Parity Notes remain outstanding; all real and personal property;
and all appurtenances, contracts, leases, franchises and other intangibles.
• "Tax Exemption Certificate" shall mean the Tax Exemption Certificate
executed by the Treasurer and delivered at the time of issuance and delivery of the
Notes.
• "Treasurer" shall mean the City Treasurer or such other officer as shall
succeed to the same duties and responsibilities with respect to the recording and
payment of the Notes issued hereunder.
• "Trustee" shall mean Wells Fargo Bank, National Association, with its
principal office located in the City of Chicago, Illinois, and its successors and any
corporation resulting from or surviving any consolidation or merger to which it or
its successors may be a party and any successor trustee under the Program.
"Yield Restricted" shall mean required to be invested at a yield that is not
materially higher than the yield on the Notes under Section 148(a) of the Internal
Revenue Code or regulations issued thereunder.
Section 2. Authority. The Agreement and the Notes authorized by this Resolution
shall be issued pursuant to Division V, Chapter 384 of the City Code of Iowa, and in
compliance with all applicable provisions of the Constitution and laws of the State of
Iowa. The Agreement shall be substantially in the form attached to this Resolution and
are authorized to be executed and issued on behalf of the Issuer by the Mayor and attested
by the City Clerk.
Section 3. Authorization and Purpose. There are hereby authorized to be issued,
negotiable, serial, fully registered Stormwater Utility Revenue Capital Loan Notes of
Dubuque, in the County of Dubuque, State of Iowa, Series 2015B, in the aggregate
amount of $29,541,000 for the purpose of paying costs of land acquisition, engineering
and construction of Phase 7 of the Bee Branch Watershed Flood Mitigation Project, also
known as the Upper Bee Branch Creek Restoration, the refunding and refinancing of the
outstanding General Obligation Capital Loan Notes Anticipation Project Note, Series
2006, dated December 28, 2006, issued in respect of such costs, and the Catfish Creek
Watershed Improvements. The City Council, pursuant to Sections 384.24A and 384.84A
of the Code of Iowa, hereby finds and determines that it is necessary and advisable to
issue said Notes authorized by the Agreement and this Resolution.
Section 4. Source of Payment. The Notes herein authorized and Parity Notes and
the interest thereon shall be payable solely and only out of the net earnings of the System
and shall be a lien on the future Net Revenues of the System; provided, however, that in
the discretion of the City Council, amounts on deposit in the Additional Projects Account
of the Flood Project Fund established under the authority of Resolution No. 159-14
approved on May 19, 2014 may also be applied to the payment of the Notes. The Notes
shall not be general obligations of the Issuer nor shall they be payable in any manner by
taxation and the Issuer shall be in no manner liable by reason of the failure of the said Net
Revenues to be sufficient for the payment of the Notes.
Section 5. Note Details. Stormwater Utility Revenue Capital Loan Notes, Series
2015B, of the City in the amount of $29,541,000, shall be issued to evidence the
obligations of the Issuer under the Agreement pursuant to the provisions of Sections
384.24A and 384.84A of the Code of Iowa for the aforesaid purpose. The Notes shall be
designated "STORMWATER UTILITY REVENUE CAPITAL LOAN NOTE, SERIES
2015B", be dated the date of delivery, and bear interest at the rate of 1.75% per annum
from the date of each advancement made under the Agreement, until payment thereof, at
the office of the Paying Agent, said interest payable on December 1, 2015, and semi-
annually thereafter on the 1st day of June and December in each year until maturity as set
forth on the Debt Service Schedules attached to the Agreement as Exhibit A and
incorporated herein by this reference. As set forth on said Debt Service Schedule,
principal shall be payable on June 1, 2018 and annually thereafter on the 1st day of June in
the amounts set forth therein until principal and interest are fully paid, except that the final
installment of the entire balance of principal and interest, if not sooner paid, shall become
due and payable on June 1, 2037. Notwithstanding the foregoing or any other provision
hereof, principal and interest shall be payable as shown on said Debt Service Schedule
until completion of the Project, at which time the final Debt Service Schedule shall be
determined by the Trustee based upon actual advancements, final costs and completion of
the Project, all as provided in the administrative rules governing the Program. Payment of
principal and interest on the Notes shall at all times conform to said Debt Service
Schedule and the rules of the Program.
Notwithstanding any provision of the Note to the contrary and according to the
terms and conditions of the Loan and Disbursement Agreement, an amount equal to 20%
of the aggregate amount of disbursements made under the Loan and Disbursement
Agreement (the "Principal Forgiveness") shall be forgiven by Iowa Finance Authority, and
no payments of principal or interest shall be due with respect to the Principal Forgiveness
after the date of such Principal Forgiveness (provided, however, that any accrued interest
due on such portion up to, but not including, the date of such forgiveness shall be paid as
otherwise required under the Loan and Disbursement Agreement).
The Notes shall be executed by the manual or facsimile signature of the Mayor and
attested by the manual or facsimile signature of the Clerk, and impressed or imprinted
10
with the seal of the City and shall be fully registered as to both principal and interest as
provided in this Resolution; principal, interest and premium, if any, shall be payable at the
office of the Paying Agent by mailing of a check, wire transfer or automated clearing
house system transfer to the registered owner of the Note. The Notes shall be in the
denomination of $1,000 or multiples thereof and may at the request of the Original
Purchaser be initially issued as a single Note in the denomination of $29,541,000
numbered R-1.
Section 6. Initiation Fee and Servicing Fee. In addition to the payment of
principal of and interest on the Notes, the Issuer also agrees to pay the Initiation Fee and
the Servicing Fee as defined and in accordance with the terms of the Agreement.
Section 7. Redemption. The Notes are subject to optional redemption at a price of
par plus accrued interest (i) on any date upon receipt of written consent of the Original
Purchaser or (ii) in the event that all or substantially all of the Project is damaged or
destroyed. Any optional redemption of the Notes may be made from any funds regardless
of source, in whole or from time to time in part, in inverse order of maturity, by giving not
less than thirty (30) days' notice of redemption by certified or registered mail to the
Original Purchaser (or any other registered owner of the Note). The terms of redemption
shall be par, plus accrued interest to date of call. The Notes are also subject to mandatory
redemption as set forth in Section 5 of the Agreement.
Section 8. Registration of Notes; Appointment of Registrar; Transfer;
Ownership; Delivery; and Cancellation.
(a) Registration. The ownership of Notes may be transferred only by the
making of an entry upon the books kept for the registration and transfer of
ownership of the Notes, and in no other way. The Treasurer is hereby appointed as
Note Registrar under the terms of this Resolution. Registrar shall maintain the
books of the Issuer for the registration of ownership of the Notes for the payment of
principal of and interest on the Notes as provided in this Resolution. All Notes
shall be negotiable as provided in Article 8 of the Uniform Commercial Code
subject to the provisions for registration and transfer contained in the Notes and in
this Resolution.
(b) Transfer. The ownership of any Note may be transferred only upon the
Registration Books kept for the registration and transfer of Notes and only upon
surrender thereof at the office of the Registrar together with an assignment duly
executed by the holder or his duly authorized attorney in fact in such form as shall
be satisfactory to the Registrar, along with the address and social security number
11
or federal employer identification number of such transferee (or, if registration is to
be made in the name of multiple individuals, of all such transferees). In the event
that the address of the registered owner of a Note (other than a registered owner
which is the nominee of the broker or dealer in question) is that of a broker or
dealer, there must be disclosed on the Registration Books the information
pertaining to the registered owner required above. Upon the transfer of any such
Note, a new fully registered Note, of any denomination or denominations permitted
by this Resolution in aggregate principal amount equal to the unmatured and
unredeemed principal amount of such transferred fully registered Note, and bearing
interest at the same rate and maturing on the same date or dates shall be delivered
by the Registrar.
(c) Registration of Transferred Notes. In all cases of the transfer of the Notes,
the Registrar shall register, at the earliest practicable time, on the Registration
Books, the Notes, in accordance with the provisions of this Resolution.
(d) Ownership. As to any Note, the person in whose name the ownership of the
same shall be registered on the Registration Books of the Registrar shall be deemed
and regarded as the absolute owner thereof for all purposes, and payment of or on
account of the principal of any such Notes and the premium, if any, and interest
thereon shall be made only to or upon the order of the registered owner thereof or
his legal representative. All such payments shall be valid and effectual to satisfy
and discharge the liability upon such Note, including the interest thereon, to the
extent of the sum or sums so paid.
(e) Cancellation. All Notes which have been redeemed shall not be reissued but
shall be cancelled by the Registrar. All Notes which are cancelled by the Registrar
shall be destroyed and a Certificate of the destruction thereof shall be furnished
promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall
forward the cancelled Notes to the Issuer.
(f) Non -Presentment of Notes. In the event any payment check representing
payment of principal of or interest on the Notes is returned to the Paying Agent or
if any note is not presented for payment of principal at the maturity or redemption
date, if funds sufficient to pay such principal of or interest on Notes shall have been
made available to the Paying Agent for the benefit of the owner thereof, all liability
of the Issuer to the owner thereof for such interest or payment of such Notes shall
forthwith cease, terminate and be completely discharged, and thereupon it shall be
the duty of the Paying Agent to hold such funds, without liability for interest
thereon, for the benefit of the owner of such Notes who shall thereafter be restricted
12
exclusively to such funds for any claim of whatever nature on his part under this
Resolution or on, or with respect to, such interest or Notes. The Paying Agent's
obligation to hold such funds shall continue for a period equal to two years and six
months following the date on which such interest or principal became due, whether
at maturity, or at the date fixed for redemption thereof, or otherwise, at which time
the Paying Agent, shall surrender any remaining funds so held to the Issuer,
whereupon any claim under this Resolution by the Owners of such interest or Notes
of whatever nature shall be made upon the Issuer.
Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Notes. In case
any outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer
shall at the request of Registrar authenticate and deliver a new Note of like tenor and
amount as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for
such mutilated Note to Registrar, upon surrender of such mutilated Note, or in lieu of and
substitution for the Note destroyed, stolen or lost, upon filing with the Registrar evidence
satisfactory to the Registrar and Issuer that such Note has been destroyed, stolen or lost
and proof of ownership thereof, and upon furnishing the Registrar and Issuer with
satisfactory indemnity and complying with such other reasonable regulations as the Issuer
or its agent may prescribe and paying such expenses as the Issuer may incur in connection
therewith.
Section 10. Record Date. Payments of principal and interest, otherwise than
upon full redemption, made in respect of any Note, shall be made to the registered holder
thereof or to their designated Agent as the same appear on the books of the Registrar on
the 15th day of the month preceding the payment date. All such payments shall fully
discharge the obligations of the Issuer in respect of such Notes to the extent of the
payments so made.
Section 11. Execution, Authentication and Delivery of the Notes. Upon the
adoption of this Resolution, the Mayor and City Clerk shall execute and deliver the Notes
to the Registrar, who shall authenticate the Notes and deliver the same to or upon order of
the Original Purchaser. No Note shall be valid or obligatory for any purpose or shall be
entitled to any right or benefit hereunder unless the Registrar shall duly endorse and
execute on such Note a Certificate of Authentication substantially in the form of the
Certificate herein set forth. Such Certificate upon any Note executed on behalf of the
Issuer shall be conclusive evidence that the Note so authenticated has been duly issued
under this Resolution and that the holder thereof is entitled to the benefits of this
Resolution.
13
Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves
the right to name a substitute, successor Registrar or Paying Agent upon giving prompt
written notice to each registered noteholder.
Section 13. Form of Note. Notes shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as
follows:
(6)
(7)
(6)
(8)
(1)
(2)
(3)
(4)
(5)
(9)
(9a)
(10)
(Continued on the back of this Note)
(11)(12)(13)
(14)
FIGURE 1
(Front)
14
(15)
(10)
(Continued)
(16)
FIGURE 2
(Back)
15
The text of the Notes to be located thereon at the item numbers shown shall be as
follows:
Item 1, figure 1
= "STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"STORMWATER UTILITY REVENUE CAPITAL LOAN
NOTE"
"SERIES 2015B"
Item 2, figure 1 = Rate: 1.75%
Item 3, figure 1 = Final Maturity: June 1, 2037
Item 4, figure 1 = Note Date: June 19, 2015
Item 5, figure 1 = CUSIP # N/A
Item 6, figure 1 = "Registered"
Item 7, figure 1 = Certificate No. R-1
Item 8, figure 1 = Principal Amount: $29,541,000
Item 9, figure 1 = 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
IOWA FINANCE AUTHORITY
Item 10, figure 1 = or registered assigns, the principal sum of (principal amount
written out) in lawful money of the United States of America, on the maturity dates and in
the principal amounts set forth on the Debt Service Schedule attached hereto and
incorporated herein by this reference, with interest on said sum from the date of each
advancement made under a certain Loan and Disbursement Agreement, dated as of the
date hereof until paid at the rate of L75% per annum, payable on December 1, 2015, and
semi-annually thereafter on the 1st day of June and December in each year. As set forth
on said Debt Service Schedule, principal shall be payable on June 1, 2018 and annually
thereafter on the first day of June in the amounts set forth therein until principal and
interest are fully paid, except that the final installment of the entire balance of principal
and interest, if not sooner paid, shall become due and payable on June 1, 2037.
Notwithstanding the foregoing or any other provision hereof, principal and interest shall
be payable as shown on said Debt Service Schedule until completion of the Project, at
which time the final Debt Service Schedule shall be determined by the Trustee and
attached hereto based upon actual advancements, final costs and completion of the Project,
16
all as provided in the administrative rules governing the Iowa Water Pollution Control
Works Financing Program. Payment of principal and interest of this Note shall at all
times conform to said Debt Service Schedule and the rules of the Iowa Water Pollution
Control Works Financing Program.
Notwithstanding any provision of this Note to the contrary and according to the
terms and conditions of the Loan and Disbursement Agreement, an amount equal to 20%
of the aggregate amount of disbursements made under the Loan and Disbursement
Agreement (the "Principal Forgiveness") shall be forgiven by Iowa Finance Authority, and
no payments of principal or interest shall be due with respect to the Principal Forgiveness
after the date of such Principal Forgiveness (provided, however, that any accrued interest
due on such portion up to, but not including, the date of such forgiveness shall be paid as
otherwise required under the Loan and Disbursement Agreement).
Interest and principal shall be paid to the registered holder of the Note as shown on
the records of ownership maintained by the Registrar as of the 15th day of the month next
preceding such interest payment date. Interest shall be computed on the basis of a 360 -
day year of twelve 30 -day months.
This Note is issued pursuant to the provisions of Sections 384.24A and 384.83 of
the Code of Iowa, for the purpose of paying costs of land acquisition, engineering and
construction of Phase 7 of the Bee Branch Watershed Flood Mitigation Project, also
known as the Upper Bee Branch Creek Restoration, the refunding and refinancing of the
outstanding General Obligation Capital Loan Notes Anticipation Project Note, Series
2006, dated December 28, 2006, issued in respect of such costs, and the Catfish Creek
Watershed Improvements, and evidences amounts payable under a certain Loan and
Disbursement Agreement, dated as of the date hereof, in conformity to a Resolution of the
Council of said City duly passed and approved. For a complete statement of the revenues
and funds from which and the conditions under which this Note is payable, a statement of
the conditions under which additional notes or bonds of equal standing may be issued, and
the general covenants and provisions pursuant to which this Note is issued, reference is
made to the above-described Loan and Disbursement Agreement and Resolution.
This Note is subject to optional redemption at a price of par plus accrued interest (i)
on any date upon receipt of written consent of the Iowa Finance Authority or (ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any optional
redemption of this Note may be made from any funds regardless of source, in whole or
from time to time in part, in inverse order of maturity, by lot by giving thirty (30) days'
notice of redemption by certified or registered mail, to the Iowa Finance Authority (or any
17
other registered owner of the Note). This Note is also subject to mandatory redemption as
set forth in Section 5 of the Agreement.
Ownership of this Note may be transferred only by transfer upon the books kept for
such purpose by the City Treasurer, Dubuque, Iowa, the Registrar. Such transfer on the
books shall occur only upon presentation and surrender of this Note at the office of the
Registrar, together with an assignment duly executed by the owner hereof or his duly
authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the
right to substitute the Registrar and Paying Agent but shall, however, promptly give notice
to registered Noteholders of such change. All Notes shall be negotiable as provided in.
Article 8 of the Uniform Commercial Code and subject to the provisions for registration
and transfer contained in the Note Resolution.
This Note and the series of which it forms a part, other notes 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 Notes, as provided in the Resolution of
which notice is hereby given and is hereby made a part hereof, are payable from and
secured by a pledge of the Net Revenues of the Stormwater Utility (the "System"), as
defined and provided in said Resolution. There has heretofore been established and the
City covenants and agrees that it will maintain just and equitable rates or charges for the
use of and service rendered by said System in each year for the payment of the proper and
reasonable expenses of operation and maintenance of said System and for the
establishment of a sufficient sinking fund to meet the principal of and interest on this.
series of Notes, and other notes ranking on a parity therewith, as the same become due.
This Note is not payable in any manner by taxation and under no circumstances shall the
City be in any manner liable by reason of the failure of said net earnings to be sufficient
for the payment hereof.
And it is hereby represented and certified that all acts, conditions and things
requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had,
to be done, or to be performed precedent to the lawful issue of this Note, have been
existent, had, done and performed as required by law.
IN TESTIMONY WHEREOF, said City by its City Council has caused this Note to
be signed by the manual signature of its Mayor and attested by the manual signature of its
Clerk, with the seal of said City impressed hereon, and authenticated by the manual
signature of an authorized representative of the Registrar, the City Treasurer, Dubuque,
Iowa.
Item 11, figure 1 = Date of authentication:
18
Item 12, figure 1 = This is one of the Notes described in the within mentioned
Resolution, as registered by the City Treasurer
CITY TREASURER, Registrar
By:
Authorized Signature
Item 13, figure 1 = Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14, figure 1 = (Seal)
Item 15, figure 1 = [Signature Block]
CITY OF DUBUQUE, IOWA
By: Mayor 's manual signature
Mayor
ATTEST:
By: City Clerk's manual signature
City Clerk
Item 16, figure 2 = [Assignment Block]
[Information Required for Registration]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No.
the within Note and does hereby irrevocably constitute and appoint
attorney in fact to transfer the said Note on the books kept for registration of the within
Note, with full power of substitution in the premises.
Dated
19
SIGNATURE
GUARANTEED
(Person(s) executing this Assignment sign(s) here)
IMPORTANT - READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written
upon the face of the certificate(s) or Note(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 Note 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 Note,
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
20
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)
ADDITIONAL ABBREVIATIONS MAY ALSO BE
USED THOUGH NOT IN THE ABOVE LIST
Section 14. Equality of Lien. The timely payment of principal of and interest on
the Notes and Parity Notes shall be secured equally and ratably by the Net Revenues of
the System without priority by reason of number or time of sale or delivery; and the Net
Revenues of the System are hereby irrevocably pledged to the timely payment of both
principal and interest as the same become due.
Section 15. Application of Note Proceeds Project Fund. Proceeds of the Notes
shall be applied as follows:
An amount equal to the Initiation Fee and other costs of issuance of the Notes shall
be applied to pay such costs as may be approved by the Treasurer.
The balance of the proceeds shall be deposited to the Project Fund and expended
therefrom for the purposes of issuance.
Any amounts on hand in the Project Fund shall be available for the payment of the
principal of or interest on the Notes at any time that other funds of the System shall be
insufficient to the purpose, in which event such funds shall be repaid to the Project Fund
at the earliest opportunity. Any balance on hand in the Project Fund and not immediately
required for its purposes may be invested not inconsistent with limitations provided by
law, the Internal Revenue Code and this Resolution. Any excess proceeds remaining on
hand after completion of the purpose of issuance shall be paid into the Improvement Fund
to the maximum required amounts and any remaining amounts shall be used to call or
otherwise retire Notes.
21
Section 16. User Rates. There has heretofore been established and published as
required by law, just and equitable rates or charges for the use of the service rendered by
the System. Said rates or charges to be paid by the owner of each and every lot, parcel of
real estate, or building that is connected with and uses the System, by or through any part
of the System or that in any way uses or is served by the System.
Any revenues paid and collected for the use of the System and its services by the
Issuer or any department, agency or instrumentality of the Issuer shall be used and
accounted for in the same manner as any other revenues derived from the operations of the
System.
Section 17. Application of Revenues. From and after the delivery of any Notes,
and as long as any of the Notes or Parity Notes shall be outstanding and unpaid either as to
principal or as to interest, or until all of the Notes and Parity Notes then outstanding shall
have been discharged and satisfied in the manner provided in this Resolution, the entire
income and revenues of the System shall be deposited as collected in a fund to be known
as the Storm Water Utility Revenue Fund (the "Revenue Fund"), and shall be disbursed
only as follows:
(a) Operation and Maintenance Fund. Money in the Revenue Fund shall first be
disbursed to make deposits into a separate and special fund to pay current expenses.
The fund shall be known as the Stormwater Utility Revenue Operation and
Maintenance Fund (the "Operation and Maintenance Fund"). There shall be
deposited in the Operation and Maintenance Fund each month an amount sufficient
to meet the current expenses of the month plus an amount equal to 1/12th of
expenses payable on an annual basis such as insurance. After the first day of the
month, further deposits may be made to this account from the Revenue Fund to the
extent necessary to pay current expenses accrued and payable to the extent that
funds are not available in the Surplus Fund.
(b) Sinking Fund. Money in the Revenue Fund shall next be disbursed to make
deposits into a separate and special fund to pay the principal and interest
requirements of the Fiscal Year on the Notes and Parity Notes. The fund shall be
known as the Stormwater Utility Revenue Capital Loan Note and Interest Sinking
Fund (the ''Sinking Fund"). The required amount to be deposited in the Sinking
Fund in any month shall be the equal monthly amount necessary to pay in full the
installment of interest coming due on the next interest payment date on the then
outstanding Notes and. Parity Notes plus the equal monthly amount necessary to
pay in full the installment of principal coining due on such Notes on the next
succeeding principal payment date until the full amount of such installment is on
22
hand. If for any reason the amount on hand in the Sinking Fund exceeds the
required amount, the excess shall forthwith be withdrawn and paid into the
Revenue Fund. Money in the Sinking Fund shall be used solely for the purpose of
paying principal of and interest on the Notes and Parity Notes as the same shall
become due and payable.
(c) Subordinate Obligations. Money in the Revenue Fund may next be used to pay
principal of and interest on (including reasonable reserves therefor) any other
obligations which by their terms shall be payable from the revenues of the System,
but subordinate to the Notes and Parity Notes, and which have been issued for the
purposes of extensions and improvements to the System or to retire the Notes or
Parity Notes in advance of maturity, or to pay for extraordinary repairs or.
replacements to the System.
(d) Surplus Revenue. All money thereafter remaining in the Revenue Fund at the
close of each month may be deposited in any of the funds created by this
Resolution, may be used to pay for extraordinary repairs or replacements to the
System, or may be used to pay or redeem the Notes or Parity Notes any of them, or
for any lawful purpose.
Money in the Revenue Fund shall be allotted and paid into the various funds and
accounts hereinbefore referred to in the order in which said funds are listed, on a
cumulative basis on the 10th day of each month, or on the next succeeding business day
when the 10th shall not be a business day; and if in any month the money in the Revenue
Fund shall be insufficient to deposit or transfer the required amount in any of said funds or
accounts, the deficiency shall be made up in the following month or months after
payments into all funds and accounts enjoying a prior claim to the revenues shall have
been met in full.
Section 18. Outstanding Obligations. The provisions in the Prior Note
Resolutions, whereby there was created and is to be maintained a Storm Water Utility
Revenue Note Principal and Interest Sinking Fund ("Sinking Fund"), and for the monthly
payment into said fund from the future Net Revenues of the System such portion thereof
as will be sufficient to meet the principal and interest of the Outstanding Obligations, and
maintaining a reserve therefor, are hereby ratified and confirmed, and all such provisions
inure to and constitute the security for the payment of the principal and interest on Notes
hereby authorized to be issued; provided, however, that the amounts to be set aside and
paid into the Sinking Fund in equal monthly installments from the earnings shall be
sufficient to pay the principal and interest due each year, not only on the Outstanding
Obligations, but also the principal and interest of the Notes herein authorized to be issued.
23
Except as may be otherwise provided in the above Prior Note Resolutions, proceeds of the
Notes or other funds may be invested in Permitted Investments.
Nothing in this Resolution shall be construed to impair the rights vested in the
Outstanding Obligations. The amounts herein required to be paid into the various funds
named in this Section shall be inclusive of payments required in respect to the Outstanding
Obligations. The provisions of the legislation authorizing the Outstanding Obligations
and the provisions of this Resolution are to be construed wherever possible so that the
same will not be in conflict. In the event such construction is not possible, the provisions
of the resolution first adopted shall prevail until such time as the notes or bonds authorized
by said resolution have been paid in full or otherwise satisfied as therein provided at
which time the provisions of this Resolution shall again prevail.
Section 19. Investments. Moneys on hand in the Project Fund and all of the funds
provided by this Resolution may be invested only in Permitted Investments or deposited in
financial institutions which are members of the Federal Deposit Insurance Corporation, or
its equivalent successor, and the deposits of which are insured thereby and all such
deposits exceeding the maximum amount insured from time to time by FDIC or its
equivalent successor in any one financial institution shall be continuously secured in
compliance with the State Sinking Fund provided under Iowa Code chapter 12C, or
otherwise by a valid pledge of direct obligations of the United States Government having
an equivalent market value. All investments shall mature before the date on which the
moneys are required for the purposes for which the fund was created or otherwise as
herein provided. The provisions of this Section shall not be construed to require the Issuer
to maintain separate accounts for the funds created by this Section.
All income derived from such investments shall be deposited in the Revenue Fund
and shall be regarded as revenues of the System except earnings on investments of the
Project Fund shall be deposited in and expended from the Project Fund. Investments shall
at any time necessary be liquidated and the proceeds thereof applied to the purpose for
which the respective fund was created.
Section 20. Covenants Regarding the Operation of the System. The Issuer hereby
covenants and agrees with each and every holder of the Notes and Parity Notes:
(a) Maintenance and Efficiency. The Issuer will maintain the System in good
condition and operate it in an efficient manner and at reasonable cost.
(b) Sufficiency of Rates. On or before the beginning of each Fiscal Year the
Governing Body will adopt or continue in effect rates for all services rendered by
24
the System determined to be sufficient to produce Net Revenues for the next
succeeding Fiscal Year adequate to pay principal and interest requirements and
create reserves as provided in this Resolution but not less than 110% percent of the
principal and interest requirements of the Fiscal Year. No free use of the System
by the Issuer or any department, agency or instrumentality of the Issuer shall be
permitted except upon the determination of the Governing Body that the rates and
changes otherwise in effect are sufficient to provide Net Revenues at least equal to
the requirements of this subsection.
(c) Insurance. The Issuer shall maintain insurance for the benefit of the
noteholders on the insurable portions of the System of a kind and in an amount
which normally would be carried by private companies engaged in a similar kind of
business. The proceeds of any insurance, except public liability insurance, shall be
used to repair or replace the part or parts of the System damaged or destroyed.
(d) Accounting and Audits. The Issuer will cause to be kept proper books and
accounts adapted to the System and in accordance with generally accepted
accounting practices, and will diligently. act to cause the books and accounts to be
audited annually and reported upon not later than 180 days after the end of each
Fiscal Year by an Independent Auditor and will provide copies of the audit report
to the holders of any of the Notes and Parity Notes upon request. The holders of
any of the Notes and Parity Notes shall have at all reasonable times the right to
inspect the System and the records, accounts and data of the Issuer relating thereto.
(e) State Laws. The Issuer will faithfully and punctually perform all duties with
reference to the System required by the Constitution and laws of the State of Iowa,
including the making and collecting of reasonable and sufficient rates for services
rendered by the System as above provided, and will segregate the revenues of the
System and apply said revenues to the funds specified in this Resolution.
(f) Property. The Issuer will not sell, lease, mortgage or in any manner dispose of
the System, or any capital part thereof, including any and all extensions and
additions that may be made thereto, until satisfaction and discharge of all of the.
Notes and Parity Notes shall have been provided for in the manner provided in this
Resolution; provided, however, that this covenant shall not be construed to prevent
the disposal by the Issuer of property which in the judgment of its Governing Body
has become inexpedient or unprofitable to use in connection with the System, or if
it is to the advantage of the System that other property of equal or higher value be
substituted therefor, and provided further that the proceeds of the disposition of
such property shall be placed in a revolving fund and used in preference to other
25
sources for capital improvements to the System. Any such proceeds of the
disposition of property acquired with the proceeds of the Notes or Parity Notes
shall not be used to pay principal or interest on the Notes and Parity Notes or for
payments into the Sinking Funds.
(g) Fidelity Note. The Issuer shall maintain fidelity note coverage in amounts
which normally would be carried by private companies engaged in a similar kind of
business on each officer or employee having custody of funds of the System.
(h) Budget. The Governing Body of the Issuer shall approve and conduct
operations pursuant to a system budget of revenues and current expenses for each
Fiscal Year. Such budget shall take into account revenues and current expenses
during the current and last preceding Fiscal Years. Copies of such budget and any
amendments thereto shall be provided to the holders of any of the Notes upon
request.
Section 21. Remedies of Noteholders. Except as herein expressly limited the
holder or holders of the Notes and Parity Notes shall have and possess all the rights of
action and remedies afforded by the common law, the Constitution and statutes of the
State of Iowa, and of the United States of America, for the enforcement of payment of
their Notes and interest thereon, and of the pledge of the revenues made hereunder, and of
all covenants of the Issuer hereunder.
Section 22. Prior Lien and Parity Notes. The Issuer will issue no other Notes or
obligations of any kind or nature payable from or enjoying a lien or claim on the property
or revenues of the System having priority over the Notes or Parity Notes.
Additional Notes may be issued on a parity and equality of rank with the Notes
with respect to the lien and claim of such Additional Notes to the revenues of the System
and the money on deposit in the funds adopted by this Resolution, for the following
purposes and under the following conditions, but not otherwise:
(a) For the purpose of refunding any of the Notes or Parity Notes which shall have
matured or which shall mature not later than three months after the date of delivery
of such refunding Notes and for the payment of which there shall be insufficient
money in the Sinking Fund;
(b) For the purpose of refunding any Notes, Parity Notes or general obligation
notes outstanding, or making extensions, additions, improvements or replacements
to the System, if all of the following conditions shall have been met:
26
(i) before any such Additional Notes ranking on a parity are issued, there
will have been procured and filed with the Clerk, a statement of an
Independent Auditor not a regular employee of the Issuer, reciting the
opinion based upon necessary investigations that the Net Revenues of the
System for the preceding Fiscal Year (with adjustments as hereinafter
provided) were equal to at least 1.10 times the maximum amount that will be
required in any Fiscal Year prior to the longest maturity of any of the Notes
or Parity Notes for both principal of and interest on all Notes or Parity Notes
then outstanding which are payable from the net earnings of the System and
-the Additional Notes then proposed to be issued.
For the purpose of determining the Net Revenues of the System for
the preceding Fiscal Year as aforesaid, the amount of the gross revenues for
such year may be adjusted by an Independent Auditor, not a regular
employee of the Issuer, so as to reflect any changes in the amount of such
revenues which would have resulted had any revision of the schedule of
rates or charges imposed at or prior to the time of the issuance of any such
Additional Notes been in effect during all of such preceding Fiscal Year.
(ii) the Additional Notes must be payable as to principal and as to interest
on the same month and day as the Notes herein authorized.
(iii) for the purposes of this Section, principal and interest falling due on the
first day of a Fiscal Year shall be deemed a requirement of the immediately
preceding Fiscal Year.
(iv) for the purposes of this Section, general obligation capital loan notes
shall be refunded only upon a finding of necessity by the Governing Body
and only to the extent the general obligation capital loan notes were issued
or the proceeds of them were expended for the System.
(v) for purposes of this Section, "preceding Fiscal Year" shall be the most
recently completed Fiscal Year for which audited financial statements
prepared by a certified public accountant are issued and available, but in no
event a Fiscal Year which ended more than eighteen months prior to the date
of issuance of the Additional Notes.
Section 22. Disposition of Proceeds; Arbitrage Not Permitted. The Issuer
reasonably expects and covenants that no use will be made of the proceeds from the
27
issuance and sale of the Notes issued hereunder which will cause any of the Notes to be
classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Internal
Revenue Code of the United States, and that throughout the term of said Notes it will
comply with the requirements of said statute and regulations issued thereunder.
To the best knowledge and belief of the Issuer, there are no facts or circumstances
that would materially change the foregoing statements or the conclusion that it is not
expected that the proceeds of the Notes will be used in a manner that would cause the
Notes to be arbitrage bonds. Without limiting the generality of the foregoing, the Issuer
hereby agrees to comply with the provisions of the Tax Exemption Certificate and the
provisions of the Tax Exemption Certificate are hereby incorporated by reference as part
of this Resolution. The Treasurer is hereby directed to make and insert all calculations
and determinations necessary to complete the Tax Exemption Certificate in all respects
and to execute and deliver the Tax Exemption Certificate at issuance of the Notes to
certify as to the reasonable expectations and covenants of the Issuer at that date.
The Issuer covenants that it will treat as Yield Restricted any proceeds of the Notes
remaining unexpended after three years from the issuance and any other funds required by
the Tax Exemption Certificate to be so treated. If any investments are held with respect to
the Notes and Parity Obligations, the Issuer shall treat the same for the purpose of
restricted yield as held in proportion to the original principal amounts of each issue.
The Issuer covenants that it will exceed any investment yield restriction provided in
this Resolution only in the event that it shall first obtain an opinion of recognized bond
counsel that the proposed investment action will not cause the Notes to be classified as
arbitrage bonds under Section 148(a) and (b) the Internal Revenue Code or regulations
issued thereunder.
The Issuer covenants that it will proceed with due diligence to spend the proceeds
of the Notes for the purpose set forth in this Resolution. The Issuer further covenants that
it will make no change in the use of the proceeds available for the construction of facilities
or change in the use of any portion of the facilities constructed therefrom by persons other
than the Issuer or the general public unless it has obtained an opinion of bond counsel or a
revenue ruling that the proposed project or use will not be of such character as to cause
interest on any of the Notes not to be exempt from federal income taxes in the hands of
holders other than substantial users of the project, under the provisions of Section 142(a)
of the Internal Revenue Code of the United States, related statutes and regulations.
Section 23. Additional Covenants, Representations and Warranties of the Issuer.
The Issuer certifies and covenants with the purchasers and holders of the Notes from time
28
to time outstanding that the Issuer through its officers, (a) will make such further specific
covenants, representations and assurances as may be necessary or advisable; (b) comply
with all representations, covenants and assurances contained in the Tax Exemption
Certificate, which Tax Exemption Certificate shall constitute a part of the contract
between the Issuer and the owners of the Notes; (c) consult with bond counsel (as defined
in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums of
money representing required rebates of excess arbitrage profits relating to the Notes; (e)
file such forms, statements and supporting documents as may be required and in a timely
manner; • and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal
agents, financial advisors, attorneys and other persons to assist the Issuer in such
compliance.
Section 24. Amendment of Resolution to Maintain Tax Exemption. This
Resolution may be amended without the consent of any owner of the Notes if, in the
opinion of bond counsel, such amendment is necessary to maintain tax exemption with
respect to the Notes under applicable Federal law or regulations.
Section 25. Discharge and Satisfaction of Notes. The covenants, liens and pledges
entered into, created or imposed pursuant to this Resolution may be fully discharged and
satisfied with respect to the Notes and Parity Notes, or any of them, in any one or more of
the following ways:
(a) By paying the Notes or Parity Notes when the same shall become due and
payable; and
(b) By depositing in trust with the Treasurer, or with a corporate trustee designated
by the Governing Body for the payment of said obligations and irrevocably
appropriated exclusively to that purpose an amount in cash or direct obligations of
the United States the maturities and income of which shall be sufficient to retire at
maturity, or by redemption prior to maturity on a designated date upon which said
obligations may be redeemed, all of such obligations outstanding at the time,
together with the interest thereon to maturity or to the designated redemption date,
premiums thereon, if any that may be payable on the redemption of the same;
provided that proper notice of redemption of all such obligations to be redeemed
shall have been previously published or provisions shall have been made for such
publication.
Upon such payment or deposit of money or securities, or both, in the amount and
manner provided by this Section, all liability of the Issuer with respect to the Notes or
29
Parity Notes shall cease, determine and be completely discharged, and the holders thereof
shall be entitled only to payment out of the money or securities so deposited.
Section 26. Resolution a Contract. The provisions of this Resolution shall
constitute a contract between the Issuer and the holder or holders of the Notes and Parity
Notes, and after the issuance of any of the Notes no change, variation or alteration of any
kind in the provisions of this Resolution shall be made in any manner, except as provided
in the next succeeding Section, until such time as all of the Notes and Parity Notes, and
interest due thereon, shall have been satisfied and discharged as provided in this
Resolution.
Section 27. Amendment of Resolution Without Consent. The Issuer may, without
the consent of or notice to any of the holders of the Notes and Parity Notes, amend or
supplement this Resolution for any one or more of the following purposes:
(a) to cure any ambiguity, defect, omission or inconsistent provision in this
Resolution or in the Notes or Parity Notes; or to comply with any application
provision of law or regulation of federal or state agencies; provided, however, that
such action shall not materially adversely affect the interests of the holders of the
Notes or Parity Notes;
(b) to change the terms or provisions of this Resolution to the extent
necessary to prevent the interest on the Notes or Parity Notes from being includable
within the gross income of the holders thereof for federal income tax purposes;
(c) to grant to or confer upon the holders of the Notes or Parity Notes any
additional rights, remedies, powers or authority that may lawfully be granted to or
conferred upon the holders of the Notes;
(d) to add to the covenants and agreements of the Issuer contained in this
Resolution other covenants and agreements of, or conditions or restrictions upon,
the Issuer or to surrender or eliminate any right or power reserved to or conferred
upon the Issuer in this Resolution; or
(e) to subject to the lien and pledge of this Resolution additional pledged
revenues as may be permitted by law.
Section 28. Amendment of Resolution Requiring Consent. This Resolution may
be amended from time to time if such amendment shall have been consented to by holders
of not less than two-thirds in principal amount of the Notes and Parity Notes at any time
30
outstanding (not including in any case any Notes which may then be held or owned by or
for the account of the Issuer, but including such Refunding Notes as may have been issued
for the purpose of refunding any of such Notes if such Refunding Notes shall not then be
owned by the Issuer); but this Resolution may not be so amended in such manner as to:
(a) Make any change in the maturity or interest rate of the Notes, or modify the
terms of payment of principal of or interest on the Notes or any of them or impose
any conditions with respect to such payment;
(b) Materially affect the rights of the holders of less than all of the Notes and
Parity Notes then outstanding; and
(c) Reduce the percentage of the principal amount of Notes, the consent of the
holders of which is required to effect a further amendment.
Whenever the Issuer shall propose to amend this Resolution under the provisions of
this Section, it shall cause notice of the proposed amendment to be filed with the Original
Purchaser and to be mailed by certified mail to each registered owner of any Notes as
shown by the records of the Registrar. Such notice shall set forth the nature of the
proposed amendment and shall state that a copy of the proposed amendatory Resolution is
on file in the office of the City Clerk.
Whenever at any time within one year from the date of the mailing of said notice
there shall be filed with the City Clerk an instrument or instruments executed by the
holders of at least two-thirds in aggregate principal amount of the Notes then outstanding
as in this Section defined, which instrument or instruments shall refer to the proposed
amendatory Resolution described in said notice and shall specifically consent to and
approve the adoption thereof, thereupon, but not otherwise, the Governing Body of the
Issuer may adopt such amendatory Resolution and such Resolution shall become effective
and binding upon the holders of all of the Notes and Parity Notes.
Any consent given by the holder of a Note pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the instrument
evidencing such consent and shall be conclusive and binding upon all future holders of the
same Note during such period. Such consent may be revoked at any time after six months
from the date of such instrument by the holder who gave such consent or by a successor in
title by filing notice of such revocation with the City Clerk.
The fact and date of the execution of any instrument under the provisions of this
Section may be proved by the certificate of any officer in any jurisdiction who by the laws
31
thereof is authorized to take acknowledgments of deeds within such jurisdiction that the
person signing such instrument acknowledged before him the execution thereof, or may be
proved by an affidavit of a witness to such execution sworn to before such officer.
The amount and numbers of the Notes held by any person executing such
instrument and the date of his holding the same may be proved by an affidavit by such
person or by a certificate executed by an officer of a bank or trust company showing that
on the date therein mentioned such person had on deposit with such bank or trust company
the Notes described in such certificate.
Notwithstanding anything in this Section to the contrary, the holder or holders of
100% of the Notes and Parity Obligations may consent to any amendment of this
Resolution, or waive any notices required hereunder, on such terms and under such
conditions as said holders shall determine to be appropriate.
Section 29. Severability. If any section, paragraph, or provision of this Resolution
shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the
remaining provisions.
Section 30. Repeal of Conflicting Ordinances or Resolutions and Effective Date.
All other ordinances, resolutions and orders, or parts thereof, in conflict with the
provisions of this Resolution are, to the extentof such conflict, hereby repealed; and this
Resolution shall be in effect from and after its adoption.
Section 31. Rule of Construction. This Resolution and the terms and conditions
of the Notes authorized hereby shall be construed whenever possible so as not to conflict
with the terms and conditions of the Loan and Disbursement Agreement. In the event
such construction is not possible, or in the event of any conflict or inconsistencybetween
the terms hereof and those of the Loan and Disbursement Agreement, the terms of the
Loan and Disbursement Agreement shall prevail and be given effect to the extent
necessary to resolve any such conflict or inconsistency.
32
PASSED AND APPROVED this 15th day of June, 2015.
ATTEST:
Mayor
33
CERTIFICATE
STATE OF IOWA
) SS
COUNTY OF DUBUQUE
I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a
true and complete copy of the portion of the corporate records of said Municipality
showing proceedings of the Council, and the same is a true and complete copy of the
action taken by said Council with respect to said matter at the meeting held on the date
indicated in the attachment, which proceedings remain in full force and effect, and have
not been amended or rescinded in any way; that meeting and all action thereat was duly
and publicly held in accordance with a notice of meeting and tentative agenda, a copy of
which was timely served on each member of the Council and posted on a bulletin board or
other prominent place easily accessible to the public and clearly designated for that
purpose at the principal office of the Council (a copy of the face sheet of said agenda
being attached hereto) pursuant to the local rules of the Council and the provisions of
Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least
twenty-four hours prior to the commencement of the meeting as required by said law and
with members of the public present in attendance; I further certify that the individuals
named therein were on the date thereof duly and lawfully possessed of their respective city
offices as indicated therein, that no Council vacancy existed except as may be stated in
said proceedings, and that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City or the right
of the individuals named therein as officers to their respective positions.
WITNESS my hand and the seal of said Municipality hereto affixed this 1 5th day
of June, 2015.
SEAL
011198814\10422-146
ROLL CALL ORDER FOR MEETING OF
June 15,2015
Lynch, Jones, Buol, Braig, Connors, Sutton, Resnick
CITY OF DUBUQUE, IOWA
CITY COUNCIL MEETING
Historic Federal Building
350 W. 6th Street
June 15, 2015
Council meetings are video streamed live and archived at www.cityofdubuque.org/media and on Dubuque's
CityChannel on the Mediacom cable system at Channel 8 (analog) and 85.2 (digital).;
WORK SESSION
1. 5:15 PM - Voluntary Compliance Agreement & Analysis of Impediments Action Plan
REGULAR SESSION
6:30 PM
PLEDGE OF ALLEGIANCE
PRESENTATION(S)
1. 1000 Friends of Iowa - Best Development Award
John Morrissey of 1000 Friends of Iowa to present the City with the Best Development Award for the Green Alley
Program / Bee Branch Creek Restoration Project.
CONSENT ITEMS
The consent agenda items are considered to be routine and non -controversial and all consent items will be normally voted
upon in a single motion without any separate discussion on a particular item. If you would like to discuss one of the. Consent
Items, please go to the microphone and be recognized by the Mayor and state the item you would like removed from the
Consent Agenda for separate discussion and consideration.
1. Minutes and Reports Submitted
Arts and Cultural Advisory Commission of. 3/24, 4/28, 6/2; Cable TV Commission of 3/4; City Council Proceedings of 6/1;
Historic Preservation Commission of 5/12; Human Rights Commission of 5/11; Library Board of Trustees of 4/23; Sister
City Relationships Advisory Commission of 5/20; Zoning Board of Adjustment of 5/28; Proof of Publication for City Council
Proceedings of 5/18; Proof of Publication for List of Claims and Summary of Revenues Month Ending April 30, 2015.
Suggested Disposition: Receive and File
2. Notice of Claims and Suits
Robert Monthey for vehicle damage, Cindy Oliver for vehicle damage, and Madonna Parker for property damage
Suggested Disposition: Receive and File; Refer to City Attorney
3. Disposition of Claims
City Attorney advising that the following claims have been referred to Public Entity Risk Services of Iowa, the agent for the
Iowa Communities Assurance Pool: Robert Monthey for vehicle damage.
Suggested Disposition: Receive and File; Concur
4. Eagle Point Park Intensive Survey and Evaluation Consultant Selection
City Manager recommending approval to contract with Wapsi Valley Archeology to conduct the Eagle Point Park Intensive
Survey and Evaluation and authorize the City Manager to negotiate a contract.
Suggested Disposition: Receive and File; Approve
5. Request for Release of Funds Fiscal Year 2016 CDBG Annual Action Plan
City Manager recommending approval of the Request for Release of Funds for the proposed projects approved in the
Fiscal Year 2016 (Program Year 2015) Annual Action Plan for Community Development Block Grant activities.
Pg. 1
6. 2015 Department of Justice Body -Worn Camera Grant Application
City Manager recommending approval for the 2015 Department of Justice Body -Worn Camera Grant application that
will allow for the purchase of 120 Body -Worn Cameras over a two-year period.
Suggested Disposition: Receive and File; Approve
7. Code of Ordinances Amendment - Title 14 Building Code and Advisory Appeals Board
City Manager recommending approval of an ordinance which adds a new Section 14-1A-6 which establishes the
Building Code and Advisory Appeals Board and provides for the powers, operation, membership, and meetings.
ORDINANCE Amending City of Dubuque Code of Ordinances Title 14 Building and Development, Chapter 1 Building
Codes, Article A Building Code and Regulations by adopting a new Section 14-1A-6 Establishing the Building Code and
Advisory Appeals Board and Providing for the Powers, Operation, Membership, and Meetings
Suggested Disposition: Receive and File; Motion B; Motion A
8. Stormwater Utility Revenue Capital Loan Notes (State Revolving Loan Fund Program) Series 2015B
City Manager recommending approval of the suggested proceedings to complete action required for the Stormwater
Utility Revenue Capital Loan Notes from the State of Iowa Revolving Fund Loan Iowa Water Pollution Control Works
Financing Program.
RESOLUTION Approving and authorizing a form of Loan and Disbursement Agreement by and between the City of
Dubuque and the Iowa Finance Authority; and authorizing and providing for the issuance and securing the payment of
$29,541,000 Stormwater Utility Revenue Capital LoanNotes, Series 20158, of the City of Dubuque, Iowa, under the
provisions of the Code of Iowa, and providing for a method of payment of said Notes
Suggested Disposition: Receive and File, Adopt Resolution(s)
9. ITC Overhead Electric Transmission Facilities
City Manager recommending adoption of a resolution which states that the filing of a petition by ITC for a proposed
overhead electric transmission line facility in the City of Dubuque and a formal public hearing process would not be in
the public interest and further recommends that the minimum 250 -foot distance from transmission lines not be waived if
a petition is considered.
RESOLUTION Providing that a proposed project by ITC MidwestLLC for a license to erect, maintain and operate a
proposed Electric Transmission Line Facility in the City of Dubuque would not be permittable under the City of Dubuque
Code of Ordinances and would not be permitted by the City Council and therefore an application for a license and the
required process for such a license would not be in the public interest
Suggested Disposition: Receive and File; Adopt Resolution(s)
10. National Register Nomination - Upper Iowa Street Historic District
City Manager recommending approval of the Upper Iowa Street Historic District Nomination and approval for the Mayor
to execute the Certified Local Government National Register Nomination Evaluation Report Form.
Suggested Disposition: Receive and File; Approve
11. National Register Nomination Old Main Street Historic. District Boundary Increase and Amendment
City Manager recommending approval of the Old Main Street District Boundary Increase and Amendment Nomination
and approval for the Mayor to execute the Certified Local Government National Register Nomination Evaluation Report
Form.
Suggested Disposition: Receive and File; Approve
12. National Register Nomination - Seminary Hill Residential Historic District
City Manager recommending approval of the Seminary Hill Residential Historic District Nomination and approval for the
Mayor to execute the Certified Local Government National Register Nomination Evaluation Report Form.
Suggested Disposition: Receive and File; Approve
13. National Register Nomination - Washington Residential Historic District
City Manager recommending approval of the Washington Residential Historic District Nomination and approval for the
Mayor to execute the Certified Local Government National Register Nomination Evaluation Report Form.
Suggested Disposition: Receive and File; Approve
14. National Register Nomination - Fenelon Place Residential Historic District
City Manager recommending approval of the Fenelon Place Residential Historic District Nomination and approval for
the Mayor to execute the Certified Local Government National Register Nomination Evaluation Report Form.
Suggested Disposition: Receive and File; Approve
Pg. 8
TAX EXEMPTION CERTIFICATE
CITY OF DUBUQUE, IOWA
THIS TAX EXEMPTION CERTIFICATE made and entered into on June 19, 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 $29,541,000 Stormwater Utility Revenue Capital Loan Notes, Series 2015B (the "Bonds").
The Bonds are issued pursuant to the provisions of the Resolution of the Issuer authorizing the
issuance of the Bonds. Such Resolution provides that the covenants contained in this Certificate
constitute a part of the Issuer's contract with the owners of the Bonds.
The Issuer recognizes that under the Code (as defined below) the tax-exempt status of the
interest received by the owners of the 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 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
Bonds, including the observance of all specific covenants contained in the 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 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.
"Annual Debt Service" means the principal of and interest on the Bonds scheduled to be
paid during a given Bond Year.
"Bonds" means the $29,541,000 aggregate principal amount of a Stormwater Utility
Revenue Capital Loan Notes of the Issuer issued in registered form pursuant to the Resolution.
"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 Fund" means the Sinking Fund described in the 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 Issuer selects another date.
"Bond Yield" means that discount rate which produces an amount equal to the Issue Price
of the Bonds when used in computing the present value of all payments of principal and interest
to be paid on the Bonds, using semiannual compounding on a 360 -day year as computed under
Regulation 1.148-4.
price.
"Certificate" means this Tax Exemption Certificate.
"Closing" means the delivery of the Bonds in exchange for the agreed upon purchase
"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.
"Final Bond Retirement Date" means the date on which the 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 Bonds
and any replacement proceeds (as defined in Regulation 1.148-1(c)) of the Bonds.
"Gross Proceeds Funds" means the Reserve Fund, the Project Fund and any other fund or
account held for the benefit of the owners of the Bonds or containing Gross Proceeds ofthe
Bonds except the Bond Fund and the Rebate Fund.
"Issue Price", as defined in Regulation 1.148-1(b), means the initial offering price of the
Bonds 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 Bonds
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were sold to the public. The Purchasers have certified the Issue Price to be not more than
$29,541,000.
"Issuer" means the City of Dubuque, Iowa.
"Minor Portion of the Bonds", 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 Bonds 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 Bonds, and may
include but is not limited to U.S. Treasury bonds, corporate bonds, or certificates of deposit.
"Proceeds", as defined in Regulation 1.148-1(b), means Sale Proceeds, investment
proceeds and transferred proceeds of the Bonds.
"Project" means the costs of land acquisition, engineering and construction of Phase 7 of
the Bee Branch Watershed Flood Mitigation Project, also known as the Upper Bee Branch Creek
Restoration, the refunding and refinancing of the outstanding General Obligation Capital Loan
Notes Anticipation Project Note, Series 2006, dated December 28, 2006, issued in respect of such
costs, and the Catfish Creek Watershed Improvements.
"Project Fund" means the fund established in the Resolution.
"Purchaser" means the Iowa Finance Authority, Des Moines, Iowa, constituting the initial
purchaser of the Bonds from the Issuer.
"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.
"Refunded Bonds" means $617,821.01 of the Stormwater Utility Revenue Capital Loan
Notes Anticipation Project Notes, Series 2006, issued December 28, 2006.
"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 bonds", 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.
3
"Resolution" means the resolution of the Issuer adopted on June 15, 2015 authorizing the
issuance of the Bonds.
"Sale Proceeds", as defined in Regulation 1.148-1(b), means any amounts actually or
constructively received from the sale of the Bonds, including amounts used to pay underwriter's
discount or compensation and accrued interest other than pre -issuance accrued interest.
"Sinking Fund" means the Bond Fund.
"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
include 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,
establishing that the Purchaser will not reoffer or sell the Bonds to the public.
ARTICLE II
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 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
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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 Bonds, actual expenditures and reasonable expectations of the
Issuer as to when the Proceeds will be spent for purposes of the Project, (5) with respect to Bond
Yield, review of the Verification Certificate, and (6) with respect to the amount of governmental
and Code Section 501(c)(3) bonds 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.
(f) No arrangement exists under which the payment of principal or interest on the
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 or reserve fund, not more than five percent (5%) of
the Proceeds of the 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
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 Bonds to become "private
activity bonds" as defined in Section 141(a) of the Code, including any use of the Project by any
person other than a governmental unit if such use will be as other than a member of the general
public. None of the Proceeds of the Bonds will be used directly or indirectly to make or finance
loans to any person other than a governmental unit.
(j) The Issuer will make no change in the nature or purpose of the Project 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, bond fund, reserve fund, debt service fund or other fund reasonably expected to be used to
pay debt service on the Bonds (other than the Bond Fund and any Reserve Fund), exercise its
option to redeem Bonds prior to maturity or effect a refunding of the Bonds.
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(1) No bonds or other obligations of the Issuer (1) were sold in the 15 days preceding
the date of sale of the Bonds, (2) were sold or will be sold within the 15 days after the date of sale
of the 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 Bonds and payable out of
substantially the same source of revenues.
(m) None of the Proceeds of the 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 Bonds will be 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 Bonds will be used in a manner
that would cause them to be "arbitrage bonds" as defined in Section 148(a) of the Code. The
Issuer does not expect that the Proceeds of the Bonds will be used in a manner that would cause
the interest on the Bonds to be includable in the gross income of the owners of the 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 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 Bonds, issued the Bonds earlier, or allowed the
Bonds to remain outstanding longer than is reasonably necessary to accomplish the governmental
purposes of the Bonds.
(r) The Bonds will not be Hedge Bonds 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 not more than 50% of the Proceeds will be invested in Nonpurpose
Investments having a substantially guaranteed yield for four or more years.
Section 2.2 Receipts and Expenditures of Sale Proceeds
Sale Proceeds received at Closing are expected to be deposited and expended as follows:
(a) $ representing costs of issuing the Bonds and the Initiation Fee
for the Loan will be used within six months of the Closing Date to pay the costs of
issuance of the Bonds (with any excess remaining on deposit in the Project Fund);
and
(b) $617,821.01 will be used to redeem the Refunded Bonds; and
(c)
The balance of the Proceeds will be deposited into the Project Fund and will be
used together with earnings thereon to pay the costs of the Project and will not
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exceed the amount necessary to accomplish the governmental purposes of the
Bonds.
Section 2.3 Purpose of Bonds
Proceeds of the Bonds will be used for the purpose of paying costs of construction of
certain improvements and extensions to the Storm Water Utility of the City, including those costs
of land acquisition, engineering and construction of Phase 7 of the Bee Branch Watershed Flood
Mitigation Project, also known as the Upper Bee Branch Creek Restoration, the refunding and
refinancing of the outstanding General Obligation Capital Loan Notes Anticipation Project Note,
Series 2006, dated December 28, 2006, issued in respect of such costs, and the Catfish Creek
Watershed Improvements.
Section 2.4 Facts Supporting Tax -Exemption Classification
The Bonds are considered to be governmental bonds, not subject to the provisions of the
alternate minimum tax. All of the financed facilities are owned by the City and are expected to be
used by the public generally, including industrial users. There are no contractual arrangements or
agreements between the City and any contributing industry using the Stounwater Utility, and
there are no other lease, management contract or other similar arrangements with respect to the
Stormwater Utility..
No amount of Proceeds of the 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
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 Bonds representing less than six months accrued interest on the
Bonds will be spent within six months of this date to pay interest on the Bonds, and will be
invested without restriction as to yield for a temporary period not in excess of six months.
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Section 2.6 Resolution Funds at Restricted or Unrestricted Yield
(a) Proceeds of the Bonds will be held and accounted for in the manner provided in
the 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 Bonds. The Issuer has not and will not pledge any
moneys or Taxable Obligations in order to pay debt service on the Bonds or restrict the use of
such moneys or Taxable Obligations so as to give reasonable assurances of their availability for
such purposes.
(b) Any monies which are invested beyond a temporary period are expected to
constitute less than a major portion of the Bonds or to be restricted for investment at a yield not
greater than one-eighth of one percent above the Bond Yield.
(c) The Issuer has established and will use the Bond Fund 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 Fund to pay the principal of and interest on the Bonds. Such
Fund 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 Fund 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 Bonds, will be deposited into the Bond Fundus 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 Fund as a bona fide debt service fund as
defined in Regulation 1.148-1(b).
Investment of amounts on deposit in the Bond Fund will not be subject to arbitrage rebate
requirements as the Bonds meet the safe harbor set forth in Regulation 1.148-3(k), because the
average annual debt service on the Bonds will not exceed $2,500,000.
(d) The Minor Portion of the Bonds will be invested without regard to yield.
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 Bonds, or deposited into any reserve fund after they have been
acquired by the Issuer will be treated as though they were acquired for their fair market value on
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the date of such pledge or deposit. Obligations on deposit in any reserve fund on the Closing
Date shall be treated as if acquired for their fair market value on the Closing Date.
(b) Qualified guarantees have not been used in computing yield.
(c)
The Bond Yield has been computed as not less than 1.75 percent. This Bond Yield
has been computed on the basis of a purchase price for the Bonds equal to the Issue Price.
ARTICLE III
REBATE
Section 3.1 Records
Sale Proceeds of the Bonds will be held and accounted for in the manner provided in the
Resolution. The Issuer will maintain adequate records for funds created by the 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 Resolution, the Issuer has covenanted to pay to the United States 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 may establish a fund pursuant to the Resolution and this Certificate
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 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 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 Bonds are eligible for one or more exceptions from
the arbitrage rebate rules set forth in the Regulations. If the Bonds are ineligible, or become
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ineligible, for an exception to the arbitrage rebate rules, the Issuer will comply with the provisions
of this Article III. A description of the applicable rebate exception(s) is as follows:
• Election to Treat as Construction Bonds.
The 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 Bonds, as defined in Section 148(f)(4)(C)(vi) of the Code, will be used
for construction expenditures and that not less than the following percentages of the available
construction proceeds 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;
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(f)(2) of the Regulations, the Issuer elects to use actual
investment earnings of the ACP in determining compliance with the above schedule.
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.
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Section 3.5 Rebate Requirements and the Bond Fund
It is expected that the Bond Fund described in the Resolution and Section 2.7(b) 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 Year on the Bond Fund and amounts earned on such
amounts, if allocated to the Bond Fund, will not be taken into account in calculating the Rebate
Amount if the annual gross earnings on the Bond Fund 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 Fund cease to be treated as a bona fide debt service
fund, the Bond Fund 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 Bonds or other information
reporting form as is required to comply with the Code and applicable Regulations.
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Section 3.8 Records
(a) The Issuer will keep and retain adequate records with respect to the Bonds, the
Gross Proceeds Funds, the Bond Fund, 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 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 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
Bonds) any amount which is required to be paid to the United States, but which is not available in
a fund related to the Bonds for transfer to the Rebate Fund or payment to the United States.
ARTICLE IV
INVESTMENT RESTRICTIONS
Section 4.1 Avoidance of Prohibited Payments
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.
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In particular, notwithstanding anything to the contrary contained herein or in the 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.
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 Resolution, the
Issuer will invest or direct the investment of funds on deposit in the Gross Proceeds Fund, the
Bond Fund, and the Rebate Fund, in a certificate of deposit of a bank or savings bank which is
permitted by law and by the 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 Issuer will invest or direct the investment of funds on deposit in the Gross Proceeds
Funds, the Bond Fund, and the Rebate Fund pursuant to an investment contract (including a
repurchase agreement) only if all of the following requirements are satisfied:
(a) The Issuer makes a bona fide solicitation for the purchase of the investment. A
bona fide solicitation is a solicitation that satisfies all of the following requirements:
(1) The bid specifications are in writing and are timely forwarded to potential
providers.
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(2) The bid specifications include all material terms of the bid. A term is material
if it may directly or indirectly affect the yield or the cost of the investment.
(3) The bid specifications include a statement notifying potential providers that
submission of a bid is a representation that the potential provider did not consult
with any other potential provider about its bid, that the bid was determined without
regard to any other formal or informal agreement that the potential provider has
with the issuer or any other person (whether or not in connection with the Bonds),
and that the bid is not being submitted solely as a courtesy to the issuer or any
other person for purposes of satisfying the requirements of paragraph
(d)(6)(iii)(B)(1) or (2) of section 1.148-5 of the Regulations.
(4) The terms of the bid specifications are commercially reasonable. A term is
commercially reasonable if there is a legitimate business purpose for the term other
than to increase the purchase price or reduce the yield of the investment.
(5) For purchases of guaranteed investment contracts only, the terms of the
solicitation take into account the Issuer's reasonably expected deposit and
drawdown schedule for the amounts to be invested.
(6) All potential providers have an equal opportunity to bid and no potential
provider is given the opportunity to review other bids (i.e., a Iast look) before
providing a bid.
(7) At least three reasonably competitive providers are solicited for bids. A
reasonably competitive provider is a provider that has an established industry
reputation as a competitive provider of the type of investments being purchased.
(b) The bids received by the Issuer meet all of the following requirements:
(1) The Issuer receives at least three bids from providers that the Issuer solicited
under a bona fide solicitation meeting the requirements of paragraph (d)(6)(iii)(A)
of section 1.148-5 of the Regulations and that do not have a material financial
interest in the issue. A lead underwriter in a negotiated underwriting transaction is
deemed to have a material financial interest in the issue until 15 days after the
issue date of the issue. In addition, any entity acting as a financial advisor with
respect to the purchase of the investment at the time the bid specifications are
forwarded to potential providers has a material financial interest in the issue. A
provider that is a related party to a provider that has a material financial interest in
the issue is deemed to have a material financial interest in the issue.
(2) At least one of the three bids described in paragraph (d)(6)(iii)(B)(1) of section
1.148-5 of the Regulations is from a reasonably competitive provider, within the
meaning of paragraph (d)(6)(iii)(A)(7) of section 1.148-5 of the Regulations.
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(3) If the Issuer uses an agent to conduct the bidding process, the agent did not bid
to provide the investment.
(c) The winning bid meets the following requirements:
(1) Guaranteed investment contracts. If the investment is a guaranteed investment
contract, the winning bid is the highest yielding bona fide bid (determined net of
any broker's fees).
(2) Other investments. If the investment is not a guaranteed investment contract,
the winning bid is the lowest cost bona fide bid (including any broker's fees).
(d) The provider of the investments or the obligor on the guaranteed investment
contract certifies the administrative costs that it pays (or expects to pay, if any) to third parties in
connection with supplying the investment.
(e) The Issuer will retain the following records with the bond documents until three
years after the last outstanding bond is redeemed:
(1) For purchases of guaranteed investment contracts, a copy of the contract, and
for purchases of investments other than guaranteed investment contracts, the
purchase agreement or confirmation.
(2) The receipt or other record of the amount actually paid by the Issuer for the
investments, including a- record of any administrative costs paid by the Issuer, and
the certification under paragraph (d)(6)(iii)(D) of section 1.148-5 of the
Regulations.
(3) For each bid that is submitted, the name of the person and entity submitting the
bid, the time and date of the bid, and the bid results.
(4) The bid solicitation form and, if the terms of the purchase agreement or the
guaranteed investment contract deviated from the bid solicitation form or a
submitted bid is modified, a brief statement explaining the deviation and stating
the purpose for the deviation.
(5) For purchases of investments other than guaranteed investment contracts, the
cost of the most efficient portfolio of State and Local Government Series
Securities, determined at the time that the bids were required to be submitted
pursuant to the temis of the bid specifications.
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.
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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 Bonds to become arbitrage bonds 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.
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 Bonds
to become "arbitrage bonds" under the Code and that the terms of such amendment or supplement
will not cause any of the Bonds to become "arbitrage bonds" under the Code, or otherwise cause
interest on any of the 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 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 Bonds, (2) to make such
payments to the United States Treasury, (3) to maintain such records, (4) to perfouu such
calculations, and (5) to perform such other lawful acts as may be necessary to preserve the tax-
exempt status of the Bonds.
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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.
ARTICLE VII
FURTHER CERTIFICATIONS WITH RESPECT TO REFUNDING BONDS
(a) Property financed with the Proceeds of the Refunded Bonds will not be sold or
disposed of, in whole or in part, prior to the last maturity date of either the obligations or the last
maturity of the Bonds.
(b) All of the Proceeds of the Refunded Bonds were used to provide facilities used in
the regular operations of the Issuer and neither the facilities nor the output thereof have been or
are expected to be used in the trade or business of any person other than the Issuer.
(c) Reimbursement Allocations and Original Expenditures, if any, reimbursed from
proceeds of the Refunded Bonds complied with the Reimbursement Regulations in effect at the
time of issuance of the Refunded Bonds.
(d) The Proceeds of the Bonds will be used for a current refunding and the Bonds are
issued not more than 90 days before the last expenditure of any Proceeds of the Bonds for
payment of debt service on the Refunded Bonds.
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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.
(SEAL)
City Treasurer, Cit of Dubuque, Iowa
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EXHIBIT A
VERIFICATION CERTIFICATE OF THE PURCHASER
The undersigned Executive Director of the Iowa Finance Authority (the "Purchaser"),
hereby certifies as follows:
1. The Purchaser and the City of Dubuque, Iowa (the "Issuer"), have entered into a Loan
and Disbursement Agreement (the "Agreement"), providing for the purchase of a $29,541,000
Stoiinwater Utility Revenue Capital Loan Notes, Series 2015B, of the Issuer dated as of the date
of delivery (the "Notes").
2. The Agreement is in full force and effect and has not been repealed, rescinded or
amended.
3. The Purchaser hereby confirms that the Notes were purchased at par and will not be
reoffered to the public, the terms of purchase being as follows:
Price
(% of par)
(do not
Principal Principal include
Amount Amount Interest accrued
Issued Sold Rate interest)
$29,541,000 None 1.75% 100%
IN WITNESS WHEREOF, the Purchaser has caused this Verification Certificate to be
executed by its duly authorized officer this day of ; 2015.
01119883-1\10422-146
IOWA FINANCE AUTHORITY
By:
Its: Executive Director
REGISTERED REGISTERED
CERTIFICATE NO. R-1 STATE OF IOWA $29,541,000
COUNTY OF DUBUQUE
CITY OF DUBUQUE
STORMWATER UTILITY REVENUE CAPITAL LOAN NOTE
2015B
Rate
1.75%
Final Maturity
June 1, 2037
Note Date
June 19, 2015
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, to
IOWA FINANCE AUTHORITY
or registered assigns, the principal sum of TWENTY NINE MILLION FIVE HUNDRED
FORTY-ONE THOUSAND DOLLARS ($29,541,000) in lawful money of the United
States of America, on the maturity dates and in the principal amounts set forth on the
Debt Service Schedule attached hereto and incorporated herein by this reference, with
interest on said sum from the date of each advancement made under a certain Loan and
Disbursement Agreement, (includes a portion as a forgivable loan) dated as of the date
hereof until paid at the rate of 1,75% per annum, payable on December 1, 2015 and semi-
annually thereafter on the 1st day of June and December in each year. - As set forth on
said Debt Service Schedule, principal shall be payable on June 1, 2018 and annually
thereafter on the first day of June in the amounts set forth therein until principal and
interest are fully paid, except that the final installment of the entire balance of principal
and interest, if not sooner paid, shall become due and payable on June 1, 2037.
Notwithstanding the foregoing or any other provision hereof, principal and interest shall
be payable as shown on said Debt Service Schedule until completion of the Project, at
which time the final Debt Service Schedule shall be determined by the Trustee and
attached hereto based upon actual advancements, final costs and completion of the
Project, all as provided in the administrative rules governing the Iowa Water Pollution
Control Works Financing Program. Payment of principal and interest of this Note shall
at all times conform to said Debt Service Schedule and the rules of the Iowa Water
Pollution Control Works Financing Program.
Notwithstanding any provision of this Note to the contrary and according to the
terms and conditions of the Loan and Disbursement Agreement, an amount equal to 20%
of the aggregate amount of disbursements made under the Loan and Disbursement
Agreement (the "Principal Forgiveness") shall be forgiven by Iowa Finance Authority,
and no payments of principal or interest shall be due with respect to the Principal
Forgiveness after the date of such Principal Forgiveness (provided, however, that any
accrued interest due on such portion up to, but not including, the date of such forgiveness
shall be paid as otherwise required under the Loan and Disbursement Agreement).
Interest and principal shall be paid to the registered holder of the Note as shown
on the records of ownership maintained by the Registrar as of the 15th day of the month
next preceding such interest payment date. Interest shall be computed on the basis of a
360 -day year of twelve 30 -day months.
This Note is issued pursuant to the provisions of Sections 384.24A and 384.83 of
the Code of Iowa, for the purpose of paying costs of land acquisition, engineering and
construction of Phase 7 of the Bee Branch Watershed Flood Mitigation Project, also
known as the Upper Bee Branch Creek Restoration, the refunding and refinancing of the
outstanding General Obligation Capital Loan Notes Anticipation Project Note, Series
2006, dated December 28, 2006, issued in respect of such costs, and the Catfish Creek
Watershed Improvements., and evidences amounts payable under a certain Loan and
Disbursement Agreement (includes a portion as a forgivable loan), dated as of the date
hereof, in conformity to a Resolution of the Council of said City duly passed and
approved. For a complete statement of the revenues and funds from which and the
conditions under which this Note is payable, a statement of the conditions under which
additional notes or bonds of equal standing may be issued, and the general covenants and
provisions pursuant to which this Note is issued, reference is made to the above-described
Loan and Disbursement Agreement and Resolution.
This Note is subject to optional redemption at a price of par plus accrued interest
(i) on any date upon receipt of written consent of the Iowa Finance Authority or (ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any optional
redemption of this Note may be made from any funds regardless of source, in whole or
from time to time in part, in inverse order of maturity, by lot by giving thirty (30) days'
notice of redemption by certified or registered mail, to the Iowa Finance Authority (or
any other registered owner of the Note). This Note is also subject to mandatory
redemption as set forth in Section 5 of the Agreement.
Ownership of this Note may be transferred only by transfer upon the books kept
for such purpose by the City Treasurer, Dubuque, Iowa, the Registrar. Such transfer on
the books shall occur only upon presentation and surrender of this Note at the office of
the Registrar, together with an assignment duly executed by the owner hereof or his duly
authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves
the right to substitute the Registrar and Paying Agent but shall, however, promptly give
notice to registered Noteholders of such change. All Notes shall be negotiable as
provided in Article 8 of the Uniform Commercial Code and subject to the provisions for
registration and transfer contained in the Note Resolution.
This Note and the series of which it forms a part, other notes 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 Notes, as provided in the Resolution
of which notice is hereby given and is hereby made a part hereof, are payable from and
secured by a pledge of the Net Revenues of the Stormwater Utility (the "System"), as
defined and provided in said Resolution. There has heretofore been established and the
City covenants and agrees that it will maintain just and equitable rates or charges for the
use of and service rendered by said System in each year for the payment of the proper
and reasonable expenses of operation and maintenance of said System and for the
establishment of a sufficient sinking fund to meet the principal of and interest on this
series of Notes, and other notes ranking on a parity therewith, as the same become due.
This Note is not payable in any manner by taxation and under no circumstances shall the
City be in any manner liable by reason of the failure of said net earnings to be sufficient
for the payment hereof.
And it is hereby represented and certified that all acts, conditions and things
requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had,
to be done, or to be performed precedent to the lawful issue of this Note, have been
existent, had, done and performed as required by law.
IN TESTIMONY WHEREOF, said City by its City Council has caused this Note
to be signed by the manual signature of its Mayor and attested by the manual signature of
its Clerk, with the seal of said City impressed hereon, and authenticated by the manual
signature of an authorized representative of the Registrar, the City Treasurer, Dubuque,
Iowa.
(SEAL)
City Clerk
CITY OF DUB QUE, IOWA
By:
Mayor
Date of authentication:
This is one of the Notes described in the within mentioned Resolution, as registered by
the City Treasurer
CITY TREASURER, Registrar
By:
Authorized Sig 'c ure
Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. )
the within Note and does hereby irrevocably constitute and appoint
attorney in fact to transfer the said Note on the books kept for registration of the within
Note, with full power of substitution in the premises.
Dated
SIGNATURE
GUARANTEED
(Person(s) executing this Assignment sign(s) here)
IMPORTANT - READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written
upon the face of the certificate(s) or Note(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 Note 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 Note,
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
(Cost) (Minor)
under Iowa Uniform Transfers
to Minors Act
(State)
01119768-1\10422-146
Loan summa
N
Estimated Amortization Schedule
City of Dubuque
Storm Water Revenue Bond
GNS10-5
Loan Closing Date
Final Disbursement Date
Final Maturity Date
Loan Period in Years
Total Loaned Amount
Initiation Fee
Net Proceeds to Borrower
Annual Interest Rate
Total lnterest
Servicing Fee Rate
Total Servicing Fees
Total Loan Costs
Forgivable
Total Loaned less forgivable
Jun 19, 2015
Oct 13, 2017
Jun 1, 2037
20
$ 29,541,000.00
100,000.00
$ 29,441,000.00
1.75%
$ 5,323,877.23
0.25
$ 750,749.94
$ 6,174,627.17
20%
$ 23,632,800.00
Initiation Fee -
P & D Payoff -
Estimated Draw #1 -
Estimated Draw #2 -
Estimated Draw #3 -
Estimated Draw #4 -
Estimated Draw #5 -
Estimated Draw #6 -
Estimated Draw #7 -
Estimated Draw #8 -
Estimated Draw #9 -
Estimated Draw #10 -
Held for Final Docs -
Estimated Draw Schedule
Jun 19, 2015
Jun 19, 2015
Jun 19, 2015
Sep 18, 2015
Dec 18, 2015
Mar 18, 2016
Jun 17, 2016
Sep 16, 2016
Dec 16, 2016
Mar 17, 2017
Jun 16, 2017
Sep 15, 2017
Oct 13, 2017
Total Loaned Amount
Amount Forgiven - Oct 13, 2017
100,000.00
617, 821.01
7,000,000.00
4,500,000,00
800,000.00
700,000.00
5,250,000.00
3,500,000.00
2,350,000.00
700,000.00
3,300,000.00
718,178.99
5,000.00
29,541,000.00
5,908,200.00
SRF
TATE
Payment Beginning
Date Balance Principal Interest
Servicing
Fee
Total Loan Total Annual Debt
Payment Service
Ending
Balance
Dec 1, 2015
Jun 1,2016
Dec 1, 2016
Jun 1 2017
Dec 1, 2017
Jun 1, 2018
Dec 1, 2018
Jun 1, 2019
Dec 1,2019
Jun 1, 2020
Dec 1, 2020
Jun 1, 2021
Dec 1, 2021
Jun 1, 2022
Dec 1, 2022
Jun 1, 2023
Dec 1, 2023
Jun 1, 2024
Dec 1, 2024
Jun 1, 2025
Dec 1, 2025
Jun 1, 2026
Dec 1, 2026
Jun 1, 2027
Dec 1, 2027
Jun 1, 2028
Dec 1, 2028
Jun 1, 2029
Dec 1, 2029
Jun 1, 2030
Dec 1, 2030
Jun 1, 2031
Dec 1, 2031
Jun 1, 2032
Dec 1, 2032
Jun 1, 2.033
Dec 1, 2033
Jun 1, 2034
Dec 1, 2034
Jun 1, 2035
Dec 1, 2035
Jun 1, 2036
Dec 1, 2036
Jun 1, 2037
12,217,821.01
13,717 821.01
22,467,821.01
25,517 821 01
23,632,800.00
23,632,800.00 472,800.00
23,160,000.00
23,160 000.00 1,014 000.00
22,146,000.00
22,146,000.00
21,112,000.00
21,112,000.00 1,055,000.00
20,057,000.00
20,057,000.00 1,076,000.00
18,981,000.00
18,981,000.00 1,097, 000.00
17,884,000.00
17,884,000.00 1,119,000.00
16,765,000.00
16,765,000.00 1,142, 000.00
15,623,000.00
15,623,000.00 1,165,000.00
14,458,000.00
14,458,000.00 1,188,000.00
13,270,000.00
13,270 000.00 1,212,000.00
12,058,000.00
12,058,000.00 1,236,000.00
10,822,000.00
_ .
1.0,88 22 000.00 1,261,000.00
9,561,000.00
9,561,000.00 1,286,000.00
8,275,000.00
8,275,000.00 1,312,000.00
6,963,000.00
6,963,000.00
5,625,000.00
5,625,000.00
4,260,000.00
4,260,000.00
2,868,000.00
2,868,000.00
1,448,000.00
1,448,000.00
1,034 000.00.
1,338,000.00
1,365, 000.00
1, 392, 000.00
1,420,000.00
1,448,000.00
76,746.59
115,728.85
174,645.52
217,960.45
238,628.82
206,787.00
202,650.00
202,650 00
193,777.50
193,777.50
184,730.00
184,730.00
175,498.75
175,498.75
166,083.75
166,083.75
156,485.00
156,485.00
146,693.75
146,693.75
136,701.25
136,701.25
126,507.50
126,507.50
116,112.50
116,112.50
105,507.50
105,507.50
94,692.50
94,692.50
83,658.75
83,658.75
72,406.25
72,406.25
60,926.25
60,926.25
........... .
49,218.75
49, 218.75
37,275.00
37,275.00
25,095.00
25,095.00
12,670.00
12,670.00
10,963.80
16,532.69
19,529.03
26 753.59
34,089.83
29,541.00
..............
28,950.00
28 950.00
27,682.50
27,682.50
26,390.00
26,390.00
25,071.25
25,071.25
23,726.25
23,726.25
22,355.00
22,355.00
20,956.25
20,956.25
19, 528.75
19,528.75
18,072.50
18,072.50
16,587.50
16,587.50
15,072.50
15,072.50
13,527.50
13,527.50
11,951.25
11,951.25
10,343.75
10,343.75
8,703.75
8,703.75
7,031.25
7,031.25
5,325.00
5,325.00
3,585.00
3,585.00
1,810.00
1,810.00
87,710.39
132,261.54
194,174.55
244,714.04
272,718.65
709,128.00
231,600.00
1,245,600.00
221,460.00
1,255,460.00
211,120.00
1,266,120,00
200,570.00
1,276,570.00
189,810.00
1,286,810.00
178,840.00
1,297,840.00
167,650.00
1,309,650.00
156,230.00
1,321,230.00
144,580,00
1,332,580.00
132,700.00
1,344,700.00
120,580.00
1, 356, 580.00
..... .... .
108,220.00
1,369,220.00
95,610.00
1,381,610.00
82,750.00
1,394,750.00
69,630.00
1,407,630.00
56,250.00
1,421,250.00
42,600.00
1,434,600.00
28,680.00
1,448,680.00
14,480.00
1,462,480.00
981,846.65
1,477,200.00
1476,920.00
1,477,240.00
1,477,140.00.
1,476,620.00
1,476,680.00
1,477, 300.00
1,477,460.00
1,477,160.00
1,477,400.00
1,477,160.00
1,477,440.00
1,477,220.00
1,477,500.00
1,477,260.00
1,477,500.00
1,477,200.00
1,477,360.00
1,476,960.00
12,217,821.01
13,717,821.01
22,467,821.01
25,517,821.01
23,632,800.00
23,160,000.00
23,160,000.00
22,146,000.00
22,146,000.00
21,112,000.00
21,112,000.00
20,057 000.00
20,057,000.00
18,981,000.00
18,981,000.00
17,884,000.00
17,884 000.00
16,765,000.00
16 765,000.00
15,623,000.00
15,623,000.00
14,458,000.00
14,458,000.00
13,270,000.00
13,270,000.00
12 058,000.00
12,058,000.00
10,822,000.00
10,822,000.00
9,561,000.00
9,561, 000.00
8,275,000.00
8,275,000.00
6,963,000.00
6,963,000.00
5,625,000.00
5,625,000.00
4,260,000.00
4,260,000.00
2,868,000.00
2,868,000.00
1,448,000.00
1,448,000.00
0.00
INVESTING IN IOWA'S WATER
As of 6/10/2015 www.iowasrf.com
LOAN AND DISBURSEMENT AGREEMENT
$29,541,000 STORMWATER UTILITY REVENUE CAPITAL LOAN NOTE, SERIES 2015B
(INCLUDES A PORTION AS A FORGIVABLE LOAN)
This Loan and Disbursement Agreement (the "Agreement") is made and entered into as
of June 19, 2015, by and between the City of Dubuque, Iowa (the "Participant") and the Iowa
Finance Authority, an agency and public instrumentality of the State of Iowa (the "Issuer").
WHEREAS, the Issuer, in cooperation with the Iowa Department of Natural Resources
(the "Department"), is authorized to undertake the creation, administration and financing of the
Iowa Water Pollution Control Works Financing Program (the "Program") established in Iowa
Code Sections 16.131 through 16.135 and Sections 455B.291 through 455B.299, including,
among other things, the making of loans to Iowa municipalities for purposes of the Program; and
WHEREAS, the Participant desires to participate in the Program as a means of financing
all or part of the construction of certain wastewater treatment facilities serving the Participant
and its residents; and
WHEREAS, to assist in financing the Project (defined herein), the Issuer desires to make
a loan to the Participant in the amount set forth in Section 2 hereof; and
WHEREAS, pursuant to Federal requirements applicable to the Federal Fiscal Year 2010
Capitalization Grants, the Issuer desires to make a portion of such loan to the Participant
forgivable, pending satisfaction of Program requirements, all as forth in Section 16 hereof;
NOW, THEREFORE, the parties agree as follows:
Section 1. Definitions. In addition to other definitions set forth herein, the following
terms as used in this Agreement shall, unless the context clearly requires otherwise, have the
following meanings:
(a) "Bonds" shall mean any State Revolving Fund Revenue Bonds that were
or in the future are issued by the Issuer for the purpose of providing moneys to finance
the Loan to the Participant.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
all lawfully promulgated regulations thereunder.
(c) "Project" shall mean the particular construction activities approved by the
Department and being undertaken by the Participant with respect to its Wastewater
Treatment System, as described in the Resolution.
(d) "Regulations" shall mean the administrative rules of the Department
relating to the Program, set forth in Title 567, Chapter 92 of the Iowa Administrative
1
Code, and the administrative rules of the Issuer relating to the Program set forth in Title
265, Chapter 26 of the Iowa Administrative Code.
(e) "Resolution" shall mean the resolution of the Council of the Participant,
adopted on June 15, 2015, approving and authorizing the execution of this Agreement
and the issuance of the Revenue Bond (defined herein).
(f) "Wastewater Treatment System" shall mean the wastewater treatment
system of the Participant, all facilities being used in conjunction therewith and all
appurtenances and extensions thereto, including but not limited to the wastewater
treatment system project which the Participant is financing under this Agreement.
Section 2. Loan; Purchase of Revenue Bond. The Issuer agrees to purchase a duly
authorized and issued storm water utility revenue capital loan note of the Participant (the
"Revenue Bond") in order to make a loan to the Participant, and will disburse proceeds as set
forth herein. The Participant agrees to borrow and accept from the Issuer, a loan in the principal
amount of $29,541,000 (the "Loan").
The Participant shall use the proceeds of the Loan strictly (a) to finance a portion of the
costs of construction of the Project and (b), where applicable, to reimburse the Participant for a
portion of the costs of the Project, which portion was paid or incurred in anticipation of
reimbursement through the Program and which is eligible for such reimbursement under and
pursuant to the Regulations and the Code.
Section 3. Disbursements. Proceeds of the Loan shall be made available to the
Participant in the foul' of one or more periodic disbursements as provided in this Section. The
Issuer thereafter shall make disbursements of a portion of the Loan for payment of costs of the
Project upon receipt of the following:
(a) a completed payment request on a form acceptable to and available from
the Issuer;
(b) current construction payment estimates;
(c) engineering service statements;
(d) purchase orders or invoices for items not included within other contracts;
and
(e) evidence that the costs for which the disbursement is requested have been
incurred.
Solely with respect to the request for the final disbursement of proceeds of the Loan, the
Participant shall submit to the Issuer, in addition to items (a) through (e) above, a certification of
completion and acceptance of the Project by the Participant or evidence of an acceptable
settlement if the Project is subject to a dispute between the Participant and any contractor.
2
Disbursements shall be made in a timely fashion following the receipt of the information
as set forth above. Unless otherwise agreed to in writing by the Issuer, funds shall be payable to
the Participant via automated clearinghouse system transfer to the account specified by the
Participant.
Section 4. Completion of Project. The Participant covenants and agrees (i) to exercise its
best efforts in accordance with prudent wastewater treatment utility practices to complete the
Project; and (ii) to provide from its own fiscal resources all monies, in excess of the total amount
of Loan proceeds it receives under the Agreement, required to complete the Project.
Section 5. Repayment of Loan; Issuance of Revenue Bonds. The Participant's obligation
to repay the Loan and interest thereon shall be evidenced by the Revenue Bond in the principal
amount of the Loan, complying in all material respects with the Regulations and being in
substantially the form set forth in the Resolution. The Revenue Bond shall be delivered to the
Issuer as the original purchaser and registered holder thereof at the closing of the Loan. The
Revenue Bond shall be accompanied by a legal opinion of bond counsel, in form satisfactory to
the Issuer, to evidence the legality, security position and tax-exempt status of interest on the
Revenue Bond. The parties agree that a payment of principal of or interest on the Revenue Bond
shall be deemed to be a payment of the same on the Loan and a payment of principal of or
interest on the Loan shall be deemed to be a payment of the same on the Revenue Bond. Unless
otherwise agreed to in writing by the Issuer, all payments of principal and interest due under the
Loan shall be made via automated clearinghouse transfer, from an account specified by the
Participant.
The Revenue Bond shall be dated the date of delivery to the Issuer, with interest and the
Servicing Fee (together, the "Interest Rate" as set forth in Section 6 hereof) payable
semiannually on June 1 and December 1 of each year (unless the resolution authorizing a
previous series of outstanding bonds on a parity with the Revenue Bond requires interest to be
paid on other interest payment dates, in which case such other dates shall apply) from the date of
each advancement of a part of the Loan from the Issuer to the Participant (which are initially
expected to be on approximately the dates set forth on Exhibit A attached hereto and
incorporated herein). The first repayment of principal of the Loan shall be due and payable not
later than one year after substantial completion of the Project and payments of principal, interest
and the Servicing Fee shall continue thereafter until paid in full. Following the final
disbursement of Loan proceeds to the Participant, Exhibit A shall be adjusted by the Issuer, (i)
with the approval of the Participant, based upon actual advances to the Participant under the
Agreement and final costs of the Project, and (ii) taking into account the forgiveness by the
Issuer of the portion of the Loan principal described in Section 16 below. Such revised Exhibit
A thereafter shall be deemed to be incorporated herein by reference and made a part hereof and
shall supersede and replace that initially attached hereto and to the Revenue Bond.
The Revenue Bond shall be subject to optional redemption by the Participant at a price of
par plus accrued interest (i) on any date upon receipt of written consent by the Issuer, or (ii) in
the event that all or substantially all of the Project is damaged or destroyed. Any such optional
redemption of the Revenue Bond by the Participant may be made from any funds regardless of
source, in whole or from time to time in part, upon not less than thirty (30) days notice of
3
redemption by e-mail, facsimile or by certified or registered mail to the Issuer (or any other
registered owner of the Revenue Bond). The Revenue Bond is also subject to mandatory
redemption in the event the costs of the Project are less than initially projected, in which case the
amount of the Loan shall be reduced to an amount equal to the actual Project costs advanced.
The Participant and the Issuer agree that following such adjustment, the principal amount due
under the Revenue Bond shall be automatically reduced to equal the principal amount of the
adjusted Loan (and that the principal amount of the adjusted Loan will take into account any
Loan forgiveness under Section 16 hereof).
The Revenue Bond and the interest thereon and any additional obligations as may be
hereafter issued and outstanding from time to time under the conditions set forth in the
Resolution shall be payable solely and only from the Net Revenues (as defined in the Resolution)
of the Wastewater Treatment System of the Participant, a sufficient portion of which has been
and shall be ordered set aside and pledged for such purpose under the provisions of the
Resolution. Neither this Agreement nor the Revenue Bond is a general obligation of the
Participant, and under no circumstance shall the Participant be in any manner liable by reason of
the failure of the aforesaid Net Revenues to be sufficient to pay the Revenue Bond and the
interest thereon or to otherwise discharge the Participant's obligation hereunder.
Section 6. Interest Rate, Initiation Fee and Servicing Fees. (a) The Participant agrees
to pay to the Issuer, as additional consideration for the Loan, a loan initiation fee (the "Initiation
Fee") equal to $100,000, which shall be due and payable on the date of this Agreement. Unless
the Issuer shall be otherwise notified by the Participant that the Participant intends to pay such
Initiation Fee from other funds, and has received such other funds from the Participant on the
date hereof, the Issuer shall be authorized to deduct the full amount of the Initiation Fee from the
proceeds of the Loan being made hereunder, and such deduction by the Issuer shall be deemed to
be an expenditure by the Participant of the Loan proceeds.
(b) The Participant agrees to pay a Loan servicing fee (the "Servicing Fee") to the Issuer
in an amount equal to 0.25% per annum of the principal amount of the Loan outstanding. The
Servicing Fee shall be paid as described in Section 5 and Section 6(c) hereof.
(c) The Loan shall bear interest at 1.75% per annum (the "Rate"). As described in
Section 5, payments hereunder shall be calculated based on the Rate plus the Servicing Fee (such
2.00%, the "Interest Rate").
Section 7. Compliance with Applicable Laws, Performance Under Loan Agreement;
Rates. The Participant covenants and agrees (i) to comply with all applicable State of Iowa and
federal laws, rules and regulations (including but not limited to the Regulations), judicial
decisions, and executive orders in the performance of the Agreement and in the financing,
construction, operation, maintenance and use of the Project and the Wastewater Treatment
System; (ii) to maintain its Wastewater Treatment System in good repair, working order and
operating condition; (iii) to cooperate with the Issuer in the observance and perfoiniance of their
respective duties, covenants, obligations and agreements under the Agreement; (iv) to comply
with all terms and conditions of the Resolution; and (v) to establish, levy and collect rents, rates
and other charges for the products and services provided by its Wastewater Treatment System,
4
which rents, rates and other charges shall be at least sufficient (A) to meet the operation and
maintenance expenses of such Wastewater Treatment System, (B) to produce and maintain Net
Revenues at a level not less than 110% of the amount of principal and interest on the Revenue
Bond and any other obligations secured by a pledge of the Net Revenues falling due in the same
year, (C) to comply with all covenants pertaining thereto contained in, and all other provisions
of, any bond resolution, trust indenture or other security agreement, if any, relating to any bonds
or other evidences of indebtedness issued or to be issued by the Participant, (D) to pay the debt
service requirements on any bonds, notes or other evidences of indebtedness, whether now
outstanding or incurred in the future, secured by such revenues or other receipts and issued to
finance improvements to the Wastewater Treatment System and to make any other payments
required by the laws of the State of Iowa, (E) to generate funds sufficient to fulfill the terms of
all other contracts and agreements made by the Participant, including, without limitation, the
Agreement and the Revenue Bond and (F) to pay all other amounts payable from or constituting
a lien or charge on the operating revenues of its Wastewater Treatment System.
Section 8. Exclusion of Interest from Gross Income. Unless otherwise agreed to by
the Issuer in writing, the Participant covenants and agrees as follows:
(a) The Participant shall not take any action or omit to take any action which
would result in a loss of the exclusion of the interest on the Bonds from gross income for
federal income taxation as that status is governed by Section 103(a) of the Code.
(b) The Participant shall not take any action or omit to take any action, which
action or omission would cause its Revenue Bond or the Bonds (assuming solely for this
purpose that the proceeds of the Bonds loaned to the Participant represent all of the
proceeds of the Bonds) to be "private activity bonds" within the meaning of Section
141(a) of the Code. Accordingly, unless the Participant receives the prior written
approval of the Issuer, the Participant shall not (A) permit any of the proceeds of the
Bonds loaned to the Participant or the Project financed with such proceeds to be used,
either directly or indirectly, in any manner that would constitute "private business use"
within the meaning of Section 141(b)(6) of the Code, taking into account for this purpose
all such use by persons other than governmental units on an aggregate basis, (B) use,
either directly or indirectly, any of the proceeds of the Bonds loaned to the Participant to
make or finance loans to persons other than governmental units (as such term is used in
Section 141(c) of the Code) or (C) use, either directly or indirectly, any of the proceeds of
the Bonds loaned to the Participant to acquire any "non-governmental output property"
within the meaning of Section 141(d)(2) of the Code.
(c) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds (or amounts replaced with such proceeds) or any other. funds or
take any action or omit to take any action, which use or action or omission would
(assuming solely for this purpose that the proceeds of the Bonds loaned to the Participant
represent all of the proceeds of the Bonds) cause the Bonds to be "arbitrage bonds"
within the meaning of Section 148(a) of the Code.
5
(d) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to pay the principal of or interest on any issue of State or local
governmental obligations ("refinancing of indebtedness") unless the Participant shall
establish to the satisfaction of the Issuer that such refinancing of indebtedness will not
adversely affect the exclusion from gross income of interest on the Bonds for federal
income tax purposes and the Participant delivers an opinion to such effect of bond
counsel acceptable to the Issuer.
(e) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to reimburse the Participant for any portion of the cost of the
Project unless such cost was paid or incurred by the Participant in anticipation of
reimbursement from the proceeds of the Bonds or other State or local governmental
borrowing in accordance with the Code, published rulings of the Internal Revenue
Service and the Regulations.
(f) The Participant shall not use the proceeds of the Bonds (assuming solely
for this purpose that the proceeds of the Bonds loaned to the Participant represent all of
the proceeds of the Bonds) in any manner which would cause the Bonds to be "federally
guaranteed" within the meaning of Section 149(b) of the Code or "hedge bonds" within
the meaning of Section 149(g) of the Code.
(g) The Participant shall comply with all provisions of the Code relating to the
rebate of any profits from arbitrage attributableto the Participant, and shall indemnify
and hold the Issuer harmless therefrom.
Section 9. Insurance; Audits; Disposal of Property. The Participant covenants and
agrees (a) to maintain insurance on, or to self -insure, the insurable portions of the Wastewater
Treatment System of a kind and in an amount which normally would be carried by private
companies engaged in a similar type of business, (b) to keep proper books and accounts adapted
to the Wastewater Treatment System, showing the complete and correct entry of all transactions
relating thereto, and to cause said books and accounts to be audited by an independent auditor or
the State Auditor (i) at such times and for such periods as may be required by the federal Single
Audit Act of 1984, OMB Circular A-133 or State law, and (ii) at such other times and for such
other periods as may be requested at any time and from time to time by the Issuer (which
requests may require an audit to be performed for a period that would not otherwise be required
to be audited under State law), and (c) not to sell, lease or in any manner dispose of the
Wastewater Treatment System, or any capital part thereof, including any and all extensionsand
additions which may be made thereto, until the Revenue Bond shall have been paid in full or
otherwise discharged as provided in the Resolution; provided, however, that the Participant may
dispose of any property which in the judgment of its governing body is no longer useful or
profitable to use in connection with the operation of the Wastewater Treatment System or
essential to the continued operation thereof
Section 10. Maintenance of Documents; Access. The Participant agrees to maintain
separate financial records, in accordance with generally accepted government accounting
6
standards for construction cost accounting, operating revenue of the Wastewater Treatment
System and Loan repayments.
The Participant agrees to permit the Issuer or its duly authorized representative access to
all files and documents relating to the Project for purposes of conducting audits and reviews in
accordance with any of the Regulations.
Section 11. Continuing Disclosure. As a means of enabling the Issuer to comply with
the "continuing disclosure" requirements set forth in Rule 15c2-12 (the "Rule") of the Securities
and Exchange Commission, the Participant agrees, during the term of the Loan, to provide the
Issuer with (i) the comprehensive audit report of the Participant, prepared and certified by an
independent auditor or the State Auditor not later than 180 days after the end of each fiscal year
for which the report was prepared and (ii) such other information and operating data as the Issuer
may reasonably request from time to time with respect to the Wastewater Treatment System, the
Project or the Participant.
The Participant hereby consents to. the inclusion of all or any portion of the foregoing
information and materials in a public filing made by the Issuer under the Rule. The Participant
agrees to indemnify and hold harmless the Issuer, and its officers, directors, employees and
agents from and against any and all claims, damages, losses, liabilities, reasonable costs and
expenses whatsoever (including attorney fees) which such indemnified party may incur by
reason of or in connection with the disclosure of information permitted under this Section;
provided that no such indemnification shall be required for any claims, damages, losses,
liabilities, costs or expenses to the extent, but only to the extent, caused by the willful
misconduct or gross negligence of the Issuer in the disclosure of such information.
Section 12. Events of Default. If any one or more of the following events occur, it is
hereby defined as and declared to constitute an "Event of Default" under this Agreement:
(a) Failure by the Participant to pay, or cause to be paid, any Loan repayment
(including the Servicing Fee) required to be paid under this Agreement when due, which
failure shall continue for a period of fifteen (15) days.
(b) Failure by the Participant to make, or cause to be made, any required
payments of principal, redemption premium, if any, and interest on any bonds, notes or
other obligations of the Participant (other than the Loan and the Revenue Bond), the
payment of which are secured by operating revenues of the Wastewater Treatment
System.
(c) Failure by the Participant to observe and perform any duty, covenant,
obligation or agreement on its part to be observed or performed under the Agreement or
the Resolution, other than the obligation to make Loan repayments, which failure shall
continue for a period of thirty (30) days after written notice, specifying such failure and
requesting that it be remedied, is given to the Participant by the Issuer, unless the Issuer
shall agree in writing to an extension of such time prior to its expirationor the failure
stated in such notice is correctable but cannot be corrected in the applicable period, in
7
which case the Issuer may not unreasonably withhold its consent to an extension of such
time up to one hundred twenty (120) days from the delivery of the written notice referred
to above if corrective action is commenced by the Participant within the applicable period
and diligently pursued until the Event of Default is corrected.
Section 13. Remedies on Default. Whenever an Event of Default shall have occurred
and be continuing, the Issuer shall have the right to take any action authorized under the
Regulations, the Revenue Bond or this Agreement and to take whatever other action at law or
equity may appear necessary or desirable to collect the amounts then due and thereafter to
become due under the Agreement or to enforce the performance and observance of any duty,
covenant, obligation or agreement of the Participant under the Agreement or the Resolution.
Section 14. Amendments. This Agreement may not be amended, supplemented or
modified except by a writing executed by all of the parties hereto.
Section 15. `Termination. The Participant understands and agrees that the Loan may
be terminated at the option of the Issuer if construction of the Project has not commenced within
one year of the date of execution of this Agreement, all as set forth in the Regulations.
Section 16. Principal Forgiveness. Notwithstanding any provision of this Agreement
to the contrary, following completion of the Project and receipt by the Issuer of a certificate of
completion from the Participant, a portion of the Loan in an amount equal to the forgiveness
percentage identified in Exhibit A applied to the aggregate amount of disbursements under the
Loan (the "Principal Forgiveness") shall be forgiven by the Issuer, and no payments of principal
or interest shall be due with respect to the Principal Forgiveness after the date of such Principal
Forgiveness (provided, however, that any accrued interest due on such portion up to, but not
including, the date of such forgiveness shall be paid as otherwise required by under this
Agreement). The Issuer will provide written notification to the Participant of the applicable
Principal Forgiveness, which notification may be in the form of the final Exhibit A delivered
pursuant to Section 5.
Section 17. Rule of Construction. This Agreement is executed pursuant to the
provisions of Section 384.24A of the Code of Iowa and shall be read and construed as
conforming to all provisions and requirements of that statute.
In the event of any inconsistency or conflict between the terms and conditions of the
Revenue Bond and this Agreement or the Regulations, the parties acknowledge and agree that
the teams of this Agreement or the Regulations, as the case may be, shall take precedence over
any such terms of the Revenue Bond and shall be controlling, and that the payment of principal
and interest on the Loan shall at all times conform to the schedule set forth on Exhibit A, as
adjusted, and the Regulations.
Section 18. Federal Requirements. The Participant agrees to comply with all
applicable federal requirements including, but not limited to, Davis -Bacon wage requirements
and the requirements under the heading "Use of American Iron and Steel" set forth in Division
G, Title IV of H.R. 3547 ("Consolidated Appropriations Act, 2014"), with respect to the use of
American iron and steel products.
Section 19. Repayment of Planning and Design Loan. The Participant entered into an
Interim Loan and Disbursement Agreement with the Issuer to provide funds to pay the costs of
planning and designing the Project. The Participant agrees to repay the Interim Loan and
Disbursement Agreement on the date of this Agreement. Unless the Participant notifies the
Issuer that the Participant intends to repay the Interim Loan and Disbursement Agreement from
other funds, and the Issuer has received such other funds from the Participant on the date hereof,
the Issuer shall be authorized to deduct the full amount due under the Interim Loan and
Disbursement Agreement from the proceeds of the Loan being made hereunder, and such
deduction by the Issuer shall be deemed to be an expenditure by the Participant of the Loan
proceeds.
9
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
CITY OF DUBUQUE, IOWA
By:
Attest:
[Participant Signature Page to LDA]
IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first
above written.
IOWA FINANCE AUTHORITY
By:
Its: Executive Director
[IFA Signature Page to LDA]
EXHIBIT A
ESTIMATED ADVANCEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
01119855-1\10422-146
5,908,200.00 I
Estimated Amortization Schedule
City of Dubuque
Storm Water Revenue Bond
GNS10-5
Loan summary Estimated Draw Schedule
Loan Closing Date Jun 19, 2015 Initiation Fee - Jun 19, 2015
Final Disbursement Date Oct 13, 2017 Pi& D Payoff- Jun 19, 2015
Final Maturity Date Jun 1, 2037 Estimated Draw # 1- Jun 19, 2015
Loan Period in Years 20 Estimated Draw #2- Sep 18, 2015
Total Loaned Amount $ 29,541,000.00 Estimated Draw #3- Dec 18, 2015
Initiation Fee 100,000.00 Estimated Draw #4- Mar 18, 2016
Net Proceeds to Borrower $ 29,441,000.00 Estimated Draw #5- Jun 17, 2016
Annual Interest Rate 1.75% Estimated Draw #6- Sep 16, 2016
Total Interest $ 5,323,877.23 Estimated Draw #7- Dec 16, 2016
Servicing Fee Rate 0.25% Estimated Draw #8- Mar 17, 2017
Total Servicing Fees $ 750,749.94 Estimated Draw #9- Jun 16. 2017
Total Loan Costs $ 6,174,627.17 Estimated: Draw #10- Sep 15, 2017
Held for Final Docs - Ocf 13, 2017
Total Loaned Amount
% Forgivable
Total Loaned Tess forgivable
20%
$ 23,632,800.00
Amount Forgiven - Oct 13, 2017
100,000.00
617,821.01
7,000,000.00
4,500,000.00
800,000.00
700,000.00
5,250,000.00
3,500,000.00
2,350,000.00
700, 000.00
3,300,000.00
718,178.99
5,000.00
29,541,000.00
Payment Beginning Servicing Total Loan Total Annual Debt Ending
Date Balance Principal Interest Fee Payment Service Balance
Dec 1, 2015 12,217,821.01 76,746.59 10,963.80 87,710.39 12,217,821.01
Jun 1, 2016 13,717,821.01 115,728.85 16,532.69 132261.54 13,717,821.01
Dec 1, 2016 22,467,821.01 174,645.52 19,529.03. 194,174.55 22,467,821.01
Jun 1, 2017 25,517,821.01 217,960.45 26 753.59 244,714.04 25,517,821.01
Dec 1, 2017 23,632,800.00 238,628.82 34,089.83 272,718.65 23,632,800.00
Jun 1, 2018 23,632,800.00 472,800.00 206,787.00 . 29,541.00 709,128.00 981,846.65 23,160,000.00
Dec 1, 2018 23,160,000.00 202,650.00 28,950.00 231,600.00 23,160,000.00
Jun 1, 2019 23,160,000.00 1,014,000.00 202,650.00 28 950.00 1,245,600.00 1,477,200.00 22,146000.00
Dec 1, 2019 22,146,000.00 193,777.50 27,682.50 221,460.00 22,146,000.00
Jun 1, 2020 22,146,000:00 1,034,000.00 193,777.50 27,682.50 1,255,460.00 1,476,920.00 21,112,000.00
Dec 1, 2020 21,112,000.00 184,730.00 26,390.00 211,120,001 21,112,000.00
_Jun 1, 2021 21,112,000.00 1,055,000.00 184,730.00 26,390.00 1,266,120.00 1,477,240,00 20,057,000.00
Dec 1, 2021 20,057,000.00 175,498.75 25 071.25 200,570.00 20,057,000.00
Jun 1, 2022 20,057,000.00 1,076,000.00 175,498.75 25,071.25 1,276,570.00 1,477,140.00 18,981,000.00
Dec 1, 2022 18,981,000.00 166,083.75 23,726.25 189,810.00 18,981,000.00
Jun 1, 2023 18,981,000.00 1,097,000.00 166,083.75 23,726.25 1286,810.00 1,476,620.00 17,884,000.00
Dec 1, 2023 17,884,000.00 156,485.00 22,355.00 178,840.00 17,884,000.00
Jun 1, 2024 17,884,000.00 1,119,000.00 156,485.00 22,355.00 1,297,840.00 1,476,680.00 16,765,000.00
Dec 1, 2024 16,765,000.00 146,693.75 20,956.25 167,650.00 16,765,000.00
Jun 1, 2025 16,765,000.00 1,142,000.00 146,693.75 20,956.25 1,309,650 00 1,477,300.00 15,623,000.00
Dec 1, 2025 15,623,000.00 136,701.25 19,528.75 156,230.00 15,623,000.00
Jun 1, 2026 15,623,000.00 1,165,000.00 136,701.25 19,528.75 1,321,230.00 1,477,460.00 14,458,000.00
Dec 1, 2026 14,458,000.00 126,507.50 18 072.50 144,580.00 14,458,000.00
Jun 1,:2027 14,458,000.00 1,188,000.00 126,507.50 18,072.50 1,332,580.00 1,477,160.00 13,270,000.00
Dec 1, 2027 13,270,000.00 116,112.50 16,587.50 132,700.00 13,270,000.00
Jun 1, 2028 13,270,000.00 1,212,000.00 116,112.50 16,587.50 1,344,700.00 1,477,400.00 12,058,000.00
Dec 1, 2028 12,058,000.00 105,507.50 15,072.50 120,580.00 12,058,000.00
Jun 1, 2029 12,058,000.00 1,236,000.00 105,507.50 15,072.50 1,356,580.00 1,477,160.00 10,822,000.00
Dec 1, 2029 10,822,000.00 94,692.50 13,527.50 108,220.00 10,822,000.00
Jun 1, 2030 10,822,000.00 1,261,000.00 94,692.50 13,527.50 1,369,220.00 1,477,440.00 9,561,000.00
Dec 1, 2030 9,561,000.00 83,658.75 11,951.25 95,610.00 9,561,000.00
Jun 1, 2031 9,561,000:00 1,286,000.00 83,658.75 11,951.25 1,381,610.00 1,477,220.00 8,275,000.00
Dec 1, 2031 8,275,000.00 72,406.25 10,343.75 82,750.00 8,275,000.00
Jun 1, 2032 8,275,000.00 1,312,000.00 72,406.25 10,343.75 1,394,750.00 1,477,500.00 6,963,000.00
Dec 1, 2032 6,963,000.00 60,926.25 8,703.75 69,630.00 6,963,000.00
Jun 1,2033 6,963,000.00 1,338,000.00 60,926.25 8,703.75 1,407,63000 1,477,260.00 5,625,000.00
Dec 1, 2033 5,625,000.00 49,218.75 7,031.25 56,250.00 5,625,000.00
Jun 1, 2034 5,625,000.00 1,365,000.00 49,218.75 7,031.25 1,421,250.00 1,477,500.00 4,260,000.00
Dec 1, 2034 4,260,000.00 37,275.00 5,325.00 42,600.00 4,260,000.00
Jun 1, 2035 4,260,000.00 1,392,000.00 37,275.00 5,325.00 1,434,600.00 1,477,200.00 2,868,000.00
Dec 1, 2035 2,868,000.00 25,095.00 3,585.00 28,680.00 2,868,000.00
Jun 1,2036 2,868,000.00 1,420,000.00 25,095.00 3,585.00 1,448,680.00 i 1,477,360.00 1,448,000.00
Dec 1, 2036 1,448,000.00 12,670.00 1,810.00 14,480.00 .1,448,000.00
Jun 1, 2037 1,448,000.00 1,448,000.00 12,670.00 1,810.00 1,462,480.00 1,476,960.00 0.00
INVESTING IN IOWA'S WATER
As of 6110/2015 wr w.iowasrf.com
AHLERS COONEY, P.C.
100 COURT AVENUE, SUITE 600
DES MOINES, IOWA 50309-2231
PHONE 515-243-7611
FAX: 515-243-2149
WWW.AHLERSLAW.COM
William J. Noth
wnoth@ahlerslaw.com
August 3, 2015
Mt Ken TeKippe
Finance Director
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001-4864
RE: $29,541,000 Stormwater Utility Revenue Capital Loan Notes
Series 2015B
Dear Mr. TeKippe:
Direct Dial:
(515)246.0332
With this letter I am enclosing an Affidavit of Mailing prepared with respect to the
tiling of the amended Form 8038-G with the Internal Revenue Service, together with
attached postage certifications and a copy of the filing itself. This should complete your
file with respect to this issue.
If you have any questions, please dont hesitate to call me.
WJN: do
encl.
01134183-1110422-146
Very truly yours,
William J. Noth
AMENDED RETURN EXPLANATION
Issuer: City of Dubuque, State of Iowa
MN: 42-6004596
Date of Issue: June 19, 2015
Name of Issue: Stormwater Utility Revenue Capital Loan Note, Series 2015B
The 8038-G originally filed for this issue inadvertently did not include the following
information, which is now included:
• The weighted average maturity in Part III, Box 21(d). The weighted average maturity is
11.255 years.
• The amount of proceeds used for bond issuance costs in Part IV, Box 24. The amount of
proceeds used for bond issuance costs is $125,000.
• The amount of proceeds used to currently refund prior issues in Part IV, Box 27. The
amount of proceeds used to currently refund prior issues is $617,821.
• The total in Part IV, Box 29. The total to be included is $742,821.
• The nonrefunding proceeds of the issue in Part IV, Box 30. The amount of nonrefunding
proceeds is $28,798,179.
• The remaining weighted average maturity of the bonds to be currently refunded in Part V,
Box 31. The remaining weighted average maturity of the bonds to be currently refunded
is 0.
• In Part VI, Box 44(a), the box to check use of the proceeds for reimbursing expenditures
has been unchecked.
In addition, an asterisk has been added behind the issue price, noting that the figure includes
$5,908,200 of principal to be forgiven upon completion of construction pursuant to the loan
terms.
No other changes have been made.
01135182-1\10422-146
Form 8038-G
(Rev. September 2011)
Department of the Treasury
Internal Revenue Service
Information Return for Tax -Exempt Governmental Obligations
! Under Internal Revenue Code section 149(e)
1 See separate instructions.
Caution: If the issue price is under $100,000, use Form 8038 -GC.
OMB No. 1545-0720
Reporting Authority
If Amended Return, check here 11,-
1
1 Issuer's name
CITY OF DUBUQUE IOWA .
2 Issuer's employer identification number (EIN)
42-6004596
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)
3b Telephone number of other person shown on 3a
4 Number and street (or P.O. box if mail is not delivered to street address)
50 W. 13th Street
Room/suite
5 Report number (For IRS Use Only)
13 I.
6 City, town, or post office, state, and ZIP code
Dubuque, Iowa 52001
7 Date of issue
June 19, 2015
8 Name of issue9
Stormwater Utility Revenue Capital Loan Note, Series 2015B
CUSIP number
NIA
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
instructions)
Ken TeKippe, Finance Director
10b Telephone number of officer or other
employee shown on 10a
563-589-4100
Ty e of Issue (enter( theisse
rice), Bee the instructions and attach schedule.
11 Education . . . . . . . . . . . . . . . . . . . . . . . . . .
12 Health and hospital12
13. Transportation
14 Public safety
15 Environment (including sewa9e bonds)
1.6 Housing
17 Utilities
18 Other. Describe P
11
13
14
15
29,541,000'
16
17
18
€.
yhR
19 If obligations are TANs or RANs, check only box 19a ► ❑*fir
If obligations are BANs, check only box 19b ► ■
20 If obligations are in the form of a lease or installment sale, check box ► ■
Part '11I Description of Obligations. Complete for the entire issue for which this form is being filed.
21
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
06/01/2037
$ 29,541,000`
$ 29,541,000`
11.255 years
1.75 %
Part IV
Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest
23 Issue price of entire issue (enter amount from line 21, column (b)) . .
24 Proceeds used for bond issuance costs (including underwriters' discount) . .
.
24
. . . . .
125,000
.
22
0
23
29,541,000`
00
742,821
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
617,821
t,
28 Proceeds used to advance refund prior issues
28
29 Total (add lines 24 through 28)
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) .30
29
28,798,179
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 . . ►
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . 10-
33
33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) '. 06/19/2015
years
years
34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions.
12/28/2006
Cat. No. 63773S
Form 8038-G (Rev. 9-2011)
* Includes $5,908,,200 of principal to be forgiven upon completion
of construction pursuant to loan terms.
Form 8038-0 (Rev. 9-2011)
Page 2
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . .
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions)
b Enter the final maturity date of the GIC 0-
c
c Enter the name of the GIC provider to -
37
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ►
b Enter the date of the master pool obligation 11-
c
c Enter the EIN of the issuer of the master pool obligation -
d Enter the name of the issuer of the master pool obligation ► Iowa Finance Authority
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 Mo-
d
d Term cf.hedge-?-
42
edge-.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 ► L1
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
35
36a
37
❑✓ and enter the following information:
52-1699886
Signature
and
Consent
Paid
Preparer
Use Only
Under penalties of perjury; I declare that I'have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete. I further declare that 1 consent to the IRS's disclosure of the issuer's return information, as necessary to
pr ess ry' return, to the person that I have authorized above. •
ure of issuer :uthorized'representative Date
Ken TeKippe, Finance Director
Type or print name and title
Print/Type preparer's name Preparer's signature
William 1. NothV�
Firm's name n Ahlers & Cooney, P.C.
Date
7.13•ts
❑
PTIN
P01074841
42-1323559
515-243-7611
Form 8038-G (Rev. 9-2011)
Check if
self-employed
Firm's address ► 100 Court Avenue, Suite 600, Des Moines, Iowa 50309
Firm's EIN .P-
Phone
►Phone no.
AFFIDAVIT OF MAILING
STATE OF IOWA )
) SS:
COUNTY OF POLK )
I, William J. Noth, do hereby certify that at the request of the City of Dubuque,
Iowa, I caused to be mailed a copy of the foregoing Internal Revenue Service Information
Return for Tax -Exempt Governmental Obligations, amended Form 8038-G ($29,541,000
Stormwater Utility Revenue Capital Loan Notes, Series 2015B, by mailing via United
Parcel Service overnight delivery, properly addressed to:
Department of the Treasury
Internal Revenue Service Center
1160 West 12th Street
Ogden, UT 84201-0999
such mailing being by United Parcel Service Overnight Mail, Tracking Number
1Z5E21760291589998 the date of certification being June 29, 2015, all as shown by the
attached Proof of Delivery.
kg
Dated at Des Moines, Iowa, this 3 day of
, 2015.
William J. Noth
Subscribed and sworn to by the aforementioned William J. nth before me a
Notary Public in and for the State of Iowa, this day of , i,e... t
2015.
(SEAL)
Notary Public `'
UPS: Tracking Information
Proof of Delivery
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Dear Customer,
This notice serves as proof of delivery for the shipment listed below.
Tracking Number: 1Z5E21760291981938
Reference Number(s): 10422.146
Service: UPS 2nd Day Air®
07/27/2015
Shipped/Billed On:
Delivered On:
Delivered To:
Signed By:
07/29/2015 10:36 A.M.
1973 RULON WHITE BLVD
OGDEN, UT, US 84404
ERICSON
Left At: Dock
Thank you for giving us this opportunity to serve you.
Sincerely,
UPS
Tracking results provided by UPS: 07/30/2015 9:32 A.M. ET
Priv: C_.Iosc,.:VUndpw
�cr
https://wwwapps.ups.com/WebTracking/processPOD?Requester=WS...
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