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Complete Action on Issuance of $3,498,000 Sewer Utility Revenue Capital Loan Notes Copyrighted July 5, 2017 City of Dubuque Consent Items # 9. ITEM TITLE: Complete Action on Issuance of$3,498,000 Sewer Utility Revenue Capital Loan Notes, Series 2017 (State Revolving Loan Fund) (Kerper Project) SUMMARY: City Manager recommending approval of the suggested proceedings to complete action required on the $3,498,000 Sewer Utility Revenue Capital Loan Notes from the State of Iowa Revolving Fund Loan Program. RESOLUTION Series Resolution authorizing and providing for the issuance and securing the payment of$3,498,000 Sewer Revenue Capital Loan Notes, Series 2017 by the City of Dubuque, Iowa under the provisions of Chapter 384 of the Code of Iowa, providing for a method of payment thereof, approving Loan and Disbursement Agreement, and other related matters SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type Complete Action of$3,498,000 Sewer Utility Revenue City Manager Memo Capital Loan Notes-MVM Memo Staff Memo Staff Memo Bond Attorney Correspondence Supporting Documentation Resolution Supporting Documentation THE CITY OF Dubuque fta B E I 11p y Masterpiece 012 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$3,498,000 Sewer Utility Revenue Capital Loan Notes, Series 2017 (State Revolving Loan Fund) (Kerper Project) DATE: June 26, 2017 Finance Director Jean Nachtman recommends City Council approval of the suggested proceedings to complete action required on the $3,498,000 Sewer Utility Revenue Capital Loan Notes from the State of Iowa Revolving Fund Loan Program. The loan funds will be used to provide funds to pay the costs of acquisition, construction, reconstruction, extension, improvement, and equipping all or part of the Municipal Sewer System, including those costs associated with Kerper Boulevard Sanitary Sewer reconstruction project. I concur with the recommendation and respectfully request Mayor and City Council approval. 64" Mic ael C. Van Milligen MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Jean Nachtman, Finance Director Jennifer Larson, Budget Director THE CITY OF Dubuque UBgkE 111-America III I. Masterpiece on the Mississippi 2007.2012.2013 TO: Michael C. Van Milligen, City Manager FROM: Jean Nachtman, Finance Director SUBJECT: Procedure to Complete Action on Issuance of$3,498,000 Sewer Utility Revenue Capital Loan Notes, Series 2017 (State Revolving Loan Fund) (Kerper Project) DATE: June 23, 2017 The purpose of this memorandum is to summarize suggested proceedings to complete action required on the$3,498,000 Sewer Utility Revenue Capital Loan Notes from the State of Iowa Revolving Fund Loan Program. If approved by Council, this loan is set to close Tuesday, July 5, 2017. The public hearing on the issuance reflected a not to exceed $3,600,000 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 of 0.5% The loan funds will be used to provide funds to pay the costs of acquisition, construction, reconstruction, extension, improvement, and equipping all or part of the Municipal Sewer System, including those costs associated with Kerper Boulevard Sanitary Sewer reconstruction project. 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$3,498,000 Sewer Utility Revenue Capital Loan Notes, This is the final City Council action required on the Sewer Utility Revenue Capital Loan Notes. A letter from attorney Kristin Billingsley Cooper detailing information on the loan is enclosed. Attachments cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Jenny Larson, Budget Director AHLERS COONEY ATT0 N E`e S June 20, 2017 VIA EMAIL Ms. Jenny Larson Budget Director City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 Ahlers & 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.corn Kristin B. Cooper 515.246.0330 kcooper@ahlerslaw.com RE: Dubuque, Iowa - $3,498,000 Sewer Revenue Capital Loan Notes, Series 2017 (State of Iowa Revolving Fund Loan) (Kerper Project) Dear Jenny: With this letter I am enclosing a resolution approving and authorizing the form of Loan and Disbursement Agreement and authorizing 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 also sets forth a number of covenants and agreements on the part of the City with respect to the repayment of the Loan. I am also enclosing the final closing certificates. The Transcript Certificate can be completed and dated as soon as final action has been taken. The Delivery Certificate and the Tax Exemption Certificate should be executed but left undated (you will need to complete the financial data for the City in the Delivery Certificate on page 2), Similarly, all copies of 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 WISHARD & BAILY - 1888; GUERNSEY & BAILY - 1893; BAILY & STIPP - 1901; STIPP, PERRY, BANNISTER & STARZINGER -- 1914; BANNISTER, CARPENTER, AHLERS & COONEY - 1950: AHLFRS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS, CONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. - 1990 June 20, 2017 Page 2 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 Municipal Sanitary Sewer System 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 municipal system with respect to rates or use of any part of the system. We recognize that contributing industries using the system may be subject to additional surcharges above the current user charges, depending on the strength and volume of the waste they generate. However, any such surcharges must be imposed by virtue of City ordinances and apply to all entities meeting the standards set forth therein. No other charges or payments should be imposed or paid to the City by any contributing industry for wastewater treatment services or Project - related construction and acquisition activities beyond those mandated by ordinance for certain classes of users. These understandings are reflected in the Tax Exemption Certificate, so please let me know immediately if our understandings are not correct in any respect. 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 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. June 20, 2017 Page 3 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. If any questions arise, please don't hesitate to call. Very truly yours, Ahlers & Cooney, P.C. Kriltin Billingsley Cooper FOR THE FIRM KBC:seb Enclosures cc: Alexis Steger, Senior Budget Analyst, City of Dubuque Jean Nachtman, Finance Director, City of Dubuque Tami Lansing, Assistant Finance Director, City of Dubuque Kevin Firnstahl, City Clerk, City of Dubuque Ella Lahey, Confidential Account Clerk, City of Dubuque Tionna Pooler, Independent Public Advisors, LLC 01376406-1\10422-181 ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA $3,498,000 Sewer Revenue Capital Loan Notes, Series 2017 • Approve forms of Tax Exemption Certificate and Loan and Disbursement Agreement. • Series Resolution authorizing and providing for the issuance and securing the payment of $3,498,000 Sewer Revenue Capital Loan Notes, Series 2017 by the City of Dubuque, Iowa under the provisions of Chapter 384 of the Code of Iowa, providing for a method of payment thereof, approving Loan and Disbursement Agreement, and other related matters NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. 1 July 5, 2017 The City Council of Dubuque, Iowa, met in Regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:00 o'clock P.M., on the above date. There were present Mayor Roy D. Buol in the chair, and the following named Council Members: Joyce Connors, Luis Del Toro, Ric Jones, Kevin Lynch David Resnick, Jake Rios Absent: 2 Council Member Lynch moved that the forms of Tax Exemption Certificate and Loan and Disbursement Agreement be placed on file and approved. Council Member Connors seconded the motion and the roll being called thereon, the vote was as follows: AYES: Resnick, Del Toro, Lynch, Rios, Buol, Connors, Jones NAYS: Council Member Lynch introduced the following Resolution entitled "SERIES RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $3,498,000 SEWER REVENUE CAPITAL LOAN NOTES, SERIES 2017, BY THE CITY OF DUBUQUE, IOWA UNDER THE PROVISIONS OF CHAPTER 384 OF THE CODE OF IOWA, PROVIDING FOR A METHOD OF PAYMENT THEREOF, APPROVING LOAN AND DISBURSEMENT AGREEMENT, AND OTHER RELATED MATTERS", and moved its adoption. Council Member Connors seconded the motion to adopt. The roll was called and the vote was: AYES: Resnick, Del Toro, Lynch, Rios, Buol, Connors, Jones NAYS: Whereupon the Mayor declared the following Resolution duly adopted: 3 RESOLUTION NO. 232-17 SERIES RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $3,498,000 SEWER REVENUE CAPITAL LOAN NOTES, SERIES 2017 BY THE CITY OF DUBUQUE, IOWA UNDER THE PROVISIONS OF CHAPTER 384 OF THE CODE OF IOWA, PROVIDING FOR A METHOD OF PAYMENT THEREOF, APPROVING LOAN AND DISBURSEMENT AGREEMENT, AND OTHER RELATED MATTERS WHEREAS, the City Council of the City of Dubuque, Iowa (the "City") has heretofore established charges, rates and rentals for services which are and will continue to be collected as system revenues of the Municipal Sewer System, and said revenues are available for the payment of sewer revenue bonds or notes, subject to the following premises; and WHEREAS, by Resolution No. 437-08 passed and approved on December 15, 2008 (the "Master Resolution"), the City Council heretofore authorized the issuance of $2,000,000 Sewer Revenue Capital Loan Notes, Series 2009A, for the purpose of financing the construction of the Series 2009A Project described therein, and to pay related costs of issuance; and WHEREAS, Issuer proposes to issue its Sewer Revenue Capital Loan Notes, Series 2017, to the extent of $3,498,000, for the purpose of defraying the costs of the Series 2017 Projects as set forth in Section 1 of this Resolution; and, it is deemed necessary and advisable and in the best interests of the City that a form of Loan and Disbursement Agreement by and between the City and the Iowa Finance Authority, be approved and authorized; and WHEREAS, notice of the intention of the City Council to take action for the issuance of not to exceed $3,600,000 Sewer Revenue Capital Loan Notes has heretofore been duly published and no objections to such proposed action have been filed, and the City therefore deems it desirable to enter into a Loan and Disbursement Agreement and issue the Notes; and WHEREAS, Section 8.3 of the Master Resolution authorizes the issuance of additional Senior Bonds, including Senior SRF Bonds, by the City from time to time, if all of the conditions set forth therein are satisfied; and 4 WHEREAS, the Council has determined to issue additional Senior SRF Bonds, and has determined that, upon passage of this Series Resolution all of the requirements of Article VIII of the Master Resolution with respect to the issuance of additional Senior SRF Bonds will have been satisfied. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IN THE COUNTY OF DUBUQUE, STATE OF IOWA: ARTICLE I DEFINITIONS Section 1.1. Definitions. Except as otherwise provided below in this Article I, all words and terms defined in Article I of the Master Resolution shall have the same meanings in this Series Resolution as such defined words and terns are given in Article I of the Master Resolution. In addition, the following terms shall have the following meanings in this Series Resolution unless the text expressly or by necessary implication requires otherwise: "Additional Bonds" shall mean any sewer revenue bonds or notes or other obligations issued on a parity with the Notes in accordance with the provisions of Section 23 hereof. Provided, however, Additional Bonds which are SRF Obligations shall not be secured by the Reserve Fund and shall not be subject to the Reserve Fund Requirement. "Agreement" shall mean 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. "City" or "Issuer" shall mean the City of Dubuque, Iowa. "Closing" shall mean the date of execution of the Agreement and delivery of the Series 2017 Notes to the Original Purchaser and the funding of the Loan by the Trustee. "Loan" shall mean the total principal amount allocated by the Original Purchaser to the City under the Program, equal in amount to the aggregate principal amount of the Series 2017 Notes. "Master Resolution" means the City Council Resolution No. 437-08, passed and approved on December 15, 2008, entitled "Master Resolution relating to the issuance of Sewer Revenue Bonds by the City of Dubuque, Iowa under the 5 provisions of Chapter 384 of the Code of Iowa, authorizing and providing for the issuance and securing the payment of $2,000,000 Sewer Revenue Capital Loan Notes, Series 2009A, providing for a method of payment thereof, and related matters," as the same may be amended from time to time. "Original Purchaser" means the Iowa Finance Authority, as the purchaser of the Series 2017 Notes from the City at the time of their original issuance. "Program" shall mean the Iowa Water Pollution Control Works Financing Program administered by the Original Purchaser. "Series 2017 Notes" means the $3,498,000 Sewer Revenue Capital Loan Notes, Series 2017, dated the date of delivery, authorized to be issued pursuant to this Series Resolution. "Series 2017 Costs of Issuance Account" means the account by that name within the Project Fund established in Section 5.1 of the Master Resolution. "Series 2017 Projects" shall mean the Projects being financed with the proceeds of the Series 2017 Notes, consisting of the acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Sewer System, including those costs associated with the Kerper Boulevard sanitary sewer reconstruction project, as described generally in the Agreement and more particularly in the plans and specifications on file from time to time with the City Clerk. "Series 2017 Projects Account" means the account by that name within the Project Fund established in Section 5.1 of the Master Resolution. "Series 2017 Rebate Account" means the account by that name within the Rebate Fund established in Section 6.10 of the Master Resolution. "Series Resolution" means this Resolution of the Council. "Tax Exemption Certificate" means the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Series 2017 Notes. "Trustee" shall mean Wells Fargo Bank, National Association, with its principal office located in the City of Des Moines, Iowa, and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee under the Program. -6 "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. ARTICLE II THE SERIES 2017 Notes Section 2.1. Series 2017 Notes - Authorization and Purpose. Pursuant to the provisions of the Master Resolution and in particular Section 8.3 thereof, there are hereby authorized to be issued, negotiable, serial, fully registered Sewer Revenue Capital Loan Notes, Series 2017, in the aggregate principal amount of $3,498,000, dated the date of delivery, for the purpose of constructing the Series 2017 Projects and paying Project Costs relating thereto, and to pay related Costs of Issuance. The Series 2017 Notes shall be issued as Senior SRF Bonds under the terms of the Master Resolution, shall be designated "CITY OF DUBUQUE, IOWA, SEWER REVENUE CAPITAL LOAN NOTES, SERIES 2017", for the purpose of paying costs of the Project. The Council, pursuant to Sections 384.24A and 384.82 of the Code of Iowa, hereby fords and determines that it is necessary and advisable to issue said Notes authorized by the Agreement and this Resolution. The Series 2017 Notes and the Registrar's Certificate of Authentication shall be in substantially the form set forth in Exhibit A attached hereto, with such variations, omissions, substitutions and insertions as are required or permitted by this Series Resolution. The Series 2017 Notes shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk of the Council, and shall be fully registered as to both principal and interest as provided in this Series Resolution; principal, interest and premium, if any shall be payable at the office of the Paying Agent by mailing of a check, wire transfer or automated clearing house system transfer to the registered owner of the Bond. The Series 2017 Notes may be in the denomination of $1,000 or multiples thereof and shall at the request of the Original Purchaser be initially issued a single note numbered R-1 in the amount of $3,498,000. Sewer Revenue Capital Loan Notes, Series 2017, of the Issuer in the amount of $3,498,000, shall be issued to evidence the obligations of the Issuer under the Agreement pursuant to the provisions of Sections 384.24A and 384.82 of the Code of Iowa for the aforesaid purpose. The Series 2017 Notes shall be designated "SEWER REVENUE CAPITAL LOAN NOTE, SERIES 2017", 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 7 on December 1, 2017, and semi-annually thereafter on the 1st day of June and December in each year until maturity as set forth on the Debt Service Schedule attached to the Agreement as Exhibit 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. In addition to the payment of principal of and interest on the Series 2017 Notes, the City also agrees to pay the Initiation Fee and the Servicing Fee as defined and in accordance with the terms of the Agreement. Section 2.2. Issuance of Series 2017 Notes in Certificated Form. The Series 2017 Notes shall be issued as Bonds in Authorized Denominations and may at the request of the Original Purchaser be issued in the denomination of $1,000 or multiples thereof, or as a single Series 2017 Note in the full authorized amount thereof, and shall be registered in the name of the Original Purchaser. Section 2.3. Appointment of Registrar. The Treasurer is hereby appointed as Registrar for the Series 2017 Notes under the terms of this Series Resolution. Section 2.4. Execution, Authentication and Delivery of the Series 2017 Notes,. Upon the adoption of this Resolution, the Mayor and City Clerk shall execute and deliver the Series 2017 Notes to the Registrar, who shall authenticate the same and deliver the same to or upon order of the Original Purchaser. No such Series 2017 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 Series 2017 Note a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any such Series 2017 Note executed on behalf of the Issuer shall be conclusive evidence that the Series 2017 Note so authenticated has been duly issued under this Series Resolution and that the holder thereof is entitled to the benefits of this Series Resolution. 8 ARTICLE III REDEMPTION OF BONDS Section 3.1. Optional Redemption. The Series 2017 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 Series 2017 Projects are damaged or destroyed. Any optional redemption of the Series 2017 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 Series 2017 Notes). The terms of redemption shall be par, plus accrued interest to date of call. The Series 2017 Notes are also subject to mandatory redemption as set forth in Section 5 of the Agreement. ARTICLE IV DELIVERY AND APPLICATION OF PROCEEDS Section 4.1. Application of Series 2017 Note Proceeds. The Series 2017 Notes shall be delivered as provided in Sections 6.1 and 6.2 and the proceeds thereof shall be applied as follows: (i) An amount sufficient to pay the Costs of Issuance of the Series 2017 Notes shall be deposited into the Series 2017 Costs of Issuance Account. (ii) The balance of proceeds shall be deposited into the Series 2017 Projects Account of the Project Fund and applied thereafter to pay Project Costs of the Series 2017 Projects. Section 4.2. No Adjustment to Debt Service Reserve Requirement. The Series 2017 Notes shall be issued as Senior SRF Bonds under the Master Resolution, and shall not be secured by or payable from amounts held in the Debt Service Reserve Fund established in the Master Resolution. Upon issuance of the Series 2017 Notes, the amount to be accumulated and maintained in the Debt Service Reserve Fund shall not be increased, but shall continue to remain equal to 100% of the Debt Service Reserve Requirement computed on a basis which includes all Senior Bonds which will be Outstanding immediately after issuance of the Series 2017 Notes and which are not Senior SRF Bonds. 9 ARTICLE V TAX PROVISIONS Section 5.1. Disposition of Bond Proceeds: Arbitrage Not Permitted. The City reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Series 2017 Notes issued hereunder which will cause any of the Series 2017 Notes to be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Code, and that throughout the term of said Series 2017 Notes it will comply with the requirements of said statute and regulations issued thereunder. To the best knowledge and belief of the City, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Series 2017 Notes will be used in a manner that would cause such Bonds to be arbitrage bonds. Without limiting the generality of the foregoing, the City 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 Series Resolution. The Treasurer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption Certificate at issuance of the Series 2017 Notes to certify as to the reasonable expectations and covenants of the City at that date. The City covenants that it will treat as Yield Restricted any proceeds of the Series 2017 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 Series 2017 Notes, the City shall treat the same for the purpose of restricted yield as held in proportion to the original principal amounts of each issue. The City covenants that it will exceed any investment yield restriction provided in this Series Resolution only in the event that it shall first obtain an opinion of bond counsel that the proposed investment action will not cause the Series 2017 Notes to be classified as arbitrage bonds under Section 148(a) and (b) of the Code. The City covenants that it will proceed with due diligence to spend the proceeds of the Series 2017 Notes for the purpose set forth in this Series Resolution. The City 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 City or the general public unless it has obtained an opinion of bond counsel or a revenue ruling that the proposed project or use will not be of such character as to cause interest on any of the Series 2017 Notes not to be exempt from federal income taxes in the hands of holders under the provisions of the Code. - 10 - Section 5.2. Additional Covenants. Representations and Warranties of the City. The City certifies and covenants with the purchasers and holders of the Series 2017 Notes from time to time outstanding that the City 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 City and the owners of the Series 2017 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 Series 2017 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 City in such compliance. ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.1. Delivery of Series 2017 Notes. The City shall deliver the executed Agreement and the Series 2017 Notes to the Original Purchaser at the price of par on the date of Closing. Delivery of the executed Agreement and the Series 2017 Notes shall be made to the Original Purchaser as soon as practicable after the effective date of this Series Resolution. Section 6.2. Approval of Agreement. The Agreement in substantially the form presented at this meeting of the Council is hereby authorized and approved, and the Mayor and City Clerk are authorized to execute and deliver the Agreement, with such changes therein as such officials deem appropriate, for and on behalf of the City, such officers' signatures thereon being conclusive evidence of such officials' and the City's approval thereof. Section 6.3. General Authorization. From and after the date of adoption of this Series Resolution, the officers, employees and agents of the City are hereby authorized to do all such acts and things and to execute and deliver any and all other documents, agreements, certificates and instruments relating to the Series 2017 Notes, the investment of the proceeds thereof and the other transactions contemplated on the part of the City by this Series Resolution, including, but not limited to, the Tax Exemption Certificate referred to in Section 5.1 hereof. - 11 - Section 6.4. Construction. Except to the extent set forth herein, all of the applicable terms, conditions and provisions of the Master Resolution shall be deemed and construed to apply to the Series 2017 Notes and are hereby incorporated by reference and made a part hereof to the same extent as if fully set forth herein. Except as may otherwise be provided herein, the Master Resolution shall remain in full force and effect. Section 6.5. Severabilitv. If any section, paragraph, or provision of this Series Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions. Section 6.6. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Series Resolution are, to the extent of such conflict, hereby repealed; and this Series Resolution shall be in effect from and after its adoption. PASSED AND APPROVED this 5th day of July 2017. ATTEST: Mayor - 12 - 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 6th day of July, 2017. SEAL City Clerk, Dubuque, Iowa - 13 - ROLL CALL ORDER FOR MEETING OF July 5, 2017 Resnick, Del Toro, Lynch, Rios, Buol, Connors, Jones CITY OF DUBUQUE, IOWA CITY COUNCIL MEETING Historic Federal Building 350 W. 6th Street July 5, 2017 Council meetings are video streamed live and archived at www.cityofdubuque.org/media and on Dubuque's CityChannel on the Mediacom cable system at cable channel 8 and digital 117.2 REGULAR SESSION 6:00 PM PLEDGE OF ALLEGIANCE PRESENTATION(S) 1. 2017 All America City Award Changed The Community of Dubuque was awarded the National Civic League's 2017 All America City Award at the Grade Level Reading Conference on June 16, 2017. The Award will be presented by a representative of the Grade Level Reading Initiative. 2. Multicultural Center Receives 2017 Dubuque LGBTQ+ Community Service and Advocacy Award Co Dubuque will present the LGBTQ+ Pride Award for Community Service and Advocacy to the Multicultural Family Center. PROCLAMATION(S) 1. Summer Learning Day (July 13, 2017) 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 Cable TV Commission of 6/7; City Council Proceedings of 6/19, 6/21; Community Development Advisory Commission of 4/18; Human Rights Commission of 5/8; Proof of Publication for City Council Proceedings of 6/5. Suggested Disposition: Receive and File 2. Bee Branch Watershed Safety Activity Book City Manager transmitting the Bee Branch Watershed Safety Activity Book. Pg. 1 EXHIBIT A REGISTERED REGISTERED Certificate No. R-1 Principal Amount $3,498,000 UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF DUBUQUE CITY OF DUBUQUE SEWER REVENUE CAPITAL LOAN NOTE ESSENTIAL CORPORATE PURPOSE SERIES 2017 Interest Rate Final Maturity Date Note Date 1.750% June 1, 2037 July 21, 2017 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 THREE MILLION FOUR HUNDRED NINETY EIGHT THOUSAND DOLLARS 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 1.75% per annum, payable on December 1, 2017, 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 Water Pollution Control Works Financing Program. 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 costs of acquisition, construction, reconstruction, extending, - 14- remodeling, improving, repairing and equipping all or part of the Municipal Sewer System, including those costs associated with the Kerper Boulevard sanitary sewer reconstruction project, and evidences amounts payable under a certain Loan and Disbursement Agreement dated as of the date hereof, in conformity to a Master Resolution of the City Council of said City duly passed and approved on December 15, 2008 (the "Master Resolution") and a Series Resolution of the City Council of said City duly passed and approved on July 5, 2017 (the "Series Resolution"). 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 series 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, the Master Resolution and the Series Resolution. This Note is one of the Series 2017 Notes authorized for issuance in the Series Resolution. Capitalized terms not defined herein shall have the meanings given to them in the Series Resolution or Master 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 Finance Director, City of 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 Master Resolution. This Note and the series of which it forms a part, other obligations ranking on a parity therewith, and any additional obligations which may be hereafter issued and outstanding from time to time on a parity with said Notes as Senior Bonds under the Master Resolution, are payable from and secured by a pledge of the Net Revenues of the municipal sewer utility (the "System"), as defined and provided in the Master Resolution. There has heretofore been established and the City covenants and agrees that it will maintain just and equitable rates or charges for the use of and service rendered by said System in each year for the payment of the proper and reasonable expenses of operation and maintenance of said System and for the establishment of a sufficient sinking fund to meet the principal of and interest on this series of Notes, and other obligations ranking on a parity therewith, as the same become due. This Note is not 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 Revenues to be sufficient for the payment hereof. THE NOTES AND THE INTEREST THEREON ARE PAYABLE SOLELY AND ONLY FROM NET REVENUES OF THE SYSTEM. NEITHER THE - 15 - PAYMENT OF THE PRINCIPAL NOR ANY PART THEREOF NOR ANY INTEREST THEREON CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION WHATSOEVER. THE ISSUER HAS NO AUTHORITY TO LEVY ANY TAXES TO PAY THE NOTES. The Issuer has covenanted and hereby covenants and agrees at all times while any Senior Bonds are Outstanding and unpaid to budget for and collect amounts in respect of the use of the System fully sufficient at all times to: (i) provide for 100% of the budgeted Operation and Maintenance Expenses of the System and for the accumulation in the Revenue Fund of a reasonable reserve therefor, and (ii) produce Net Revenues in each Fiscal Year which will: (a) equal at least 110% of the Debt Service Requirement on all Senior Bonds then Outstanding for the year of computation, (b) enable the Issuer to make all required payments, if any, into the Debt Service Reserve Fund and the Rebate Fund, (c) enable the Issuer to accumulate an amount which, in the judgment of the Council, is adequate to meet the costs of major renewals, replacements, repairs, additions, betterments and improvements to the System, necessary to keep the same in good operating condition or as is required by any governmental agency having jurisdiction over the System, and (d) remedy all deficiencies in required payments into any of the funds and accounts established under the Master Resolution from prior Fiscal Years. The Master Resolution contains a more particular statement of the covenants and provisions securing the Senior Bonds, the conditions under which the owner of this Note may enforce covenants (other than the covenant to pay Principal of and interest on this Note when due from the sources provided, the right to enforce which is unconditional), the conditions upon which additional Senior Bonds may be issued on a parity or achieve parity status with this Note under the Master Resolution, and the conditions upon which the Master Resolution may be amended with the consent of the owners of not less than two-thirds in aggregate Principal amount of the Bonds Outstanding or the issuer of any Credit Facility, if any, of such Bonds. Upon the occurrence of an Event of Default under the Master Resolution, the owner of this Note shall be entitled to the remedies provided by the Master Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this 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 or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of said City impressed hereon, and authenticated by the manual or facsimile signature of an authorized representative of the Registrar, the City Treasurer of the City of Dubuque, Iowa, all as of the 5th day of July, 2017. - 16 - Date of authentication: CITY OF DUBUQUE, STATE OF IOWA This is one of the Notes described in the within mentioned Resolution, as registered by the City By: Treasurer CITY TREASURER, Registrar By: Authorized Signature Mayor ATTEST: By: City Clerk Registrar and Transfer Agent: City Treasurer Paying Agent: City Treasurer ASSIGNMENT (SEAL) 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: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED) IMPORTANT - READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) or 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. - 17 - 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 rights 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 01373082-1\10422-181 -18-