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Proceedings to Complete Action on $475,000 Water Revenue Capital Loan Notes_Roosevelt Water Tower Copyrighted September 5, 2017 City of Dubuque Consent Items # 9. ITEM TITLE: Proceedings to Complete Action on $475,000 Water Revenue Capital Loan Note (Interim Financing)SRF, Planning & Design Roosevelt Water Tower SUMMARY: City Manager recommending approval of the proceedings to complete action required on the $475,000 State Revolving Fund (SRF) Planning & Design Loan to fund the planning and design portion of the Roosevelt Water Tower Project. RESOLUTION Approving and authorizing a Form of Interim 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 $475,000 Water Revenue Capital Loan Notes Anticipation Project Note, Series 2017, of the City of Dubuque, Iowa, under the provisions of the Code of Iowa, and providing for a method of payment of said Note SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type Roosevelt Water Tower Water Revenue Capital Loan City Manager Memo Notes-MVM Memo Memo to Complete Action on $475k Roosevelt Water Staff Memo Tower Planning & Desgin Resolution for$475K SRF Roosevelt Complete Action Resolutions Letter of Instruction from Ahlers $475K Complete Action Supporting Documentation THE COF Dubuque DtUB E All-America City Masterpiece on the Mississippi 1 1 1 1" 2009•2012•2013•2019 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Proceedings to Complete Action on the Issuance of Not to Exceed $475,000, Water Revenue Capital Loan Notes (Interim Financing) State Revolving Funds, Planning & Design Loan Application for Roosevelt Water Tower DATE: August 24, 2017 Finance Director Jean Nachtman is recommending City Council approval of the proceedings to complete action required on the $475,000 State Revolving Fund (SRF) Planning & Design Loan. The proceeds will be used to fund the planning and design portion of the Roosevelt Water Tower Project. I concur with the recommendation and respectfully request Mayor and City Council approval. 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 Manger FROM: Jean Nachtman, Finance Director SUBJECT: Proceedings to Complete Action on the Issuance of Not to Exceed $475,000, Water Revenue Capital Loan Notes (Interim Financing) State Revolving Funds, Planning & Design Loan Application for Roosevelt Water Tower DATE: August 24, 2017 INTRODUCTION: The purpose of this memorandum is to summarize suggested proceedings to complete action required on the $475,000 SRF Planning & Design Loan. The proceeds of which will be used to fund the planning and design portion of the Roosevelt Water Tower project. If approved by Council, this loan is set to close on Friday, September 22nd. A letter from attorney Kristin Cooper detailing information on the loan is attached. DISCUSSION The City of Dubuque is pursuing an engineered solution to resolve low pressures experienced in the City of Dubuque's second pressure zone in the City's water distribution system. The second pressure zone or Zone 2 encompasses the area in and around Roosevelt Street and Peru Road includes the Sky Blue Estates subdivision, Alpine Park development and Eagle Valley Subdivision. Zone 2 pressures are provided by the existing Eagle Point Park elevated water tower. It has a volume of 500,000 gallons with an overflow elevation of 935 feet above mean sea level. Water is pumped into the second pressure zone from two locations, the water treatment plant and the Stafford Street booster station. Over a twenty-year period, the area has experienced residential development growth, however the growth has started to surpass the ability of the available Zone 2 water storage and the distribution system to provide suitable pressures and volume. The elevation of the overflow at the Eagle Point Park tower has been identified as limiting the available water pressure in the zone; most notably the pressure at the highest point along Roosevelt Road. The City has looked at several solutions including a booster pump station and a replacement elevated tower. Following careful consideration, the City is in favor of installing an elevated water tower at a higher elevation to replace the existing Eagle Point Water tower. The proposed improvements would include: the installation of a composite style water tower with an estimated size, prior to a hydraulic analysis, of 1 .25 million gallons, along with water main improvements, pressure reducing stations, water treatment plant pump replacements, abandonment of Stafford Street pump station and the demolition of Eagle Point Park water tower. The City currently has six pressure zones, 1 through 6. A new elevated water tower in Zone 2 would also enable the City to evaluate the possibility of reducing the number of pressure zones thereby increasing available storage, improving water quality, and increase the distribution system's flow characteristics for fire suppression. Zone 2 could be connected to Olympic Heights subdivision (Zone 5) and the Olympic Heights booster pump station could be taken out of service reducing energy, operation and maintenance costs, and a pressure zone. Following a hydraulic analysis, if Zones 2 and 3 were to be combined, water fed from the north via Zone 2 with a 1 .25-million-gallon tank would improve flow rates and reliability into Zone 3. The overflow elevation of the proposed Zone 2 elevated water tower located on Roosevelt Street, would be evaluated to match the overflow elevations of Zone 3 storage facilities, including the elevated 0.75MG College Street tower, with the possibility of eliminating Zone 3, thereby reducing the City's pressure zone down to four from six. The State Revolving Capital Loan Notes will carry a 0% interest rate for up to three years and have no initiation or servicing fees. The loan may be rolled into an SRF Construction Loan or repaid when permanent financing is obtained. ACTION TO BE TAKEN This is the final City Council action required on the Water Revenue Capital Loan Notes. A letter from attorney Kristin Cooper detailing information on the loan is attached. Attachments cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manger Jenny Larson, Budget Director Denise Ihrig, Water Department Manager Ahlers &Cooney, P.C. AHLERS C O O N E Y Attorneys at Law 100 Court Avenue, Suite 600 A T T r_) R N E Y S Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com Kristin B. Cooper 515.246.0330 kcooper@ahlerslaw.com August 24, 2017 VIA EMAIL & QVU:RNIGNT UPS Ms. Jenny Larson Budget Director City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 RE: Dubuque, Iowa- $475,000 Water Revenue Capital Loan Notes, Series 2017 (Interim Financing) (State of Iowa Revolving Fund Loan) Dear Jenny: Enclosed are proceedings which include a resolution approving and authorizing the form of Interim Loan and Disbursement Agreement (planning and design loan) and authorizing the issuance of a Project Note to the Authority. The Interim 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. This Project Note is secured by the proceeds of the Water Revenue Capital Loan Notes the City will issue as the permanent financing for the Project Extra copies of the proceedings are enclosed to be completed as the original and certified back to our office. I am also enclosing the final closing certificates for the interim financing. The Transcript Certificate can be completed and dated as soon as final action has been taken. The Delivery Certificate should be executed but left undated. Similarly, all copies of the Interim 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 Project 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 Project Note R-1 is enclosed as well. The Project Note should be manually signed by the Mayor and Clerk on the lines indicated on page 2, the seal of the City should be impressed as indicated and the City Treasurer should manually execute as the Registrar where indicated. The authentication date should be left blank. The executed Project WISHARD & BAILY - 1888; GUERNSEY & BAILY - 1893; BAILY & SIIPP - 1901; SRPP, PERRY, BANNISTER & SIARZIW3ER - 1914; BANNISTER. CARPENTER, AHLERS & COONEY - 1950; AHLERS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS, COONEY, DORWEILER, IAYNIE, SMITH & ALLBEE, P.C. - 1990 August 24, 2017 Page 2 Note should be returned to us for holding prior to closing. A highlighted copy of the Project Note is enclosed to illustrate the various spaces where a signature or seal is needed. Upon receipt of all executed documents, we will coordinate with the Authority to close the interim loan. This will permit you to begin disbursements in accordance with the rules of the Authority. Closing is scheduled for September 22, 2017. Please return all executed documents to us as soon as possible so we may finalize the schedule with the Authority. If any questions arise, please don't hesitate to call. Very truly yours, nlilers & Cooney, P.C. IL-istin 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 Denise Ihrig, Water Department Manager, City of Dubuque Tionna Pooler, Independent Public Advisors, LLC 0 1396629-1\10422-1 85 ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA $475,000 Water Revenue Capital Loan Notes Anticipation Project Note, Series 2017 (State of Iowa Revolving Fund Loan) • Resolution approving and authorizing a form of Interim Loan and Disbursement Agreement by and between the City of Dubuque, Iowa, and the Iowa Finance Authority, and authorizing and providing for the issuance and securing the payment of $475,000 Water Revenue Capital Loan Notes Anticipation Project Note, Series 2017, of the City of Dubuque, Iowa, under the provisions of the Code of Iowa, and providing for a method of payment of said Notes. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. September 5, 2017 The City Council of the City of Dubuque, State of 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: Council Member Lynch introduced the following Resolution entitled "A RESOLUTION APPROVING AND AUTHORIZING A FORM OF INTERIM 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 $475,000 WATER REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE, SERIES 2017, OF THE CITY OF DUBUQUE, IOWA, UNDER THE PROVISIONS OF THE CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF SAID NOTE", and moved its adoption. Council Member Connors seconded the motion to adopt. The roll was called and the vote was: AYES: Connors, Del Toro, Lynch, Rios, Jones, Resnick, Buol NAYS: Whereupon the Mayor declared the following Resolution duly adopted: -2 RESOLUTION NO. 311-17 A RESOLUTION APPROVING AND AUTHORIZING A FORM OF INTERIM 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 $475,000 WATER REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE, SERIES 2017, OF THE CITY OF DUBUQUE, IOWA, UNDER THE PROVISIONS OF THE CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF SAID NOTE WHEREAS, Issuer proposes to issue its Water Revenue Capital Loan Notes Anticipation Project Note, Series 2017, to the extent of $475,000, for the purpose of defraying the costs of the Project hereinafter described; and, it is deemed necessary and advisable and in the best interests of the City that a form of Interim Loan and Disbursement Agreement by and between the City and the Iowa Finance Authority be approved and authorized; and WHEREAS, the notice of intention of Issuer to take action for the issuance of not to exceed $475,000 Water Revenue Capital Loan Notes has heretofore been duly published and no objections to such proposed action have been filed. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IN THE COUNTY OF DUBUQUE, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: • "Additional Project Notes" shall mean any project notes or other obligations issued on a parity with the Note in accordance with the provisions of Section 11 hereof; • "Agreement" shall mean an Interim Loan and Disbursement Agreement dated as of the Closing between and among the City and the Original Purchaser, relating to the Interim Loan made to the City under the Program; • "City Clerk" shall mean the City Clerk or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities; • "Closing" shall mean the date of delivery of the Note to the Original Purchaser and the funding of the Interim Loan; • "Corporate Seal" shall mean the official seal of Issuer adopted by the Governing Body; 3 • "Fiscal Year" shall mean the twelve months' period beginning on July 1 of each year and ending on the last day of June of the following year, or any other consecutive twelve-month period adopted by the Governing Body or by law as the official accounting period of the System; provided, that the requirements of a fiscal year as expressed in this Resolution shall exclude any payment of principal or interest falling due nn the first day of the fiscal year and include any payment of principal or interest falling due on the first day of the succeeding fiscal year; • "Governing Body" shall mean the Council of the City, or its successor in function with respect to the operation and control of the System; ♦ "Interim Loan" shall mean the principal amount allocated by the Original Purchaser and loaned to the City under the Program, equal in amount to the principal amount of the Note; • "Issuer" and "City" shall mean the City of Dubuque, Iowa; • "Note" shall mean $475,000 Water Revenue Capital Loan Notes Anticipation Project Note, Series 2017, authorized to be issued by this Resolution; • "Original Purchaser" shall mean the Iowa Finance Authority, as the purchaser of the Note from Issuer at the time of its original issuance; • "Paying Agent" shall be the City Treasurer, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Notes as the same shall become due; • "Permitted Investments" shall mean any investments permitted in Iowa Code chapter 12B or section 12C.9. All interim investments must mature before the date on which the moneys are required for payment of principal and interest on the Notes or project costs; • "Program" shall mean the Iowa Drinking Water State Revolving Fund Program undertaken by the Original Purchaser; ♦ "Project" shall mean the costs of acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Municipal Water System, including for the Roosevelt Water Tower; ♦ "Project Costs" shall mean all engineering fees, archeological surveys, environmental studies, and fees related to a project plan preparation and submission, and other expenses incidental thereto, and also including the costs of issuance of the Note. - 4 • "Project Fund" shall mean the Project Fund established by Section 6 of this Resolution. ♦ "Registrar" shall be the City Treasurer, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Note. Unless otherwise specified, the Registrar Shari also act as Transfer A for the Mote; ♦ "System" shall mean the municipal water utility of the Issuer and all properties of every nature hereinafter owned by the Issuer comprising part of or used as a part of the System, including all water treatment facilities, storage facilities, pumping stations and all related property and improvements and extensions made by Issuer while the Note remains outstanding; all real and personal property; and all appurtenances, contracts, leases, franchises and other intangibles; • "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 Note issued hereunder. Section 2. Authority. The Agreement and the Note authorized by this Resolution shall be issued pursuant to Section 76.13 of the Code of Iowa, and in compliance with all applicable provisions of the Constitution and laws of the State of Iowa. The Agreement shall be substantially in the form attached to this Resolution and is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. Section 3. Note Details, Execution, Redemption and Registration. a. Note Details. The Note shall be designated a Water Revenue Capital Loan Notes Anticipation Project Note, be dated the date of delivery, in the denomination of $1,000 or multiples thereof, and shall at the request of the Original Purchaser be initially issued as a single Note in the denomination of $475,000 and numbered R- 1. The Note shall not bear interest (0%), and shall mature three years from issuance. The City Council hereby finds and determines that it is necessary and advisable to issue said Note pursuant to Section 76.13 of the Code of Iowa, as authorized by the Agreement and this Resolution. b. Execution. The Note shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or imprinted with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check, wire transfer or automated clearing house system transfer to the registered owner of the Note. c. Redemption. The Note may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or - 5 - from time to time in part, in order of maturity and within an annual maturity by lot. Notice of redemption shall be given by U.S. 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. Failure to give such notice by mail to any registered owner or any defect therein shall not affect the validity of any proceedings for the redemption of the Note. The Note is also subject to mandatory redemption to the extent not fully drawn upon. d. Registration. The Note may be registered as to principal and interest on the books of the Note Registrar in the naive of the holder and such registration noted on the Note after which no transfer shall be valid until the making of an entry upon the books kept for the registration and transfer of ownership of the Note, and in no other way. The City Treasurer is hereby appointed as Note Registrar under the terms of this Resolution. Registrar shall maintain the books of the Issuer for the registration of ownership of the Note for the payment of principal of and interest on the Note as provided in this Resolution. The Note shall be negotiable as provided in Article 8 of the Unifotiu Commercial Code subject to the provisions for registration and transfer contained in the Note and in this Resolution. The ownership of any Note may be transferred only upon the Registration Books kept for the registration and transfer of the Note and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Note (other than a 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. In all cases of the transfer of the Note, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Note, in accordance with the provisions of this Resolution. 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 Note and the premium, if any, and interest -6- 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. A Note which has been redeemed shall not be reissued but shall be cancelled by the Registrar. A Nnte which is 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 Note to the Issuer. In the event any payment check representing payment of principal of or interest on the Note 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 Note 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 Note 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 Note who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Note. 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 4. Form of Note. The form of Note shall be substantially as follows: -7 REGISTERED REGISTERED No. R-1 $475,000 Interest Rate 0.00% UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF DUBUQUE CITY OF DUBUQUE, IOWA WATER REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE SERIES 2017 Maturity Date September 22, 2020 Dated Date September 22, 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 (principal amount written out) in lawful money of the United States of America, at maturity on September 22, 2020, without interest (0%). Payment of this Note shall at all times conform to the rules of the Iowa Drinking Water State Revolving Fund Program. Issuer pledges the Project Fund to which there has been appropriated the anticipated receipts of certain funds held or to be received by the Issuer as well as the proceeds of certain Capital Loan Notes to be issued. This Note is payable solely from said Project Fund. This Note is issued pursuant to an Interim Loan and Disbursement Agreement and the Resolution, duly adopted and under and in substantial compliance with the Constitution and statutes of the state of Iowa, including specifically Section 76.13 of the Code of Iowa, as amended, for the purpose of defraying part of the cost of acquiring the Project. For a complete statement of the revenues and funds from which, and the conditions, under which this Note is payable, a statement of conditions under which additional notes of equal standing may hereafter be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above described Resolution and Interim Loan and Disbursement Agreement. 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 Project Fund to be sufficient for the payment hereof. The Note may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or from time to time in part, in order of maturity and within an annual maturity by lot. -8 Notice of redemption shall be given by ordinary 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. Failure to give such notice by mail to any registered owner or any defect therein shall not affect the validity of any proceedings for the redemption of the Note. The Note is also subject to mandatory redemption to the extent not fully drawn upon. If selection by lnt within a maturity is required, the Registrar shall designate the Notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Notes to be called has been reached. The Note may be registered as to principal and interest on the books of the City Treasurer in the name of the holder after which no transfer shall be valid until the making of an entry upon the books kept for the registration and transfer of ownership of the Note, and in no other way. Registrar shall maintain the books of the Issuer for the registration of ownership of the Note for the payment of principal of and interest on the Note as provided in the Resolution. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the City Treasurer, 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 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 day of , 2017 -9 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 Mayor CITY TREASURER ATTEST: By: By: Registrar 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. - 1 0 - 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) (End of Note) Section 5. Security for Note. The Note shall be payable solely from the Project Fund. To pay the principal on the Note when it becomes due, there is hereby created a pledge of the receipts anticipated in said Project Fund to continue until the payment in full of the principal on the Note. Section 6. Establishment of Proiect Fund. The Issuer hereby creates and establishes a Project Fund, into which Project Fund are hereby appropriated the following: Proceeds of not to exceed $475,000 Water Revenue Capital Loan Notes, additional action on the issuance of which previously has been taken and approved by the City Council The funds so appropriated shall include in addition thereto all funds of the Issuer, including proceeds realized on the reinvestment of proceeds of the Note, from which the Issuer is or may become obligated to pay under contracts for the construction of the Project to the extent that proceeds of the Note are applied to the payment thereof. - 11 - Section 7. Application of Proiect Fund. The proceeds of the sale of the Note shall be deposited in the Project Fund for application to payment of Project Costs and the costs of issuance of the Note or to pay the principal of the Note when due and for no other purpose. Disbursements for the payment of Project Costs shall be made by the City Clerk upon receipt of vouchers approved by the Governing Body. After completion of the Project, any moneys remaining in the Project Fund shall be held for the retirement of Note. When the Note is paid or payment is provided for, remaining moneys in the Project Fund may be withdrawn and used for any lawful purpose. Section 8. Investments. Moneys in the Project Fund shall at all times be invested, to the extent practicable in Permitted Investments maturing at such times and in such amounts as will make cash available for the purposes of such Project Fund as needed. Section 9. Covenants with Noteholders. Issuer covenants and agrees, so long as any Notes herein authorized remain unpaid, that it: a. Will proceed to complete with all practicable dispatch the construction and acquisition of the Project; b. Will not make or cause or permit to be made any application of the proceeds of the Note or of any moneys held in the Project Fund, except in accordance with the provisions of this Resolution; c. Will from time to time increase the amount of the appropriations to the Project Fund, to the extent necessary to assure that the expected receipts thereafter forthcoming, together with the funds appropriated and held in trust for the purpose, will be sufficient to pay when due the Note as to both principal and interest. d. Will obtain the collection of funds and the proceeds of the sale of water revenue capital loan notes anticipated to be received in the Project Fund and, if not paid from other sources, apply the same to the payment of the Note and interest thereon; and e. For the prompt and full performance of the terms and provisions of this Resolution and contract with the noteholders, the Issuer pledges its full faith and diligence and the exercise of its lawful powers. Section 10. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between the Issuer and the purchaser of the Note. Section 11. Additional Notes. The Issuer may issue Additional Project Notes of equal standing and parity of lien with the Note for the purpose of paying Project Costs to the extent that funds appropriated to the Project Fund are adequate to pay all notes so issued and interest thereon. - 12 - The holder or holders of the Notes shall have all other rights and remedies given by law for the payment and enforcement of the Notes and the security therefor. Section 12. Severability Clause. If any section, paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval. Section 13. Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. Section 14. Paragraph Headings. The paragraph headings in this Resolution are furnished for convenience of reference only and shall not be considered to be a part of this Resolution. Section 15. 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 Interim Loan and Disbursement Agreement. In the event such construction is not possible, or in the event of any conflict or inconsistency between the terms hereof and those of the Interim Loan and Disbursement Agreement, the terms of the Interim Loan and Disbursement Agreement shall prevail and be given effect to the extent necessary to resolve any such conflict or inconsistency. PASSED AND APPROVED this 5th day of September, 2017. ATTEST: Mayor -13- Deo STATE OF IOWA COUNTY OF DUBUQUE CERTIFICATE ) ) SS ) I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the 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 the 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 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 the 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 the City hereto affixed this 6th day of September, 2017. (SEAL) 01396794-1\10422-185 City C e , City of Dubuque, State of Iowa ROLL CALL ORDER FOR MEETING OF September 5, 2017 Connors, Del Toro, Lynch, Rios, Jones, Resnick, Buol CITY OF DUBUQUE, IOWA CITY COUNCIL MEETING Historic Federal Building 350 W. 6th Street September 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. Dubuque Area Chamber of Commerce Awards Dubuque Area Chamber of Commerce Senior Vice President Barry Gentry will present the Friend of the Year Award to Assistant City Manager Teri Goodmann and the Innovator of the Year Award to the Five Flags Center and accepted by HR Cook, General Manager. PROCLAMATION(S) 1. Days of Peace Proclamation (September 1 - October 30, 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 City Council Proceedings of 8/21; Human Rights Commission of 5/8, 6/16; Library Board of Trustees of 6/22; Proof of Publication for City Council Proceedings of 8/7, 8/14. Suggested Disposition: Receive and File 2. Notice of Claims and Suits Robert & Sharon Bradley for property damage, Anthony Hemmer for property damage, Heather Splinter for vehicle 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 and Sharon Bradley for property damage, Pg. 1 FILERS COONEY October 3, 2017 VIA UPS 2 DAY MAIL 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.com Kristin B. Cooper 515.246.0330 kcooper@ahlerslaw.com RE: Dubuque, Iowa - $475,000 Water Revenue Capital Loan Notes, Series 2017 (Interim Financing) (State of Iowa Revolving Fund Loan) Dear Jenny: The above interim SRF loan closed on September 22, 2017, and loan proceeds are now available to be drawn upon for the purpose of paying eligible project costs. For your file, therefore, I am enclosing the following items: 1. Our firm's legal opinion; 2. Interim Loan and Disbursement Agreement; 3. Delivery Certificate; 4. Transcript Certificate; and 5. Specimen Note. If any questions arise, please don't hesitate to call. Very truly yours, Ahlers & Cooney, P.C. Kristin Billingsley Cooper FOR THE FIRM KBC:seb 01405043-1 \ 10422-185 WISHARD & BAILY - 1888; GUERNSEY & BAILY 1893; BAILY & STIPP - 1901; STIPP, PERRY. BANNISTER & STARZINGER - 1914; BANNISTER, CARPENTER, A/1E+1S & COONEY - 1950: Al ERS , COONEY, DORWEILER, ALL BEI,, HAYNIF & SMITH - 1974; AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE , P.C. - 1990 AHLERS COONEY September 22, 2017 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.com We hereby certify that we have examined a certified transcript of the proceedings of the City Council and acts of administrative officers of the City of Dubuque, Iowa (the "Issuer"), relating to the issuance of Water Revenue Capital Loan Note Anticipation Project Note No. R-1, Series 2017, by said Issuer, dated as of the date of delivery, in the aggregate principal amount of $475,000 (the "Project Note"). We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion as bond counsel. As to questions of fact material to our opinion, we have relied upon representations of the Issuer contained in the resolution authorizing the Interim Loan and Disbursement Agreement and issuance of the Project Note (the "Resolution") and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based on our examination and in reliance upon the certified proceedings and other certifications described above, we are of the opinion, under existing law, as follows: 1. The Issuer is duly created and validly existing as a body corporate and politic and political subdivision of the State of Iowa with the corporate power to adopt and perform the Resolution and Interum Loan and Disbursement Agreement and issue the Project Note. 2. The Resolution and Interim Loan and Disbursement Agreement have been duly adopted by the Issuer and constitute valid and binding obligations of the Issuer enforceable upon the Issuer. 3. The Project Note has been duly authorized, issued and delivered by the Issuer and is a valid and binding special obligation of the Issuer, payable solely from the anticipation of collections to be received in the Project Fund, into which the Issuer has appropriated the future receipt of proceeds of the sale of Water Revenue Capital Loan Notes ("Notes'). We find the Issuer has conducted all preliminary actions required by law and the Issuer is authorized to issue its Notes in the amount of $475,000. It is to be understood that the rights of the holders of the Project Note and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. Respectfully submitted, 01396818-1\10422-185 5'esi-vmdti ,cec Wishard & Baily — 1888, Guernsey & Baily — 1893, Baily & Stipp — 1901, Stipp, Perry, Bannister & Starzinger — 1914, Bannister, Carpenter, Ahlers & Cooney — 1950, Ahlers, Cooney, Dorweiier, Allbee, Haynie & Smith — 1974, Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C. — 1990 INTERIM LOAN AND DISBURSEMENT AGREEMENT This Interim Loan and Disbursement Agreement (the "Agreement") is entered into as of September 22, 2017, by and between the City of Dubuque, Iowa (the "City"), and the Iowa Finance Authority, as lender (the "Lender"). The parties agree as follows: 1. The Lender shall loan to the City an interim amount not to exceed $475,000, without interest. 2. The City has adopted a resolution (the "Resolution") authorizing and approving this Agreement pursuant to the provisions of Section 76.13 of the Code of Iowa, 2015, as amended, and providing for the issuance and securing the payment of this Agreement, and the Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. This Agreement and the interest thereon, if any, together with 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 from (i) proceeds of an authorized loan agreement corresponding to the anticipated issuance of capital loan notes previously authorized by action of the City Council or (ii) such other funds as may be lawfully available for such purpose and appropriated by the City. 3. The loan proceeds (the "Loan Proceeds") shall be used for the purposes set forth in the Resolution and shall be made available to the City in the form of one or more periodic disbursements as provided for in this section. Prior to disbursement the City shall provide to the Lender a payment request on a form provided by the Lender and evidence that the costs for which the disbursement is requested have been incurred. Disbursements to the City will be made on or about the second and fourth Tuesday of each month. Submission of the completed information required by this section shall be made by the City not less than eight (8) days prior to the disbursement date. Funds shall be disbursed to the City at the address specified in the disbursement request in the form of a check, wire transfer or automated clearinghouse system transfer, as requested by the City. 4. This Agreement shall be executed and delivered to the Lender in evidence of the City's obligation to repay the amounts payable hereunder. Amounts disbursed hereunder shall not bear interest (0%), and shall be payable as to principal in full on the date and in the total aggregate amount drawn by the City as set forth in the Resolution. This Agreement shall be subject to prepayment prior to maturity and shall contain such other terms and provisions as provided in the Resolution. 5. The City understands and agrees this Agreement may be terminated at the option of the Lender if the City has not entered into a Loan and Disbursement Agreement with the Lender pursuant to the Iowa Water Pollution Control Works Financing Program within three years of the date of this Agreement. If the City enters into a Loan and Disbursement Agreement with the Lender pursuant to the Iowa Water Pollution Control Works Financing Program within three years of the date of this Agreement, the Lender shall permit the City to repay this Agreement in full pursuant to the terms of the Loan and Disbursement Agreement executed between the City and the Lender under the Iowa Water Pollution Control Works Financing Program. 1 6. This Agreement is executed pursuant to the provisions of Section 76.13 of the Code of Iowa and shall be read and construed as conforming to all provisions and requirements of the statutes. 7. This Agreement may be amended, supplemented or modified as agreed to in writing by both the City and the Lender. In the event of any inconsistency or conflict between the terms and conditions of the Resolution and this Agreement, the parties acknowledge and agree that the terms of this Agreement shall take precedence over any such terms of the Resolution. IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written. ATTEST: City Cle (SEAL) CITY OF DUBUQUE, IOWA Mayor 2 IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first above written. 01396880-1 \10422-185 3 IOWA FINANCE AUTHORITY By: i'r '7,.e -y, Its: Executive D,ilector DELIVERY CERTIFICATE We, the undersigned City officials, do hereby certify that we are the officers, respectively below indicated, of a municipal corporation in the State of Iowa, known as the City of Dubuque, Iowa; that in pursuance of the provisions of Section 76.13, Code of Iowa, there have been heretofore lawfully authorized and this day by us lawfully executed, issued, caused to be registered and authenticated and delivered one fully registered Water Revenue Capital Loan Notes Anticipation Project Note, Series 2017, of the City of Dubuque, Iowa, in the amount of $475,000, dated the date of delivery, bearing no interest, and maturing three years from the date of issuance. The Note has been executed with the manual signature of the Mayor and the manual signature of the City Clerk of said City. The Note has been delivered to: Iowa Finance Authority of Des Moines, Iowa, and has been paid for in accordance with the terms of the contract of sale and at a price of par. We further certify that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City, or the titles of the undersigned officers to their respective positions, or the validity of the Note, or the power of the City to provide and apply adequate funds, including proceeds of Notes heretofore authorized for the purpose and appropriated to the Project Fund from which the Note is made payable, for the full and prompt payment of the principal and interest of the aforesaid Note, and that no measure or provision for the authorization or issuance either of said Note or any source of moneys appropriated or pledged to the project construction fund from which the Note are made payable has been repealed or rescinded. We further certify that each of the officers whose signatures appear on the Note were in occupancy and possession of their respective offices at the time the Note was executed and do hereby adopt and affirm their signatures appearing in the Note. We further certify that the present financial condition of the City is as follows: Total Water Revenue bonded indebtedness, including above-mentioned Project Note $ All other indebtedness of any kind, payable from Water Revenues $ WITNESS WHEREOF, we have hereunto affixed our hands at Dubuque, Iowa, this ,?2 day of Stp4c."Fau- , 2017. Mayor City Clerk ii24/ Ir),C-e--h67-VO Finance Eirector (SEAL) 01396819-1\10422-185 TRANSCRIPT CERTIFICATE I, the undersigned, being first duly sworn, do hereby depose and certify that I am the duly appointed, qualified and acting Clerk of the City of Dubuque, Iowa, and that as such Clerk I have in my possession or have access to the complete corporate records of said Clerk and of its Council and officials, and that I have carefully compared the transcript hereto attached with the aforesaid corporate records and that said transcript hereto attached is a true and complete copy of all the corporate records in relation to the authorization, issuance and disposition of a $475,000 Water Revenue Capital Loan Notes Anticipation Project Note, Series 2017, of said City dated the date of delivery, and that said transcript hereto attached contains a true and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time, in relation to the authorization, issuance and disposition of said Note, and that said Council consists of a Mayor and six (6) Council Members, and that said offices were duly and lawfully filled by the individuals listed in the attached transcript as of the dates and times referred to therein. I further certify that said City is and throughout the period of said proceedings has been governed under the Mayor/Council form of municipal government authorized by Chapter 372, Code of Iowa, under the provisions of its charter as recorded with the Secretary of State. I further certify that all meetings of the City Council of said City at which action was taken in connection with said Note were open to the public at all times in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and was duly given at least twenty-four hours prior to the commencement of the meeting by notification of the communications media having requested such notice and posted on a bulletin board or other prominent place designated for the purpose and easily accessible to the public at the principal office of the Council, all pursuant to the provisions and in accordance with the conditions of the local rules of the Council and Chapter 21, Code of Iowa. I further certify that no City officer or employee has any interest in the contract for the sale of the Note or any matter incidental thereto, according to my best knowledge and belief. W THE , S my hand and the seal of the City hereto attached this day of (SEAL) fir, 2017, at Dubuque, Iowa. City Clerl�! it of Dubuque, mate of Iowa 1 Finally, the below stated officers whose signatures appear hereafter are now the duly qualified and acting officials of the City, possessed of the offices as designated below, to -wit: Mayor Roy Buol City Clerk (O ginal Signature) Kevin Firnstahl riginal gnature Finance Director Jean Nachtman STATE OF IOWA ) SS COUNTY OF DUBUQUE 4ci (Original'S ignature) Subscribed and sworn to before me by Roy Buol, Kevin Firnstahl and Jean Nachtman on this day ofSc 42) c.."';'2017. (SEAL) TRISH L. GLEASON ommission Number 719986 At Commission Expires 01396823-1\10422-185 -2 Notary Public in and for Dubuque County, Iowa REGISTERED No, R-1 REGISTERED Principal Amount $475,000 UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF DUBUQUE CITY OF DUBUQUE WATER REVENUE CAPITAL LOAN NOTE ANTICIPATION PROJECT NOTE SERIES 2017 Interest Rate 0.000% Final Maturity Date September 22, 2020 Note Date Septemb0e22;1411 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 valueleceived, promises to pay from the source and as hereinafter provided, to IOWA FINANCE AUTHORITY or registered assigns, the principal surn of FOUR HUNDRED SEVENTY FIVE THOUSAND DOLLARS in lawful money of the United States of Ameri4:4maturity on September 22, 2020, without interest (0%). Payment of this Note shall at all time§ confOmq to the rules of the Iowa Drinking Water State Revolving Fund Program. Issuer pledgethe Project Fund to which there has been appropriated the anticipated receipts of certainfunds held or to be received by the Issuer as well as the proceeds of certain Capital Loan Notes to be is§tied. This Note is payable solely from said Project Fund, This Note is issued pursuant tu,an Interim Loan and Disbursement Agreement and the Resolution, duly adopted and under and in substantial compliance with the Constitution and statutes of the state of Iowa, including specifically Section 76.13 of the Code of Iowa, as amended, for the purpose of defraying part ofthe cost:of acquiring the Project. For a complete statement of the revenues and funds from which, and the conditions, under which this Note is payable, a statement of conditions under which additional notes of equal standing may hereafter be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above described Resolution and Interim Loan and Disbursement Agreement. 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 Project Fund to be sufficient for the payment hereof. 'the Note may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or from time to time in part, in order of maturity and within an annual maturity by lot. Notice of redemption shall be given by ordinary 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. Failure to give such notice by mail to any registered owner or any defect therein shall not affect the validity of any proceedings for the redemption of the Note. The Note is also subject to mandatory redemption to the extent not fully drawn upon. If selection by lot within a maturity is required, the Registrar shall designate the Notes to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Notes to be called has been reached. The Note may be registered as to principal and interest on the books of the City Treasurer in the name of the holder after which no transfer shall be valid until the making of an entry upon the books kept for the registration and transfer of ownership of the Note, and in no other way. Registrar shall maintain the books of the Issuer for the registration of ownership of the Note for the payment of principal of and interest on the Note as provided in the Resolution. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the City Treasurer, City of Dubuque, Iowa, the Registrar. Such transfer on the hooks 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 attornerin:thefOrm as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrb.r,and Paying Agent but shall, however, promptly give notice to registered Noteholders of such changeAll 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 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, 4. 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 day of , 2017 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: Registrar -and Transfer Agent: City Treasurer City Clerk Paying Agent: City Treasurer (SEAL) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. 1 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 writi6icupon 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 accordatice4ith 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 inthe names of multiple individual owners, the names of all such owners and one address alitis'o'cial security number must be provided. The follovdng 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: TEMCOM - as tenants in common TEN NT - 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