SRF Loan Agreement - Water Pollution Control Plant Rehabilitation ProjectResolution No. 79-09
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 $3,200,000 SEWER
REVENUE CAPITAL LOAN NOTES ANTICIPATION
PROJECT NOTE, SERIES 2009, 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 Sewer Revenue Capital Loan Notes
Anticipation Project Note, Series 2009, to the extent of $3,200,000, 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 $3,500,000 Sewer 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;
-4-
"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;
"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 on the first day of the fiscal year and include any payment of
principal or interest falling due on the first day of the succeeding fiscal year;
"Governing Body" shall mean the 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 $3,200,000 Sewer Revenue Capital Loan Notes
Anticipation Project Note, Series 2009, 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:
-5-
• direct obligations of (including obligations issued or held in
book entry form on the books of) the Department of the Treasury of the
United States of America;
• cash (insured at all times by the Federal Deposit Insurance
Corporation or otherwise collateralized with obligations described in the
above paragraph);
• obligations of any of the following federal agencies which
obligations represent full faith and credit of the United States of America,
including:
- Export -Import Bank
- Farm Credit System Financial Assistance Corporation
- USDA -Rural Development
- General Services Administration
- U.S. Maritime Administration
- Small Business Administration
- Government National Mortgage Association (GNMA)
- U.S. Department of Housing & Urban Development
(PHA's)
- Federal Housing Administration
• repurchase agreements whose underlying collateral consists of
the investments set out above if the Issuer takes delivery of the collateral
either directly or through an authorized custodian. Repurchase agreements
do not include reverse repurchase agreements;
• senior debt obligations rated "AAA" by Standard & Poor's
Corporation (S&P) or "Aaa" by Moody's Investors Service Inc. (Moody's)
issued by the Federal National Mortgage Association or the Federal Home
Loan Mortgage Corporation;
. U.S. dollar denominated deposit accounts, federal funds and
banker's acceptances with domestic commercial banks which have a rating
on their short-term certificates of deposit on the date of purchase of "A-1 "
or "A-1+" by S&P or "P-1" by Moody's and maturing no more than 360
days after the date of purchase (ratings on holding companies are not
considered as the rating of the bank);
-6-
• commercial paper which is rated at the time of purchase in the
single highest classification, "A-1+" by S&P or "P-1" by Moody's and
which matures not more than 270 days after the date of purchase;
• investments in a money market fund rated "AAAm" or
"AAAm-G" or better by S&P;
• pre-refunded Municipal Obligations, defined as any bonds or
other obligations of any state of the United States of America or of any
agency, instrumentality or local governmental unit of any such state which
are not callable at the option of the obligor prior to maturity or as to which
irrevocable instructions have been given by the obligor to call on the date
specified in the notice; and (a) which are rated, based on an irrevocable
escrow account or fund (the "escrow"), in the highest rating category of
S&P or Moody's or any successors thereto; or (b)(i) which are fully secured
as to principal and interest and redemption premium, if any, by an escrow
consisting only of cash or direct obligations of the Department of the
Treasury of the United States of America, which escrow may be applied
only to the payment of such principal of and interest and redemption
premium, if any, on such bonds or other obligations on the maturity date or
dates thereof or the specified redemption date or dates pursuant to such
irrevocable instructions, as appropriate; and (ii) which escrow is sufficient,
as verified by a nationally recognized independent certified public
accountant, to pay principal of and interest and redemption premium, if any,
on the bonds or other obligations described in this paragraph on the
maturity date or dates specified in the irrevocable instructions referred to
above, as appropriate;
• tax exempt bonds as defined and permitted by section 148 of
the .Internal Revenue Code and applicable regulations and only if rated
within the two highest classifications as established by at least one of the
standard rating services approved by the superintendent of banking by rule
adopted pursuant to chapter 17A Code of Iowa;
• an investment contract rated within the two highest
classifications as established by at least one of the standard rating services
approved by the superintendent of banking by rule adopted pursuant to
chapter 17A Code of Iowa; and
Iowa Public Agency Investment Trust.
"Program" shall mean the Iowa Water Pollution Control Works
Financing Program undertaken by the Original Purchaser;
"Project" shall mean the costs of acquisition, construction,
reconstruction, extending, remodeling, improving, repairing and equipping of the
System, including those costs associated with design engineering and construction
for upgrades to the Water Pollution Control Plant and implementation of the
results of the Water Pollution Control Plant Study;
0 "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.
0 "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 shall also act as Transfer Agent far the
Note;
"System" shall mean the municipal sewer 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 wastewater treatment facilities, sanitary
sewers, force mains, 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;
0 "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. Authori .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
-8-
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 Sewer 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 $3,200,000 and numbered R-l. 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 Cleric,
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 from time to time inpart, 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 name of the holder and such registration
noted on the Note after which no transfer shall be valid until the snaking 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
-9-
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
Uniform 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 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.
-10-
A Note which has been redeemed shall not be reissued but shall be
cancelled by the Registrar. A Note 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:
-11-
REGISTERED
No. R-1
UNITED STATES OF AMERICA
STATE OF IOWA
COUNTY OF DUBUQUE
CITY OF DUBUQUE
SEWER REVENUE CAPITAL LOAN NOTES
ANTICIPATION PROJECT NOTE
SERIES 2009
Interest Rate
0.00%
REGISTERED
Maturity Date Dated Date
2012
2009
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 , 2012, without interest
(0%). Payment of this Note shall at all times conform to the rules of the Iowa Water
Pollution Control Works Financing 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
-12-
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 rederr~ption 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, 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 d®ne, or to be performed precedent to the lawful issue of this Note, have been
existent, had, done and performed as required by law.
-13~-
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 Dubuque, Iowa, all as of the day of
2009.
CITY OF DUBUQUE, IOWA
By: By:
City Clerk Mayor
(SEAL)
Date of Authentication:
This is one of the Notes described in the within mentioned Resolution, as registered by
the City Treasurer.
CITY TREASURER
By:
Registrar
Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No.
the within Note and does hereby irrevocably constitute and appoint
attorney in fact to transfer the said Note on the books kept for registration of the within
Note, with full power of substitution in the premises.
Dated:
-I4-
(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.
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*
Partnership
Corporation
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
- IS -
TEN ENT - as tenants by the entireties
JT TEN - as joint tenantswith right of survivorship and nov as tenants in
common
IA UNIF TRANS MIN ACT - .........Custodian............
(Gust) (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 Project Fund. The Issuer hereby creates and
establishes a Project Fund, into which Project Fund are hereby appropriated the
following:
Proceeds of not to exceed $3,500,000 Sewer Revenue Capital
Loan Notes, additional action for 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.
Section 7. Application of Project 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,
-16-
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
sewer 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.
I7-
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. Severabili e 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 2nd day of March , 2009.
Mayor
ATTEST:
City Clerk
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 City Council, and the same is a true and complete copy of the
action taken by said City 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 City 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 City Council (a copy of the face
sheet of said agenda being attached hereto) pursuant to the local rules of the City 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 offices as indicated therein, that no City 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.
ITNESS my han and the seal of said Municipality hereto affixed this
3rd day of March, 2009
City Clerk, Dubuque, Iowa
SEAL
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body:
Date of Meeting:
Time of Meeting:
Place of Meeting
PUBLIC NOTICE IS
body will meet at the date,
meeting is as follows:
The City Council of Dubuque, Iowa.
March 2, 2009
6:30 o'clock P.M.
Historic Federal Building, 350 West 6th Street, Dubuque,
Iowa.
HEREBY GIVEN that the above mentioned governmental
ime and place above set out. The tentative agenda for said
$3,200,000 Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2009.
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 $3,200,000 Sewer Revenue Capital Loan
Notes Anticipation Project Note, Series 2009, of the City of Dubuque,
Iowa, under the provisions of the Code of Iowa, and providing for a
method of payment of said Note.
Such additional matters as are set forth on the additional 6 page(s) attached hereto.
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of said governmental body.
l_--'
City Clerk, Dubuque, Iowa
-1-
March 3, 2009
The City Council of Dubuque, Iowa, met in Regular session, in the Historic
Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the
above date.. There were present Mayor Roy D. Buol in the chair, and the following
named Council Members:
Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David Resnick,
Dirk Voetberg
Absent: None
_2_
Council Member Kevin 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 $3,200,000 SEWER REVENUE
CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE, SERIES 2009, 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 Dirk Voetberg seconded the motion to adopt. The roll was
called and the vote was:
AYES: Braig, Buol Connors, Jones, Lynch, Resnick, Voetberg
NAYS: None
Whereupon the Mayor declared the following Resolution duly adopted:
-3-
T®: The Honorable Mayor and City Council Members
FR®M: Michael C. Van Milligen, City Manager
SIJJECT: Procedure to Complete Action on Issuance of $3,200,000 Sewer Revenue
Capital- Loan Notes Anticipation Project Note, Series 2009 (State of Iowa
Revolving Fund Loan)
®ATE: February 24, 2009
Finance Director Ken TeKippe recommends City Council approval of the suggested
proceedings to complete action required on the $3,200,000 Sewer Revenue Capital
Loan Notes Anticipation Project Note from the State of Iowa Revolving Fund Loan. The
borrowing permits the City to take advantage of the 0% interim loan program, under
which this interim loan will be rolled into the future long-term SRF loan. The loan funds
will be used for engineering and design work for the Water Pollution Control Plant
Improvements.
I concur with the recommendation and respectfully request Mayor and City Council
approval
~.~
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Sarry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Kenneth J. TeKippe, Finance Director
DATE: February 17, 2009
The purpose of this memorandum is to provide suggested proceedings to complete
action required on the $3,200,000 Sewer Revenue Capital Loan Notes Anticipation
Project Note from the State of Iowa Revolving Fund Loan. The borrowing permits the
City to take advantage of the 0% interim loan program, under which this interim loan will
be rolled into the future long-term SRF loan.
The loan funds will be used for engineering and design work for the Water Pollution
Control Plant improvements. The public hearing for the loan was held at the February
16, 2009 meeting. The final loan amount is less than the not to exceed amount of
$3,500,000 reflected in the public hearing due to favorable bids for engineering and
design work.
The resolution approves and authorizes the form of Interim Loan and Disbursement
Agreement and authorizes the issuance of the Project Note to the Iowa Finance
Authority. The Interim Loan and Disbursement Agreement also sets forth a number of
covenants and agreements on the part of the City with respect to the repayment on the
Loan. This Project Note is secured by the future proceeds of the long-term Sewer
Revenue Capital Loan Notes the City will issue as the permanent financing for the
Project.
This is the final City Council action required on the Project Note. A letter from Attorney
William Noth detailing information on the loan is enclosed.
KT/jg
Enclosures
cc: Barry Lindahl, City Attorney
Jenny Larson, Budget Director
Jeanne Schneider, City Clerk
AHLERS OONY,
100 COURT AVENUE, SUITE 600
DES MOINES, IOWA 50309-2231
PHONE: 515-243-7611
FAX: 515-243-2149
WWW.AHLERSLAW.COM
WILLIAM J. NOTH
wnoih~ahlerslaw.com
February 2, 2009
Mr. Ken TeKippe
Finance Officer
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001-4864
RE: $3,200,000 Sewer Revenue Capital Loan Notes
Anticipation Project Note, Series 2009
(State of Iowa Revolving Fund Loan)
Dear Mr. TeKippe:
Direct Dial:
1515)246-0332
With this letter I am enclosing suggested Council proceedings 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 Iowa Finance Authority
("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 Sewer Revenue Capital Loan
Notes the City will issue as the permanent financing for the Project.
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.
WISHARD $ GAILY - 1$B8; GUERNSEY $ GAILY - 1$93: BAILV $ STIPP - 1901; STIPP, PERRY. BANNISTER $ STARZINGER - 1914; BANNISTER, CARPENTER,
AHLERS $ GOONEY - 1950; AHLERS, GOONEY, DORWEILER, ALLBEE, HAYNIE $ SMITH - 1974; AHLERS, GOONEY, DORWEILER. HAYNIE. SMITH $ALLBEE, P.C. - 1 990
February 2, 2009
Page 2
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 maturity date on page 1 and the date of
authentication on page 2 are not known at this time and should be left blank; said dates
will be inserted as of the actual closing date. The completed Project Note also 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.
Extra copies of the proceedings and certificates are enclosed to be completed as
the originals and returned to us for our transcript of the action taken. 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.
If any questions arise, please don't hesitate to call.
Yours very truly,
William J. Noth
WJN:dc
encl.
cc: Jenny Larson (w/encl.)
DCORNELU 605363.1 /MSWord\10422.088
INTERIM LOAN AND DISBURSEMENT AGREEMENT
This Interim Loan and Disbursement Agreement (the "Agreement") is entered into
as of , 2009, 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 $3,200,000,
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, 2007, 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.
1
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.
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 that statute.
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.
CITY OF DUBUQUE, IOWA
(SEAL)
By:
Mayor
Attest:
Clerk
2
IOWA FINANCE AUTHORITY
By:
Bret L. Mills, Executive Director
DCORNELL\604235.1 \WP\ 10422.088
REGISTERED.. REGISTERED.
No. R-1 $3,200,000
UNITED STATES OF AMERICA
STATE OF IOWA
....COUNTY OF DUBUQUE
CITY OF DUBUQUE
SEWER REVENUE CAPITAL LOAN NOTES
ANTICIPATION PROJECT NOTE
SERIES 2009
Interest Rate Maturi , Date Dated Date
0.00% , 2012 , 2009
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 TWO HUNDRED
THOUSAND DOLLARS ($3,200,000) in lawful money of the United States of America,
at maturity on , 2012, without interest (0%). Payment of this Note shall
at all times conform to the rules of the Iowa Water Pollution Control Works Financing
: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.
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 malting
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, 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 Cleric, 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 Dubuque, Iowa, all as of the day of
2009..
CITY OF DUBUQUE, IOWA
By: By:
.City Clerk Mayor
(SEAL)
Date of Authentication:
'This is one of the Notes described in the within mentioned Resolution, as .registered by
the City Treasurer.
:CITY TREASURER
By:
Registrar
Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. )
the within Note and does hereby irrevocably constitute and appoint
.attorney in fact to transfer the said Note on the books kept for. registration of the within
Note, with full power of substitution in the.. premises.
Dated:
{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.
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 oneaddress 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: i
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
IA UNIF TRANS MIN ACT - .........Custodian............
(Gust) (Minor)
under Iowa Uniform Transfers
to .Minors Act ..............
(State)
605367.11WP
a - SRFPN.1
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 $3,200,000 Sewer Revenue Capital Loan
Notes Anticipation Project Note, Series 2009, 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.
I further certify the stated officers whose signatures appear below are now the duly
qualified and acting officials of the City, possessed of the offices as designated below, to-
wn:
IYlayor: Roy Buol
(Original Signature)
City Clerk: Jeanne Schneider
(Original Signature)
City Treasurer: Ken TeKippe
(Original Signature)
WITNESS my hand and the seal of said City hereto attached this day
of _ , 2009, at Dubuque, Iowa.
City Clerk, Dubuque, Iowa
(SEAL)
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
Subscribed and sworn to before me by Jeanne Schneider, on this day
of .2009.
(Seal)
Notary Public in and for Dubuque County, Iowa
DCORNELL\604237.1 \WP\ l 0422.088
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 Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2009, of
said City of Dubuque, Iowa, in the amount of $3,200,000, 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
eithei° 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 sewer revenue bonded indebtedness,
including above-mentioned Project Note $
All other indebtedness of any
kind, payable from Sewer Revenues $
IN WITNESS WHEREOF, we have hereunto affixed our hands at Dubuque, Iowa,
this day of , 2009.
Mayor
City Clerk
(SEAL,)
City Treasurer
I, the undersigned, the officer of the Bank indicated by my signature hereto, do
hereby certify that I am personally acquainted with the persons whose signatures, each
1~11own to me to be genuine, are signed to the foregoing Certificate; and that I know that
the persons aforesaid are the officers of the City named in said Certificate, indicated
respectively by the title appended to the respective signature and whose signatures appear
on the Note mentioned in said Certificate.
Dated at Dubuque, Iowa, the date last above written.
(Name of Bank)
By:
D C ORNE L L\60423 8.1 \ W P\ 10422.08 8
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of Dubuque, Iowa.
Date of Meeting: March 2, 2009
Time of Meeting: 6:30 o'clock P.M.
Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque,
Iowa.
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental
body will meet at the date, time and place above set out. The tentative agenda for said
meeting is as follows:
$3,200,000 Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2009.
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 $3,200,000 Sewer Revenue Capital Loan
Notes Anticipation Project Note, Series 2009, of the City of Dubuque,
Iowa, under the provisions of the Code of Iowa, and providing for a
method of payment of said Note.
Such additional matters as are set forth on the additional 6 page(s) attached hereto.
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of said governmental body.
~~~
~°£~°City Clerk, Dubuque, Iowa
_1_
March 3, 2009
The City Council of Dubuque, Iowa, met in .Regular session, in the Historic
Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the
above date. There were present Mayor Roy D. Buol in the chair, and the following
named Council Members:
Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David Resnick,
Dirk Voetberg
Absent: None
_2_
Council Member Kevin 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 $3,200,000 SEWER REVENUE
CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE, SERIES 2009, 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 Dirk Voetberg seconded the motion to adopt. The roll was
called and the vote was:
AYES: Braig, Buol Connors, Jones, Lynch, Resnick, Voetberg
NAYS: None
Whereupon the Mayor declared the following Resolution duly adopted:
-3-
Resolution No. 7 9 - 0 9
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 $3,200,000 SEWER
REVENUE CAPITAL LOAN NOTES ANTICIPATION.
PROJECT NOTE, SERIES 2009, 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 Sewer Revenue Capital Loan Notes
Anticipation Project Note, Series 2009, to the extent of $3,200,000, 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 $3,500,000 Sewer 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;
-4-
"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;
"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 on the first day of the fiscal year and include any payment of
principal or interest falling due on the first day of the succeeding fiscal year;
"Governing Body" shall mean the 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 $3,200,000 Sewer Revenue Capital Loan Notes
Anticipation Project Note, Series 2009, 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:
-5-
• direct obligations of (including obligations issued or held in
book entry form on the books of) the Department of the Treasury of the
United States of America;
• cash (insured at all times by the Federal Deposit Insurance
Corporation or otherwise collateralized with obligations described in the
above paragraph);
• obligations of any of the following federal agencies which
obligations represent full faith and credit of the United States of America,
including:
- Export -Import Bank
- Farm Credit System Financial Assistance Corporation
- USDA -Rural Development
- General Services Administration
- U.S. Maritime Administration
- Small Business Administration
- Government National Mortgage Association (GNMA)
- U.S. Department of Housing & Urban Development
(PI-IA's)
- Federal Housing Administration
• repurchase agreements whose underlying collateral consists of
the investments set out above if the Issuer takes delivery of the collateral
either directly or through an authorized custodian. Repurchase agreements
do not include reverse repurchase agreements;
• senior debt obligations rated "AAA" by Standard & Poor's
Corporation (S&P) or "Aaa" by Moody's Investors Service Inc. (Moody's)
issued by the Federal National Mortgage Association or the Federal Home
Loan Mortgage Corporation;
• U.S. dollar denominated deposit accounts, federal funds and
banker's acceptances with domestic commercial banks which have a rating
on their short-term certificates of deposit on the date of purchase of "A-1"
or "A-1+" by S&P or "P-1" by Moody's and maturing no more than 360
days after the date of purchase (ratings on holding companies are not
considered as the rating of the bank);
-6-
• commercial paper which is rated at the time of purchase in the
single highest classification, "A-1+" by S&P or "P-1" by Moody's and
which matures not more than 270 days after the date of purchase;
• investments in a money market fund rated "AAAm" or
"AAAm-G" or better by S&P;
• pre-refunded Municipal Obligations, defined as any bonds or
other obligations of any state of the United States of America or of any
agency, instrumentality or local governmental unit of any such state which
are. not callable at the option of the obligor prior to maturity or as to which
irrevocable instructions have been given by the obligor to call on the date
specified in the notice; and (a) which are rated, based on an irrevocable
escrow account or fund (the "escrow"), in the highest rating category of
S&P or Moody's or any successors thereto; or (b)(i) which are fully secured
as to principal and interest and redemption premium, if any, by an escrow
consisting only of cash or direct obligations of the Department of the
Treasury of the United States of America, which escrow may be applied
only to the payment of such principal of and interest and redemption
premium, if any, on such bonds or other obligations on the maturity date or
dates thereof or the specified redemption date or dates pursuant to such
irrevocable instructions, as appropriate; and (ii) which escrow is sufficient,
as verified by a nationally recognized independent certified public
accountant, to pay principal of and interest and redemption premium, if any,
on the bonds or other obligations described in this paragraph on the
maturity date or dates specified in the irrevocable instructions referred to
above, as appropriate;
• tax exempt bonds as defined and permitted by section 148 of
the Internal Revenue Code and applicable regulations and only if rated
within the two highest classifications as established by at least one of the
standard rating services approved by the superintendent of banking by rule
adopted pursuant to chapter 17A Code of Iowa;
• an investment contract rated within the two highest
classifications as established by at least one of the standard rating services
approved by the superintendent of banking by rule adopted pursuant to
chapter 17A Code of Iowa; and
Iowa Public Agency Investment Trust.
_7_
"Program" shall mean the Iowa Water Pollution Control Works
Financing Program undertaken by the Original Purchaser;
"Project" shall mean the costs of acquisition, construction,
reconstruction, extending, remodeling, improving, repairing and equipping of the
System, including those costs associated with design engineering and construction
for upgrades to the Water Pollution Control Plant and implementation of the
results of the Water Pollution Control Plant Study;
"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.
"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 shall also act as Transfer Agent for the
Note;
"System" shall mean the municipal sewer 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 wastewater treatment facilities, sanitary
sewers, force mains, 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. Authori .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
-8-
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 Sewer 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 $3,200,000 and numbered R-l. 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.
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 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 name of the Bolder 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
_9_
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
Uniform 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 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.
-10-
A Note which has been redeemed shall not be reissued but shall be
cancelled by the Registrar. A Note 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:
-11-
REGISTERED REGISTERED
No. R-1 $
UNITED STATES OF AMERICA
STATE OF IOWA
.COUNTY OF DUBUQUE
CITY OF DUBUQUE
SEWER REVENUE CAPITAL LOAN NOTES
ANTICIPATION PROJECT NOTE
SERIES 2009
Interest Rate Maturity Date Dated Date
0.00% , 2012 , 2009
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 , 2012, without interest
(0%). Payment of this Note shall at all times conform to the rules of the Iowa Water
Pollution Control Works Financing 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
-12-
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 rederrtption 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, 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.
-13-
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 Dubuque, Iowa, all as of the day of
2009.
CITY OF DUBUQUE, IOWA
By:
By:
City Clerk Mayor
(SEAL)
Date of Authentication:
This is one of the Notes described in the within mentioned Resolution, as registered by
the City Treasurer.
CITY TREASURER
By:
Registrar
Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
ASSIGNMENT
Far 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:
-14-
(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.
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*
Partnership
Corporation
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
- IS -
TEN ENT - as tenants by the entireties
JT TEN - as joint tenantswith right of survivorship and not as tenants. in
common
IA UNIF TRANS MIN ACT - .........Custodian............
(Gust) (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 Project Fund. The Issuer hereby creates and
establishes a Project Fund, into which Project Fund are hereby appropriated the
following:
Proceeds of not to exceed $3,500,000 Sewer Revenue Capital
Loan Notes, additional action for 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.
Section 7. Application of Project 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,
-16-
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
sewer 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.
-17-
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. ReReal 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 Laan 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 2nd day of March , 2009.
~'
fr
Mayor
ATTEST:
,~
,City Clerk
~''
-18~
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 City Council, and the same is a true and complete copy of the
action taken by said City 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 City 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 City Council (a copy of the face
sheet of said agenda being attached hereto) pursuant to the local rules of the City 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 offices as indicated therein, that no City 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.
W~TNESS my hid and the seal of said Municipality hereto affixed this
day of -~ ; .~ ~,.~,~ , 2009.
~s
.~~ f ~ }
. ,i
F ~ ~- ~ f ~. ~= __
~~.Cty Clerk, Dubuque, Iowa
SEAL
DCORNELL\604 ] 89.1 \W P\ 10422.088
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 Sewer Revenue Capital Loan Notes Anticipation Project Note, Series 2009, of
said City of Dubuque, Iowa, in the amount of $3,200,000, 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 sewer revenue bonded indebtedness,
including above-mentioned Project Note $
All other indebtedness of any
kind, payable from Sewer Revenues $
IIV WITNESS WHEREOF, we have hereunto affixed our hands at Dubuque, Iowa,
this day of , 2009.
>j
/!
,~ . - Mayor
~,
=~ ~~
~.
'--'~'.~,~ ~ ~ ~;-~ %~'-.'~g~ ~~ City Clerk
.,,.
-,'~~"~ `~' ~'' ~ ~~ ~ ' ~~~~~ ,;~ < ~ Ci Treasurer
~' ty
(SEAL,)
I, the undersigned, the officer of the Bank indicated by my signature hereto, do
hereby certify that I am personally acquainted with the persons whose signatures, each
Is~lown to me to be genuine, are signed to the foregoing Certificate; and that I know that
the persons aforesaid are the officers of the City named in said Certificate, indicated
respectively by the title appended to the respective signature and whose signatures appear
on the Note mentioned in said Certificate.
Dated at Dubuque, Iowa, the date last above written.
,~ ~ ~,~
~ ~`
~'..~..~~ (Name of Bank)
_~
f
~ m. m~ ~~
»y~ ~~ - ~„
DCORNEL L\60423 8.1 \W P\ 10422.088
SRFPN.I
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 $3,200,000 Sewer Revenue Capital Loan
Notes Anticipation Project Note, Series 2009, 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.
I further certify the stated officers whose signatures appear below are now the duly
qualified and acting officials of the City, possessed of the offices as designated below, to-
wn:
Mayor: Roy Buol
"~~
(Original Signature)
City Clerk: Jeanne Schneider
i _ ~,#',
__~
,~ ~ ~~ _ _ ~- ~ ~--` e,~~ ~,-,~;.
(Original Signature)
City Treasurer: Ken TeKippe
(Original Si~ature)
NESS my hand and the seal of said City hereto attached this _ day
of Jam. ~,~,.~.-~`' , 2009, at Dubuque, Iowa.
-~
~m
-~ -~
ity Clerk, Dubuque, Iowa
(SEAL)
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
Subscribed and sworn to before me by Jeanne Schneider, on this ~ r _°'`~ day
of ~ ~ " ` J~ ` , 2009.
.,
~,-; ,~°
(Seal) ~- ;;~ ~ "~
Notl~c in and for Dubuque County, Iowa
DCORNELL\604237.1\WP\]0422.088 """~ °=a ~ ~~«
~~~in~ s KE1 l~ ~ ~ . FIRr~S i r~ri~.
~° ~° ~ OU~~?r~11S810t~' N~~ 'I~'_,295
~~~H>_ A~iY Ct~tMPvi'%~,"~IC?r~ EXF'lf3~S
INTERIM LOAN AND DISBURSEMENT AGREEMENT
This Interim Loan and Disbursement Agreement (the "Agreement") is entered into
as of , 2009, 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 $3,200,000,
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, 2007, 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.
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 that statute.
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.
CITY OF DUBUQUE, IOWA
(SEAL) X i
~~
By: ~
Mayor
~_
Attest:
.~ ='
~~`C;lerk
2
IOWA FINANCE AUTHORITY
By:
Bret L. Mills, Executive Director
DCORNELL\604235.1 \WP\10422.088