40 Main LLC Urban Renewal Tax Increment Revenue NotesCouncil Member Kevin Lynch introduced the following Resolution entitled "A
RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $690,529
URBAN RENEWAL TAX INCREMENT REVENUE NOTES, TAXABLE SERIES 2009
(40 MAIN LLC PROJECT), OF THE CITY OF DUBUQUE, IOWA, AND PROVIDING
FOR THE SECURING OF SUCH NOTES FOR THE PURPOSE OF CARRYING OUT
AN URBAN RENEWAL PROJECT IN THE AREA OF THE CITY OF DUBUQUE, IOWA
DESIGNATED AS THE GREATER DOWNTOWN URBAN RENEWAL DISTRICT", 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:
RESOLUTION NO. 210-09
RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE
OF $690,529 URBAN RENEWAL TAX INCREMENT REVENUE NOTES,
TAXABLE SERIES 2009 (40 MAIN LLC PROJECT), OF THE CITY OF
DUBUQUE, IOWA, AND PROVIDING FOR THE SECURING OF SUCH
NOTES FOR THE PURPOSE OF CARRYING OUT AN URBAN
RENEWAL PROJECT IN THE AREA OF THE CITY OF DUBUQUE,
IOWA DESIGNATED AS THE GREATER DOWNTOWN URBAN
RENEWAL DISTRICT
WHEREAS, the City Council of the City of Dubuque, Iowa (the "City" or the
"Issuer") has heretofore adopted an Amended and Restated Urban Renewal Plan (the
"Urban Renewal Plan") under which plan there are to be carried out urban renewal
project activities in an area designated as the Greater Downtown Urban Renewal
District (the "Project Area"); and
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WHEREAS, it is presently estimated that the costs of carrying out the purposes
and provisions of the Urban Renewal Plan for the Project Area, including the purpose
set forth in Section 3 hereof, exceed $700,000, and provisions must now be made by
the City to provide for the payment of such costs by the issuance of Notes; and
WHEREAS, the City has heretofore adopted Ordinances under Section 403.19
of the Code of Iowa (the "Ordinance"), under which the taxes levied on the taxable
property in the Project Area shall be divided, and a special fund created under the
authority of Section 403.19(2) of the Code of Iowa, as amended (which special fund is
hereinafter referred to as the "Greater Downtown Urban Renewal District Tax Increment
Revenue Fund" or "Revenue Fund") which fund was created in order to pay the
principal of and interest on loans, monies advanced to or indebtedness whether funded,
refunded, assumed, or otherwise, including bonds issued under the authority of Section
403.9(1) of the Code of Iowa, as amended, incurred by the City to finance or refinance
in whole or in part urban renewal project activities undertaken within the Project Area,
and pursuant to which Ordinance such Revenue Fund may be irrevocably pledged by
the City for the payment of principal and interest on such indebtedness; and
WHEREAS, the notice of intention of Issuer to take action for the issuance of not
to exceed $700,000 Urban Renewal Tax Increment Revenue Notes has heretofore
been duly published and no objections to such proposed action have been filed and it is
now necessary and advisable that provisions be made for the issuance of Notes to the
amount of $690,529 pursuant to the provisions of Section 403.9(1) of the Code of Iowa,
payable from a portion of the income and proceeds of the Revenue Fund and other
funds of the City derived from or held in connection with the undertaking and carrying
out of the Urban Renewal Plan for the Project Area as described herein.
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. In addition to the defined terms set forth in the
preambles hereof, the following terms shall have the following meanings in this
Resolution unless the text expressly or by necessary implication requires otherwise:
^ "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;
^ "Corporate Seal" shall mean the official seal of Issuer adopted by
the Governing Body;
^ "Developer" shall mean 40 Main, LLC, an Iowa limited liability
company;
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^ "Development Agreement" shall mean the Development
Agreement dated as of January 15, 2009 by and between the City and the
Developer, as amended from time to time;
^ "Development Property" shall mean that portion of the Project Area
being developed by the Developer under the terms of the Development
Agreement, upon which the Developer has covenanted to construct the Minimum
Improvements, being legally described as set forth in the Development
Agreement;
^ "Fiscal Year" shall mean the twelve-month period beginning on
July I 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 Issuer;
^ "40 Main, LLC TIF Account" means a separate account to be
established within the Greater Downtown Urban Renewal District Tax Increment
Revenue Fund of the City, in which there shall be deposited all Tax Increments
received by the City in respect of the Minimum Improvements and the
Development Property;
^ "Governing Body" shall mean the City Council of the City, or its
successor in function with respect to the operation and control of the Project
Area;
^ "Greater Downtown Urban Renewal District Tax Increment
Revenue Fund" or "Revenue Fund" means the special fund of the City created
under the authority of Section 403.19(2) of the Code of Iowa and the Ordinance,
which fund was created in order to pay the principal of and interest on loans,
monies advanced to, or indebtedness, whether funded, refunded, assumed or
otherwise, including bonds or other obligations issued under the authority of
Section 403.19 or 403.12 of the Code of Iowa, incurred by the City to finance or
refinance in whole or in part projects undertaken pursuant to the Urban Renewal
Plan for the Project Area;
^ "Independent Auditor" shall mean an independent firm of Certified
Public Accountants or the Auditor of State;
^ "Issuer" and "City" shall mean the City of Dubuque, Iowa;
^ "Minimum Improvements" shall mean the construction of eighteen
(18) apartments for market-rate rental and 7,800 square feet of retail space by
the Developer on the Development Property in accordance with the terms of the
Development Agreement;
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^ "Notes" or "Note" shall mean the $690,529 Urban Renewal Tax
Increment Revenue Note, Taxable Series 2009 (40 Main LLC Project),
authorized to be issued by this Resolution;
^ "Original Purchaser" shall mean Premier Bank, Dubuque, Iowa, 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 Note as the same shall become due;
^ "Project Area" shall mean the Greater Downtown Urban Renewal
District of the Issuer, as amended from time to time;
^ "Project Fund" or "Construction Account" shall mean the fund
required to be established by this Resolution for the deposit of the proceeds of
the Note;
^ "Registrar" shall be the City Treasurer of Dubuque, Iowa, 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;
^ "Tax Increments" means the property tax revenues divided and
made available to the City for deposit in the Greater Downtown Urban Renewal
District Tax Increment Revenue Fund under the provisions of Section 403.19 of
the Code and the Ordinance;
^ "Treasurer" shall mean the City Treasurer.or such other officer as
shall succeed to the same duties and responsibilities with respect to the
recording and payment of the Note issued hereunder.
Section 2. Authority. The Note authorized by this Resolution shall be issued
pursuant to Section 403.9 of the Code of Iowa, and in compliance with all applicable
provisions of the Constitution and laws of the State of Iowa.
Section 3. Authorization Purpose Approval of Purchase Agreement and
Disbursements. There are hereby authorized to be issued, one negotiable, serial, fully
registered Urban Renewal Tax Increment Revenue Note, Taxable Series 2009 (40 Main
LLC Project), of the City of Dubuque, in the County of Dubuque, State of Iowa, in the
aggregate principal amount of $690,529 for the purpose of paying costs of aiding in the
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planning, undertaking and carrying out of urban renewal project activities under the
authority of Chapter 403 of the Code of Iowa and the Amended and Restated Urban
Renewal Plan for the Greater Downtown Urban Renewal District, including those costs
associated with the funding of economic development grants and loans to 40 Main,
LLC, an Iowa limited liability company, under the terms of a Development Agreement
dated January 15, 2009 between the City of Dubuque, Iowa and 40 Main, LLC, as the
same may be amended from time to time, and the funding of related reserves and
payment of the costs of issuance of the Notes.
The Purchase Agreement between the City and the Original Purchaser (the
"Purchase Agreement") is hereby approved in substantially the form presented at this
meeting, and the Mayor and City Clerk are authorized to execute and deliver the same
on behalf of the City with such changes as shall to them, upon the advice of the City
Attorney, be necessary or appropriate.
On the date of issuance of the Note, proceeds of the Note in the amount set
forth in the disbursement and repayment schedule attached to the Purchase Agreement
shall be drawn upon and deposited in the Project Fund and held in such fund until
disbursed to the Developer in accordance with the Development Agreement and
applied to costs of issuance of the Note. In addition to such amount, the amounts set
forth in said disbursement and repayment schedule shall be withdrawn by the Treasurer
on December 31, 2009, June 30, 2010, December 31, 2010 and June 30, 2011 (in the
respective amounts set forth in the said schedule) and deposited in the Sinking Fund
established in Section 16 hereof and thereafter applied to the payment of interest on
the Note on said dates.
Section 4. Source of Payment. As provided and required by Chapter 403 of the
Code of Iowa, and Section 403.9, the Note and interest thereon shall be payable from
and secured solely and only by amounts deposited and held from time to time in the 40
Main LLC TIF Account of the City. The City hereby covenants and agrees to maintain
the Ordinance in force during the term of the Notes and to apply the Tax Increments
collected in respect of the Development Property and the Minimum Improvements
located thereon and allocated to the 40 Main LLC TIF Account to the payment of the
principal of and interest on the Notes. The Notes shall not be payable in any manner
from other Tax Increments collected in respect of other properties within the Project
Area or by general taxation or from any other City funds.
The Notes shall not constitute an indebtedness within the meaning of any
statutory debt limitation or restriction and shall not be subject to the provisions of any
other law relating to the authorization, issuance or sale of notes.
The Notes shall recite in substance that they have been issued by the City in
connection with an urban renewal project as defined in Chapter 403 of the Code of
Iowa, and in any suit, action or proceeding involving the validity or enforceability of any
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Note issued hereunder or the security therefor, such Notes shall be conclusively
deemed to have been issued for such purpose and such project shall be conclusively
deemed to have been planned, located and carried out in accordance with the
provisions of Chapter 403 of the Code of Iowa.
Section 5. Note Details. Urban Renewal Tax Increment Revenue Notes of the
City in the amount of $690,529 shall be issued pursuant to the provisions of Section
403.9 of the Code of Iowa for the aforesaid purpose. The Notes shall be designated
"URBAN RENEWAL TAX INCREMENT REVENUE NOTE, TAXABLE SERIES 2009
(40 MAIN LLC PROJECT)", be dated as of the date of delivery, and bear interest from
the date of disbursement of the proceeds thereof at the rate of 6.50°/o per annum, until
payment thereof, at the office of the Paying Agent, and shall mature in the principal
amounts set forth on the disbursement and repayment schedule attached to the
Purchase Agreement as Exhibit A and incorporated herein by this reference. As set
forth on said schedule, principal shall be payable on December 31, 2011 and
semiannually thereafter on the last business day of June and December of each year in
the amounts set forth therein until principal and interest are fully paid, except that the
final installment of the entire balance of principal and interest, if not sooner paid, shall
become due and payable on June 30, 2021.
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The Note shall be executed by the manual signature of the Mayor and attested
by the manual signature of the City Clerk, and impressed 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 to the registered owner of the Note. The Note may be in the
denomination of $1,000 or multiples thereof and shall, at the request of the Original
Purchaser, be issued initially as a single Note in the principal amount of $690,529 and
numbered R-1.
Section 6. Redemption. The principal of 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, by giving thirty days' notice of redemption
by registered or certified mail, to the registered owner of the Note. The terms of
redemption shall be par, plus accrued interest to date of call.
Section 7. Reqistration of Notes Appointment of Registrar; Transfer; Ownership;
Delivery; and Cancellation.
(a) Reqistration. The ownership of Notes may be transferred only by the
making of an entry upon the books kept for the registration and transfer of
ownership of the Notes, and in no other way. The Treasurer is hereby appointed
as Note Registrar under the terms of this Resolution. Registrar shall maintain
the books of the Issuer for the registration of ownership of the Notes for the
payment of principal of and interest on the Notes as provided in this Resolution.
All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial
Code and Section 384.83(5) of the Code of Iowa, subject to the provisions for
registration and transfer contained in the Notes and in this Resolution.
(b) Transfer. The ownership of any Note may be transferred only upon
the Registration Books kept for the registration and transfer of Notes and only
upon surrender thereof at the office of the Registrar together with an assignment
duly executed by the holder or his duly authorized attorney in fact in such form
as shall be satisfactory to the Registrar, along with the address and social
security number 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.
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(c) Registration of Transferred Notes. In all cases of the transfer of the
Notes, the Registrar shall register, at the earliest practicable time, on the
Registration Books, the Notes, in accordance with the provisions of this
Resolution.
(d) Ownership. As to any Note, the person in whose name the ownership
of the same shall be registered on the Registration Books of the Registrar shall
be deemed and regarded as the absolute owner thereof for all purposes, and
payment of or on account of the principal of any such Notes and the premium, if
any, and interest thereon shall be made only to or upon the order of the
registered owner thereof or his legal representative. All such payments shall be
valid and effectual to satisfy and discharge the liability upon such Note, including
the interest thereon, to the extent of the sum or sums so paid.
(e) Cancellation. All Notes which have been redeemed shall not be
reissued but shall be cancelled by the Registrar. All Notes which are cancelled
by the Registrar shall be destroyed and a certificate of the destruction thereof
shall be furnished promptly to the Issuer; provided that if the Issuer shall so
direct, the Registrar shall forward the cancelled Notes to the Issuer.
(f) Non-Presentment of Notes. In the event any payment check
representing payment of principal of or interest on the Notes is returned to the
Paying Agent or is not presented for payment of principal at the maturity or
redemption date, if funds sufficient to pay such principal of or interest on Notes
shall have been made available to the Paying Agent for the benefit of the owner
thereof, all liability of the Issuer to the owner thereof for such interest or payment
of such Notes shall forthwith cease, terminate and be completely discharged,
and thereupon it shall be the duty of the Paying Agent to hold such funds,
without liability for interest thereon, for the benefit of the owner of such Notes
who shall thereafter be restricted exclusively to such funds for any claim of
whatever nature on his part under this Resolution or on, or with respect to, such
interest or Notes. The Paying Agent's obligation to hold such funds shall
continue for a period equal to two years 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 8. Reissuance of Mutilated, Destroyed, Stolen or Lost Notes. In case
any outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer
shall at the request of Registrar authenticate and deliver a new Note of like tenor and
amount as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution
for such mutilated Note to Registrar, upon surrender of such mutilated Note, or in lieu of
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and substitution for the Note destroyed, stolen or lost, upon filing with the Registrar
evidence satisfactory to the Registrar and Issuer that such Note has been destroyed,
stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and
Issuer with satisfactory indemnity and complying with such other reasonable regulations
as the Issuer or its agent may prescribe and paying such expenses as the Issuer may
incur in connection therewith.
Section 9. Record Date. Payments of principal and interest, otherwise than
upon full redemption, made in respect of any Note, shall be made to the registered
holder thereof or to their designated agent as the same appear on the books of the
Registrar on the 15th day of the month preceding the payment date. All such payments
shall fully discharge the obligations of the Issuer in respect of such Notes to the extent
of the payments so made. Final payment of principal shall only be made upon
surrender of the Note to the Paying Agent.
Section 10. Execution Authentication and Delivery of the Notes. Upon the
adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Notes to
the Registrar, who shall authenticate the Notes and deliver the same to or upon order of
the Original Purchaser. No Note shall be valid or obligatory for any purpose or shall be
entitled to any right or benefit hereunder unless the Registrar shall duly endorse and
execute on such Note a Certificate of Authentication substantially in the form of the
Certificate herein set forth. Such Certificate upon any Note executed on behalf of the
Issuer shall be conclusive evidence that the Note so authenticated has been duly
issued under this Resolution and that the holder thereof is entitled to the benefits of this
Resolution.
Section 11. Right to Name Substitute Paying Agent or Registrar. Issuer
reserves the right to name a substitute, successor Registrar or Paying Agent upon
giving prompt written notice to each registered Noteholder.
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Section 12. Form of Note. Notes shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as
follows:
(7
O
(11
(2) ( ~ (3) ~ ~ (4) ~ ~ (5)
(9)
(9a)
(10)
(Continued on the back of this Note)
(11)(12)(13) I I (14) I I (15)
FIGURE 1
(Front)
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(10) (16)
(Continued)
FIGURE 2
(Back)
The text of the Notes to be located thereon at the item numbers shown shall be
a
Item 1, figure 1 = "STATE OF IOWA"
"COUNTY OF DUBUQUE"
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"CITY OF DUBUQUE"
"URBAN RENEWAL TAX INCREMENT
REVENUE NOTE"
"TAXABLE SERIES 2009"
"(40 MAIN LLC PROJECT)
Item 2, figure 1 =Rate: 6.50%
Item 3, figure 1 =Maturity: As described herein
Item 4, figure 1 =Note Date: July 9, 2009
Item 5, figure 1 = Cusip No.: N/A
Item 6, figure 1 = "Registered"
Item 7, figure 1 =Certificate No. R-1
Item 8, figure 1 =Principal Amount: $690,529
Item 9, figure 1 =The City of Dubuque, Iowa, a municipal corporation organized
and existing under and by virtue of the Constitution and laws of the State of Iowa (the
"Issuer"), for value received, promises to pay from the source and as hereinafter
provided, to:
Premier Bank
Dubuque, Iowa
Item 10, figure 1 = or registered assigns, the principal sum of (principal amount
written out) THOUSAND DOLLARS in lawful money of the United States of America, on
the maturity dates described herein, only upon presentation and surrender hereof at the
office of the City Treasurer, Paying Agent of this issue, or its successor, with interest on
said sum from the dates of disbursement of the proceeds hereof (set forth on the
disbursement and repayment schedule hereinafter referred to) until paid at the rate per
annum specified above, payable on December 31, 2009, and semiannually thereafter
on the last business day of June and December of each year until maturity as
hereinafter provided.
Principal of this Note shall be disbursed and this Note shall mature in the
principal amounts set forth on the disbursement and repayment schedule attached
hereto and incorporated herein by this reference. As set forth on said schedule,
principal shall be payable on December 31, 2011 and semiannually thereafter on the
last business day of June and December of each year in the amounts set forth therein
until principal and interest are fully paid, except that the final installment of the entire
balance of principal and interest, if not sooner paid, shall become due and payable on
June 30, 2021.
Interest and principal shall be paid to the registered holder of the Note as shown
on the records of ownership maintained by the Registrar as of the 15th day of the
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month next preceding such interest payment date. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months.
THE ISSUER DOES NOT INTEND OR REPRESENT THAT THE INTEREST ON
THE NOTE WILL BE EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME
TAX PURPOSES, AND THE ISSUER IS NOT OBLIGATED TO TAKE ANY ACTION
TO ATTEMPT TO SECURE ANY SUCH EXCLUSION. THE HOLDER OF THIS NOTE
THEREFORE SHOULD TREAT THE INTEREST THEREON AS BEING SUBJECT TO
FEDERAL INCOME TAXATION.
This Note is issued pursuant to the provisions of Section 403.9 of the Code of
Iowa, as amended, for the purpose of paying costs of aiding in the planning,
undertaking and carrying out of urban renewal project activities under the authority of
Chapter 403 of the Code of Iowa and the Amended and Restated Urban Renewal Plan
for the Greater Downtown Urban Renewal District, including those costs associated with
the funding of economic development grants and loans to 40 Main, LLC, an Iowa
limited liability company, under the terms of a Development Agreement dated January
15, 2009 between the City of Dubuque, Iowa and 40 Main, LLC, as the same may be
amended from time to time, and the funding of related reserves and payment of the
costs of issuance of the Notes, in conformity to a Resolution of the Council of said City
duly passed and approved (the "Resolution"). This Note is not an indebtedness within
the meaning of any statutory provisions, or a general obligation of the City.
This 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,
by giving thirty days' notice of redemption by registered or certified mail, to the
registered owner of the Note. The terms of redemption shall be par, plus accrued
interest to date of call.
Ownership of this Note may be transferred only by transfer upon the books kept
for such purpose by the City Treasurer, 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 Section 384.83(5) of the Code of Iowa,
subject to the provisions for registration and transfer contained in the Note Resolution.
This Note, as provided in the Resolution of which notice is hereby given and is
hereby made a part hereof, is payable from and secured solely and only by a pledge of
the tax increment revenues ("incremental taxes") collected in respect of certain
Development Property and Minimum Improvements constructed thereon, as defined
and provided in said Resolution, which are located within the Greater Downtown Urban
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Renewal District (the "Project Area") as referred to and authorized in subsection 2 of
Section 403.19 of the Code of Iowa, as amended. There has heretofore been
established and the City covenants and agrees that it will maintain in force an ordinance
providing for the division of incremental taxes within the Project Area and for the
establishment of a sinking fund to meet the principal of and interest on this Note as the
same becomes due. This Note is not payable in any manner from incremental taxes
collected in respect of other properties within the Project Area or by general taxation
and under no circumstances shall the City be in any manner liable by reason of the
failure of the pledged tax increment revenues to be sufficient for the payment hereof.
And it is hereby represented and certified that all acts, conditions and things
requisite, according to the laws and Constitution of the State of Iowa, to exist, to be
had, to be done, or to be performed precedent to the lawful issue of this Note, have
been existent, had, done and performed as required by law.
IN TESTIMONY WHEREOF, said City by its City Council has caused this Note to
be signed by the manual signature of its Mayor and attested by the manual signature of
its City Clerk, with the seal of said City impressed hereon, and authenticated by the
manual signature of an authorized representative of the Registrar, the City Treasurer,
Dubuque, Iowa.
Item 11, figure 1 =Date of authentication:
Item 12, figure 1 =This is one of the Notes described in the within mentioned
Resolution, as registered by the City Treasurer.
CITY TREASURER
By:
Registrar
Item 13, figure 1 = Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
Item 14, figure 1 = (Seal)
Item 15, figure 1 = [Signature Block]
CITY OF DUBUQUE, IOWA
By: Mayor's manual signature
Mayor
ATTEST:
By: City Clerk's manual signature
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City Clerk
Item 17, figure 2 = [Assignment Block]
[Information Required for Registration]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. )the within Note
and does hereby irrevocably constitute and appoint attorney in fact to
transfer the said Note on the books kept for registration of the within Note, with full
power of substitution in the premises.
Dated:
(Person(s) executing this Assignment sign(s) here)
SIGNATURE )
GUARANTEED)
IMPORTANT -READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written upon
the face of the certificate(s) or bond(s) in every particular without alteration or
enlargement or any change whatever. Signature guarantee must be provided in
accordance with the prevailing standards and procedures of the Registrar and
Transfer Agent. Such standards and procedures may require signature to be
guaranteed by certain eligible guarantor institutions that participate in a
recognized signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax
Identification Number of
Transferee(s)
Transferee is a(n):
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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
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)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN
THE ABOVE LIST.
Section 13. Equality of Lien. The timely payment of principal of and interest on
the Notes shall be secured equally and ratably by the Tax Increments collected and
allocated to the 40 Main LLC TIF Account without priority by reason of number or time
of sale or delivery; and the Tax Increments collected and allocated to the 40 Main LLC
TIF Account are hereby irrevocably pledged to the timely payment of both principal and
interest as the same become due.
Section 14. Application of Note Proceeds. Proceeds of the Note shall be drawn
upon and applied as described in Section 3 hereof. Subject to the limitations contained
in Code Section 403.9(1) any amounts on hand in the Project Fund shall be available
for the payment of the principal of or interest on the Note at any time that other funds
shall be insufficient to the purpose, in which event such funds shall be repaid to the
Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and
not immediately required for its purposes may be invested not inconsistent with
limitations provided by law or this Resolution.
Section 15. Tax Levy. After its adoption, a copy of this Resolution shall be filed
in the office of the County Auditor of Dubuque County to evidence the pledging of a
portion of the Greater Downtown Urban Renewal District Tax Increment Revenue Fund
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and the portion of taxes to be paid into the 40 Main LLC TIF Account and, pursuant to
the direction of Section 403.19 of the Code of Iowa, the Auditor shall thereafter allocate
the taxes in accordance therewith and in accordance with the Ordinance referred to in
the preamble hereof.
It is hereby certified that the annual amount of Tax Increments to be collected in
respect of the Development Property and the Minimum Improvements located thereon
pursuant to Section 403.19(2) of the Code of Iowa shall be not less than the annual
requirement for principal and interest on the Note, as follows:
_19_
Amount of Principal Fiscal Year (July 1 to June 30)
and Interest Year of Collection
$39,676 2009/2010
43,353 2010/2011
95,409 2011/2012
95,409 2012/2013
95,409 2013/2014
95,409 2014/2015
95,409 2015/2016
95,409 2016/2017
95,409 2017/2018
95,409 2018/2019
95,409 2019/2020
95,409 2020/2021
Section 16. Application of Revenues. From and after the delivery of the Note,
and as long as the Note shall be outstanding and unpaid either as to principal or as to
interest, or until the Note shall have been discharged and satisfied in the manner
provided in this Resolution, the Tax Increments collected in respect of the Development
Property and the Minimum Improvements located thereon shall be deposited as
collected in the 40 Main LLC TIF Account and shall be disbursed only as follows:
(a) Sinking Fund. There is hereby established and shall be maintained a
special fund within the 40 Main LLC TIF Account from which interest and
principal on the Note will be paid. The fund shall be known as the 40 Main LLC
Principal and Interest Fund (the "Sinking Fund"). The amount to be deposited in
the Sinking Fund in any year shall be an amount equal to the interest and
principal coming due on such Note during the fiscal year. Money shall be first
deposited into the Interest Account of the Sinking Fund to an amount equal to
the interest falling due in each fiscal year. Money shall next be deposited into
the Principal Account of the Sinking Fund to an amount equal to the principal
falling due in each fiscal year. Money in the Sinking Fund shall be used solely
for the purpose of paying principal of and interest on the Note, as the same shall
become due and payable.
(b) Surplus Revenue. All revenues thereafter remaining in the 40 Main
LLC TIF Account shall be deposited to remedy any deficiency in any of the funds
created by this Resolution, or may be used to pay or reimburse the Issuer for
other loans, moneys advanced to or indebtedness incurred to finance or
refinance in whole or in part the project of the Developer, as permitted by law, or
may be used to pay or redeem the Notes or for any other lawful purpose.
-20-
Moneys on hand in the Project Fund and all of the funds provided by this
Section may be invested only in direct obligations of the United States
Government or deposited in financial institutions which are members of the
Federal Deposit Insurance Corporation ("FDIC") and the deposits in which are
insured thereby and all such deposits exceeding the maximum amount insured
from time to time by FDIC or its equivalent successor in any one financial
institution shall be continuously secured by a valid pledge of direct obligations of
the United States Government having an equivalent market value. Alternatively,
such moneys may be invested in tax-exempt bonds or obligations of any state or
political subdivision thereof which are rated by Moody's Investors Service or
Standard & Poor's Corporation at a rating classification equal to or better than
the rating carried by the Notes or, in the case of short-term obligations, a rating
of MIG-1, S&P-1 or better. All such interim investments shall mature before the
date on which the moneys are required for the purposes for which said fund was
created or otherwise as herein provided. The provisions of this Section shall not
be construed to require the Issuer to maintain separate bank accounts for the
funds created by this Section; except the Sinking Fund shall be maintained in a
separate account but may be invested in conjunction with other funds of the City
but designated as a trust fund on the books and records of the City.
All income derived from such investments shall be deposited in the 40 Main LLC
TIF Account and shall be regarded as revenues thereof. Such investments shall at any
time necessary be liquidated and the proceeds thereof applied to the purpose for which
the respective fund was created.
Section 17. Covenants Regarding the Operation of the Project Area. The Issuer
hereby covenants and agrees with each and every holder of the Notes:
(a) Maintenance in Force. The Issuer will maintain the Urban Renewal
Plan and the Ordinance in force and will cause the incremental taxes from the
Development Property and Minimum Improvements to be levied annually and
certified to the County Auditor in an amount not less than the principal and
interest falling due within the year, and applied as provided in this Resolution,
unless the Notes are paid or sufficient provision for their payment is made.
Provided, however, that to the extent that amounts are on hand and are
sufficient to meet the payments required to be made and to maintain a sufficient
balance in each fund as required by this Resolution, the Issuer may abate the
levy of incremental taxes in any year.
(b) Accounting and Audits. The Issuer will cause to be kept proper books
and accounts adapted to the Project Area and in accordance with generally
accepted accounting practices, and will cause the books and accounts to be
audited annually not later than 180 days after the end of each fiscal year by an
Independent Auditor and will provide copies of the audit report to the Original
-21-
Purchaser upon request. The Original Purchaser and holders of any of the
Notes shall have at all reasonable times the right to inspect the Issuer's records,
accounts and data of the Issuer relating to the Revenue Fund or the 40 Main
LLC TIF Account.
(c) State Laws. The Issuer will faithfully and punctually perform all duties
with reference to the Urban Renewal Plan required by the Constitution and laws
of the State of Iowa, and will segregate the revenues of the Project Area and
apply said revenues to the funds as specified in this Resolution.
(d) Amendments. The Issuer reserves the right to amend the Urban
Renewal Plan for the Project Area and the Ordinance in its lawful discretion;
provided, that in no event shall obligations resulting from an amendment or
merger thereof have any priority over the Note.
Section 18. Remedies of Noteholders. Except as herein expressly limited the
holder or holders of the Notes shall have and possess all the rights of action and
remedies afforded by the common law, the Constitution and statutes of the State of
Iowa, and of the United States of America, for the enforcement of payment of their
Notes and interest thereon, and of the pledge of the revenues made hereunder, and of
all covenants of the Issuer hereunder.
Section 19. No Prior Lien or Parity Notes. The Issuer will issue no other bonds
or obligations of any kind or nature payable from or enjoying a lien or claim on the
property or revenues of the 40 Main LLC TIF Account having priority over the Note or
standing on a parity therewith with respect to the lien and claim of such additional
obligations to the revenues thereof and the money on deposit in the funds created in
this Resolution, without the written consent of the Original Purchaser or other registered
holder of the Note. The Issuer reserves the right to issue other obligations payable
from the Tax Increments collected in respect of other properties within the Project Area,
without notice to or consent of the Original Purchaser.
_22_
Section 20. Discharge and Satisfaction of Notes. The covenants, liens and
pledges entered into, created or imposed pursuant to this Resolution may be fully
discharged and satisfied with respect to the Note in any one or more of the following
ways:
(a) By paying the Note when the same shall become due and payable; or
(b) By depositing in trust with the Treasurer, or with a corporate trustee
designated by the governing body for the payment of said obligations and
irrevocably appropriated exclusively to that purpose an amount in cash or direct
obligations of the United States the maturities and income of which shall be
sufficient to retire at maturity, or by redemption prior to maturity on a designated
date upon which said obligations may be redeemed, all of such obligations
outstanding at the time, together with the interest thereon to maturity or to the
designated redemption date, premiums thereon, if any that may be payable on
the redemption of the same; provided that proper notice of redemption of all
such obligations to be redeemed shall have been previously published or
provisions shall have been made for such publication.
Upon such payment or deposit of money or securities, or both, in the amount
and manner provided by this Section, all liability of the Issuer with respect to the Notes
shall cease, determine and be completely discharged, and the holders thereof shall be
entitled only to payment out of the money or securities so deposited.
Section 21. Resolution a Contract. The provisions of this Resolution shall
constitute a contract between the Issuer and the holder or holders of the Note, and after
the issuance of any of the Note no change, variation or alteration of any kind in the
provisions of this Resolution shall be made in any manner, except as provided in the
next succeeding Section, until such time as all of the Note, and interest due thereon,
shall have been satisfied and discharged as provided in this Resolution.
Section 22. Modification of Resolution. This Resolution may be amended from
time to time if such amendment shall have been consented to by holders of not less
than two-thirds in principal amount of the Notes at any time outstanding (not including in
any case any Notes which may then be held or owned by or for the account of the
Issuer, but including such Refunding Notes as may have been issued for the purpose of
refunding any of such Notes if such Refunding Notes shall not then be owned by the
Issuer); but this Resolution may not be so amended in such manner as to:
- 23 -
(a) Make any change in the maturity or interest rate of the Notes, or
modify the terms of payment of principal of or interest on the Notes or any of
them or impose any conditions with respect to such payment;
(b) Materially affect the rights of the holders of less than all of the Notes
then outstanding; and
(c) Reduce the percentage of the principal amount of Notes, the consent
of the holders of which is required to effect a further amendment.
Whenever the Issuer shall propose to amend this Resolution under the
provisions of this Section, it shall cause notice of the proposed amendment to be filed
with the Original Purchaser or to be mailed by certified mail to any other registered
owner of the Note as shown by the records of the Registrar. Such notice shall set forth
the nature of the proposed amendment and shall state that a copy of the proposed
amendatory Resolution is on file in the office of the City Clerk.
Whenever at any time within one year from the date of the mailing of said notice
there shall be filed with the City Clerk an instrument or instruments executed by the
holders of at least two-thirds in aggregate principal amount of the Notes then
outstanding as in this Section defined, which instrument or instruments shall refer to the
proposed amendatory Resolution described in said notice and shall specifically consent
to and approve the adoption thereof, thereupon, but not otherwise, the governing body
of the Issuer may adopt such amendatory Resolution and such Resolution shall
become effective and binding upon the holders of all of the Notes.
Any consent given by the holder of a Note pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the instrument
evidencing such consent and shall be conclusive and binding upon all future holders of~
the same Note during such period. Such consent may be revoked at any time after six
months from the date of such instrument by the holder who gave such consent or by a
successor in title by filing notice of such revocation with the City Clerk.
The fact and date of the execution of any instrument under the provisions of this
Section may be proved by the certificate of any officer in any jurisdiction who by the
laws thereof is authorized to take acknowledgments of deeds within such jurisdiction
that the person signing such instrument acknowledged before him the execution
thereof, or may be proved by an affidavit of a witness to such execution sworn to before
such officer.
-24-
The amount and numbers of the Notes held by any person executing such
instrument and the date of his holding the same may be proved by an affidavit by such
person or by a certificate executed by an officer of a bank or trust company showing
that on the date therein mentioned such person had on deposit with such bank or trust
company the Notes described in such certificate.
Section 23. Severability. If any section, paragraph, or provision of this
Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the
remaining provisions.
Section 24. Repeal of Conflicting Ordinances or Resolutions and Effective Date.
All other ordinances, resolutions and orders, or parts thereof, in conflict with the
provisions of this Resolution are, to the extent of such conflict, hereby repealed; and
this Resolution shall be in effect from and after its adoption.
Passed and approved this 6 ~-h day of July , 2009.
f
.~.G..
Mayor
ATTEST:
:,
.~.~
ity Clerk
- 25 e
CERTIFICATE
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is
a true and complete copy of the portion of the corporate records of said Municipality
showing proceedings of the Council, and the same is a true and complete copy of the
action taken by said Council with respect to said matter at the meeting held on the date
indicated in the attachment, which proceedings remain in full force and effect, and have
not been amended or rescinded in any way; that meeting and all action thereat was
duly and publicly held in accordance with a notice of meeting and tentative agenda, a
copy of which was timely served on each member of the Council and posted on a
bulletin board or other prominent place easily accessible to the public and clearly
designated for that purpose at the principal office of the Council (a copy of the face
sheet of said agenda being attached hereto) pursuant to the local rules of the Council
and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the
public and media at least twenty-four hours prior to the commencement of the meeting
as required by said law and with members of the public present in attendance; I further
certify that the individuals named therein were on the date thereof duly and lawfully
possessed of their respective city offices as indicated therein, that no Council vacancy
existed except as may be stated in said proceedings, and that no controversy or
litigation is pending, prayed or threatened involving the incorporation, organization,
existence or boundaries of the City or the right of the individuals named therein as
officers to their respective positions.
WITNESS my nd nd the seal of said Municipality hereto affixed this
~~' day of ~ "~ , 2009.
Gity Clerk, Dubuque, Iowa
SEAL
DCORNELL/ 620855.1 /MSWord\10422.090
THE CITY OF ~ Dubuque
..f
~T T~ ~ AlWlmerical~p-
~,_J
Masterpiece on the Mississippi
2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution authorizing issuance of Urban Renewal Tax Increment
Revenue Notes to Support the 40 Main, LLC project
DATE: June 30, 2009
Economic Development Director Dave Heiar is recommending approval of the issuance
of $690,530 in Urban Renewal Tax Increments Notes to Support the 40 Main, LLC
mixed use redevelopment of the building at 40 Main Street. This is consistent with the
development agreement approved by the City Council on January 15, 2009 and the City
Council approval of, after a public hearing on June 15, 2009, the issuance.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Michael C. Van Milligen
MCVM:Iw
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Dave Heiar, Economic Development Director
TO: Michael Van Milligen, City Manager
FROM: David Heiar, Economic Development Director
SUBJECT: Resolution authorizing issuance of Urban Renewal Tax Increment
Revenue Notes to Support the 40 Main, LLC project.
DATE: June 25, 2009
INTRODUCTION
This memorandum presents for City Council adoption a resolution authorizing and
approving the issuance of $690,530 in Urban Renewal Tax Increment Revenue Notes
to support the 40 Main LLC., a mixed use redevelopment of the building at 40 Main
Street.
DISCUSSION
On January 15, 2009, the City Council approved a Development Agreement with 40
Main LLC. That Agreement set the terms for the redevelopment of property located at
40 Main Street. The Agreement stipulates the City will provide an Economic
Development Grant and loan to 40 Main, LLC in an amount estimated at $600,000 (half
loan, half grant). The City's intention is to use the Tax Increment revenues from the 40
Main rehabilitation project to retire debt on the Urban Renewal Tax Increment Revenue
Note, which is being used as the tool to provide the Economic Development Grant and
Loan to the Company. 40 Main, LLC asked Premier Bank to purchase the revenue
notes. The note sale will be for $690,530. This amount will be decreased for
administrative costs and costs to cover advanced interest needed to finance this loan
until property taxes are collected for this newly constructed facility, with the net
proceeds ($600,000) going to 40 Main, LLC.
On June 15, 2009, the City Council held a public hearing on the proposed issuance of
not to exceed $700,000 in order to provide funds to pay the costs of an urban renewal
project in the Greater Downtown Urban Renewal District, specifically funding an
economic development grant and loan to the 40 Main, LLC. 40 Main, LLC negotiated
the purchase of the bonds with Premier Bank at an annual interest rate of 6.5%.
The City has required that the Company execute a Minimum Assessment Agreement,
and the City pledges only the taxes generated from the new value of the project. There
is no City Guarantee involved.
RECOMMENDATION/ACTION STEP
I recommend that the City Council follow the proceedings attached, provided to us by
our bond counsel, and approve a resolution authorizing and providing for the issuance
of $690,530 in Urban Renewal Tax Increment Revenue Notes.
Attachment
6!29/2009 12:24 PM
40 Main, LLC
Recap of cash flows for City of Dubuque TIF
Assumptions
Minimum Assessment $3,185,300.00
Tax Available to Service Debt $95,409.06
Nominal Annual Rate 6.509
Periodic Rate 3.259
Daily Rate 0.018069
Regular Payment $47,704.53
Date Loan Advance Payment Interest Principal Balance Pmt #
7/9/2009 $607,500.00 0 0 0 $607,500.00
12/31/2009 $19,195.31 $19,195.31 $19,195.31 0 $626,695.31
6/30/2010 $20,480.75 $20,480.75 $20,480.75 0 $647,176.06
12/31/2010 $21,500.63 $21,500.63 $21,500.63 0 $668,676.69
6/30/2011 $21,852.73 $21,852.73 $21,852.73 0 $690,529.42
12/31/2011 $0.00 $47,704.53 $22,940.92 $24,763.61 $665,765.81 1
6/30/2012 $0.00 $47,704.53 $21,757.60 $25,946.93 $639,818.88 2
12/31/2012 $0.00 $47,704.53 $21,256.21 $26,448.32 $613,370.56 3
6/30/2013 $0.00 $47,704.53 $20,045.29 $27,659.24 $585,711.32 4
12/31/2013 $0.00 $47,704.53 $19,458.63 $28,245.90 $557,465.42 5
6/30/2014 $0.00 $47,704.53 $18,318.93 $29,385.60 $528,079.82 6
12/31/2014 $0.00 $47,704.53 $17,543.99 $30,160.54 $497,919.28 7
6/30/2015 $0.00 $47,704.53 $16,272.28 $31,432.25 $466,487.03 8
12/31/2015 $0.00 $47,704.53 $15,497.74 $32,206.79 $434,280.24 9
6/30/2016 $0.00 $47,704.53 $14,192.52 $33,512.01 $400,768.23 10
12/31/2016 $0.00 $47,704.53 $13,314.41 $34,390.12 $366,378.11 11
6/30/2017 $0.00 $47,704.53 $11,973.44 $35,731.09 $330,647.02 12
12/31/2017 $0.00 $47,704.53 $10,984.83 $36,719.70 $293,927.32 13
6/30/2018 $0.00 $47,704.53 $9,658.78 $38,045.75 $255,881.57 14
12/31/2018 $0.00 $47,704.53 $8,500.95 $39,203.58 $216,677.99 15
6/30/2019 $0.00 $47,704.53 $7,081.16 $40,623.37 $176,054.62 16
12/31/2019 $0.00 $47,704.53 $5,848.93 $41,855.60 $134,199.02 17
6/30/2020 $0.00 $47,704.53 $4,385.70 $43,318.83 $90,880.19 18
12/31/2020 $0.00 $47,704.53 $3,019.24 $44,685.29 $46,194.90 19
6/30/2021 0.00 47 704.57 1 509.67 46 194.90 $0.00 20
Total $690,529.42 $1,037,120.06 $346,590.64 $690,529.42
Loan Amount $690,529.42
Proceeds to 40 Main, LLC $600,000.00
Fee for bond counsel $7,500.00
Advances for interest 83 029.42
Total Loan Advances $690,529.42
~ t
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of Dubuque, Iowa.
Date of Meeting: , 2009.
Time of Meeting: o'clock .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:
$691,617 Urban Renewal Tax Increment Revenue Note, Taxable Series 2009 (40 Main
LLC Project).
- Resolution authorizing the issuance.
Such additional matters as are set forth on the additional page(s) attached
hereto. (number)
This notice is given at the direction of the pursuant to Chapter 21,
Code of Iowa, and the local rules of said governmental body.
City Clerk, Dubuque, Iowa
-1-
2009
The City Council of Dubuque, Iowa, met in
Federal Building, 350 West 6th Street, Dubuque, Iowa, at
above date. There were present
following named Council Members:
session, in the Historic
o'clock .M., on the
in the chair, and the
Absent:
-2-
Council Member introduced the following
Resolution entitled "A RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $691,617 URBAN RENEWAL TAX INCREMENT REVENUE
NOTES, TAXABLE SERIES 2009 (40 MAIN LLC PROJECT), OF THE CITY OF
DUBUQUE, IOWA, AND PROVIDING FOR THE SECURING OF SUCH NOTES
FOR THE PURPOSE OF CARRYING OUT AN URBAN RENEWAL PROJECT IN
THE AREA OF THE CITY OF DUBUQUE, IOWA DESIGNATED AS THE
GREATER DOWNTOWN URBAN RENEWAL DISTRICT", and moved its adoption.
Council Member
was called and the vote was:
AYES:
seconded the motion to adopt. The roll
NAYS:
Whereupon the Mayor declared the following Resolution duly adopted:
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $691,617 URBAN RENEWAL TAX INCREMENT
REVENUE NOTES, TAXABLE SERIES 2009 (40 MAIN LLC
PROJECT), OF THE CITY OF DUBUQUE, IOWA, AND PROVIDING
FOR THE SECURING OF SUCH NOTES FOR THE PURPOSE OF
CARRYING OUT AN URBAN RENEWAL PROJECT IN THE AREA
OF THE CITY OF DUBUQUE, IOWA DESIGNATED AS THE
GREATER DOWNTOWN URBAN RENEWAL DISTRICT
WHEREAS, the City Council of the City of Dubuque, Iowa (the "City" or the
"Issuer") has heretofore adopted an Amended and Restated Urban Renewal Plan (the
"Urban Renewal Plan") under which plan there are to be carried out urban renewal project
activities in an area designated as the Greater Downtown Urban Renewal District (the
"Project Area"); and
-3-
WHEREAS, it is presently estimated that the costs of carrying out the purposes
and provisions of the Urban Renewal Plan for the Project Area, including the purpose set
forth in Section 3 hereof, exceed $700,000, and provisions must now be made by the City
to provide for the payment of such costs by the issuance of Notes; and
WHEREAS, the City has heretofore adopted Ordinances under Section 403.19 of
the Code of Iowa (the "Ordinance"), under which the taxes levied on the taxable property
in the Project Area shall be divided, and a special fund created under the authority of
Section 403.19(2) of the Code of Iowa, as amended (which special fund is hereinafter
referred to as the "Greater Downtown Urban Renewal District Tax Increment Revenue
Fund" or "Revenue Fund") which fund was created in order to pay the principal of and
interest on loans, monies advanced to or indebtedness whether funded, refunded,
assumed, or otherwise, including bonds issued under the authority of Section 403.9(1) of
the Code of Iowa, as amended, incurred by the City to finance or refinance in whole or in
part urban renewal project activities undertaken within the Project Area, and pursuant to
which Ordinance such Revenue Fund may be irrevocably pledged by the City for the
payment of principal and interest on such indebtedness; and
WHEREAS, the notice of intention of Issuer to take action for the issuance of not
to exceed $700,000 Urban Renewal Tax Increment Revenue Notes has heretofore been
duly published and no objections to such proposed action have been filed and it is now
necessary and advisable that provisions be made for the issuance of Notes to the amount
of $691,617 pursuant to the provisions of Section 403.9(1) of the Code of Iowa, payable
from a portion of the income and proceeds of the Revenue Fund and other funds of the
City derived from or held in connection with the undertaking and carrying out of the
Urban Renewal Plan for the Project Area as described herein.
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. In addition to the defined terms set forth in the preambles
hereof, the following terms shall have the following meanings in this Resolution unless
the text expressly or by necessary implication requires otherwise:
^ "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;
^ "Corporate Seal" shall mean the official seal of Issuer adopted by the
Governing Body;
-4-
^ "Developer" shall mean 40 Main, LLC, an Iowa limited liability
company;
^ "Development Agreement" shall mean the Development Agreement
dated as of January 15, 2009 by and between the City and the Developer, as
amended from time to time;
^ "Development Property" shall mean that portion of the Project Area
being developed by the Developer under the terms of the Development Agreement,
upon which the Developer has covenanted to construct the Minimum
Improvements, being legally described as set forth in the Development Agreement;
^ "Fiscal Year" shall mean the twelve-month period beginning on
July 1 of each year and ending on the last day of June of the following year, or any
other consecutive twelve-month period adopted by the Governing Body or by law
as the official accounting period of the Issuer;
^ "40 Main, LLC TIF Account" means a separate account to be
established within the Greater Downtown Urban Renewal District Tax Increment
Revenue Fund of the City, in which there shall be deposited all Tax Increments
received by the City in respect of the Minimum Improvements and the
Development Property;
^ "Governing Body" shall mean the City Council of the City, or its
successor in function with respect to the operation and control of the Project Area;
^ "Greater Downtown Urban Renewal District Tax Increment Revenue
Fund" or "Revenue Fund" means the special fund of the City created under the
authority of Section 403.19(2) of the Code of Iowa and the Ordinance, which fund
was created in order to pay the principal of and interest on loans, monies advanced
to, or indebtedness, whether funded, refunded, assumed or otherwise, including
bonds or other obligations issued under the authority of Section 403.19 or 403.12
of the Code of Iowa, incurred by the City to finance or refinance in whole or in
part projects undertaken pursuant to the Urban Renewal Plan for the Project Area;
^ "Independent Auditor" shall mean an independent firm of Certified
Public Accountants or the Auditor of State;
-5-
^ "Issuer" and "City" shall mean the City of Dubuque, Iowa;
^ "Minimum Improvements" shall mean the construction of eighteen
(18) apartments for market-rate rental and 7,800 square feet of retail space by the
Developer on the Development Property in accordance with the terms of the
Development Agreement;
^ "Notes" or "Note" shall mean the $691,617 Urban Renewal Tax
Increment Revenue Note, Taxable Series 2009 (40 Main LLC Project), authorized
to be issued by this Resolution;
^ "Original Purchaser" shall mean Premier Bank, Dubuque, Iowa, 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 Note as the same shall become due;
^ "Project Area" shall mean the Greater Downtown Urban Renewal
District of the Issuer, as amended from time to time;
^ "Project Fund" or "Construction Account" shall mean the fund
required to be established by this Resolution for the deposit of the proceeds of the
Note;
^ "Registrar" shall be the City Treasurer of Dubuque, Iowa, 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;
^ "Tax Increments" means the property tax revenues divided and made
available to the City for deposit in the Greater Downtown Urban Renewal District
Tax Increment Revenue Fund under the provisions of Section 403.19 of the Code
and the Ordinance;
^ "Treasurer" shall mean the City Treasurer or such other officer as
shall succeed to the same duties and responsibilities with respect to the recording
-6-
and payment of the Note issued hereunder.
Section 2. Authori .The Note authorized by this Resolution shall be issued
pursuant to Section 403.9 of the Code of Iowa, and in compliance with all applicable
provisions of the Constitution and laws of the State of Iowa.
Section 3. Authorization, Purpose, Approval of Purchase Agreement and
Disbursements. There are hereby authorized to be issued, one negotiable, serial, fully
registered Urban Renewal Tax Increment Revenue Note, Taxable Series 2009 (40 Main
LLC Project), of the City of Dubuque, in the County of Dubuque, State of Iowa, in the
aggregate principal amount of $691,617 for the purpose of paying costs of aiding in the
planning, undertaking and carrying out of urban renewal project activities under the
authority of Chapter 403 of the Code of Iowa and the Amended and Restated Urban
Renewal Plan for the Greater Downtown Urban Renewal District, including those costs
associated with the funding of economic development grants and loans to 40 Main, LLC,
an Iowa limited liability company, under the terms of a Development Agreement dated
January 15, 2009 between the City of Dubuque, Iowa and 40 Main, LLC, as the same may
be amended from time to time, and the funding of related reserves and payment of the
costs of issuance of the Notes.
The Purchase Agreement between the City and the Original Purchaser (the
"Purchase Agreement") is hereby approved in substantially the form presented at this
meeting, and the Mayor and City Clerk are authorized to execute and deliver the same on
behalf of the City with such changes as shall to them, upon the advice of the City
Attorney, be necessary or appropriate.
On the date of issuance of the Note, proceeds of the Note in the amount set forth in
the disbursement and repayment schedule attached to the Purchase Agreement shall be
drawn upon and deposited in the Project Fund and held in such fund until disbursed to the
Developer in accordance with the Development Agreement and applied to costs of
issuance of the Note. In addition to such amount, the amounts set forth in said
disbursement and repayment schedule shall be withdrawn by the Treasurer on December
31, 2009, June 30, 2010, December 31, 2010 and June 30, 2011 (in the respective
amounts set forth in the said schedule) and deposited in the Sinking Fund established in
Section 16 hereof and thereafter applied to the payment of interest on the Note on said
dates.
Section 4. Source of Payment. As provided and required by Chapter 403 of the
Code of Iowa, and Section 403.9, the Note and interest thereon shall be payable from and
secured solely and only by amounts deposited and held from time to time in the 40 Main
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LLC TIF Account of the City. The City hereby covenants and agrees to maintain the
Ordinance in force during the term of the Notes and to apply the Tax Increments collected
in respect of the Development Property and the Minimum Improvements located thereon
and allocated to the 40 Main LLC TIF Account to the payment of the principal of and
interest on the Notes. The Notes shall not be payable in any manner from other Tax
Increments collected in respect of other properties within the Project Area or by general
taxation or from any other City funds.
The Notes shall not constitute an indebtedness within the meaning of any statutory
debt limitation or restriction and shall not be subject to the provisions of any other law
relating to the authorization, issuance or sale of notes.
The Notes shall recite in substance that they have been issued by the City in
connection with an urban renewal project as defined in Chapter 403 of the Code of Iowa,
and in any suit, action or proceeding involving the validity or enforceability of any Note
issued hereunder or the security therefor, such Notes shall be conclusively deemed to
have been issued for such purpose and such project shall be conclusively deemed to have
been planned, located and carried out in accordance with the provisions of Chapter 403 of
the Code of Iowa.
Section 5. Note Details. Urban Renewal Tax Increment Revenue Notes of the
City in the amount of $691,617 shall be issued pursuant to the provisions of Section 403.9
of the Code of Iowa for the aforesaid purpose. The Notes shall be designated "URBAN
RENEWAL TAX INCREMENT REVENUE NOTE, TAXABLE SERIES 2009 (40
MAIN LLC PROJECT)", be dated as of the date of delivery, and bear interest from the
date of disbursement of the proceeds thereof at the rate of 6.50% per annum, until
payment thereof, at the office of the Paying Agent, and shall mature in the principal
amounts set forth on the disbursement and repayment schedule attached to the Purchase
Agreement as Exhibit A and incorporated herein by this reference. As set forth on said
schedule, principal shall be payable on December 31, 2009 and semiannually thereafter
on the last business day of June and December of each year in the amounts set forth
therein until principal and interest are fully paid, except that the final installment of the
entire balance of principal and interest, if not sooner paid, shall become due and payable
on June 30, 2021.
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The Note shall be executed by the manual signature of the Mayor and attested by
the manual signature of the City Clerk, and impressed 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 to the registered owner of the Note. The Note may be in the
denomination of $1,000 or multiples thereof and shall, at the request of the Original
Purchaser, be issued initially as a single Note in the principal amount of $691,617 and
numbered R-1.
Section 6. Redemption. The principal of 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, by giving thirty days' notice of redemption by
registered or certified mail, to the registered owner of the Note. The terms of redemption
shall be par, plus accrued interest to date of call.
Section 7. Registration of Notes; Appointment of Registrar; Transfer; Ownership;
Delivery; and Cancellation.
(a) Registration. The ownership of Notes may be transferred only by the
making of an entry upon the books kept for the registration and transfer of
ownership of the Notes, and in no other way. The Treasurer is hereby appointed as
Note Registrar under the terms of this Resolution. Registrar shall maintain the
books of the Issuer for the registration of ownership of the Notes for the payment
of principal of and interest on the Notes as provided in this Resolution. All Notes
shall be negotiable as provided in Article 8 of the Uniform Commercial Code and
Section 384.83(5) of the Code of Iowa, subject to the provisions for registration
and transfer contained in the Notes and in this Resolution.
(b) Transfer. The ownership of any Note may be transferred only upon the
Registration Books kept for the registration and transfer of Notes and only upon
surrender thereof at the office of the Registrar together with an assignment duly
executed by the holder or his duly authorized attorney in fact in such form as shall
be satisfactory to the Registrar, along with the address and social security number
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
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permitted by this Resolution in aggregate principal amount equal to the unmatured
and unredeemed principal amount of such transferred fully registered Note, and
bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
(c) Registration of Transferred Notes. In all cases of the transfer of the
Notes, the Registrar shall register, at the earliest practicable time, on the
Registration Books, the Notes, in accordance with the provisions of this
Resolution.
(d) Ownership. As to any Note, the person in whose name the ownership
of the same shall be registered on the Registration Books of the Registrar shall be
deemed and regarded as the absolute owner thereof for all purposes, and payment
of or on account of the principal of any such Notes and the premium, if any, and
interest thereon shall be made only to or upon the order of the registered owner
thereof or his legal representative. All such payments shall be valid and effectual
to satisfy and discharge the liability upon such Note, including the interest thereon,
to the extent of the sum or sums so paid.
(e) Cancellation. All Notes which have been redeemed shall not be
reissued but shall be cancelled by the Registrar. All Notes which are cancelled by
the Registrar shall be destroyed and a certificate of the destruction thereof shall be
furnished promptly to the Issuer; provided that if the Issuer shall so direct, the
Registrar shall forward the cancelled Notes to the Issuer.
(fj Non-Presentment of Notes. In the event any payment check
representing payment of principal of or interest on the Notes is returned to the
Paying Agent or is not presented for payment of principal at the maturity or
redemption date, if funds sufficient to pay such principal of or interest on Notes
shall have been made available to the Paying Agent for the benefit of the owner
thereof, all liability of the Issuer to the owner thereof for such interest or payment
of such Notes shall forthwith cease, terminate and be completely discharged, and
thereupon it shall be the duty of the Paying Agent to hold such funds, without
liability for interest thereon, for the benefit of the owner of such Notes who shall
thereafter be restricted exclusively to such funds for any claim of whatever nature
on his part under this Resolution or on, or with respect to, such interest or Notes.
The Paying Agent's obligation to hold such funds shall continue for a period equal
to two years 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
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this Resolution by the Owners of such interest or Notes of whatever nature shall be
made upon the Issuer.
Section 8. Reissuance of Mutilated, Destroyed, Stolen or Lost Notes. In case any
outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer shall at
the request of Registrar authenticate and deliver a new Note of like tenor and amount as
the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for such
mutilated Note to Registrar, upon surrender of such mutilated Note, or in lieu of and
substitution for the Note destroyed, stolen or lost, upon filing with the Registrar evidence
satisfactory to the Registrar and Issuer that such Note has been destroyed, stolen or lost
and proof of ownership thereof, and upon furnishing the Registrar and Issuer with
satisfactory indemnity and complying with such other reasonable regulations as the Issuer
or its agent may prescribe and paying such expenses as the Issuer may incur in connection
therewith.
Section 9. Record Date. Payments of principal and interest, otherwise than upon
full redemption, made in respect of any Note, shall be made to the registered holder
thereof or to their designated agent as the same appear on the books of the Registrar on
the 15th day of the month preceding the payment date. All such payments shall fully
discharge the obligations of the Issuer in respect of such Notes to the extent of the
payments so made. Final payment of principal shall only be made upon surrender of the
Note to the Paying Agent.
Section 10. Execution, Authentication and Delivery of the Notes. Upon the
adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Notes to
the Registrar, who shall authenticate the Notes and deliver the same to or upon order of
the Original Purchaser. No Note shall be valid or obligatory for any purpose or shall be
entitled to any right or benefit hereunder unless the Registrar shall duly endorse and
execute on such Note a Certificate of Authentication substantially in the form of the
Certificate herein set forth. Such Certificate upon any Note executed on behalf of the
Issuer shall be conclusive evidence that the Note so authenticated has been duly issued
under this Resolution and that the holder thereof is entitled to the benefits of this
Resolution.
Section 11. Right to Name Substitute Payi~Agent or Re istrar. Issuer reserves
the right to name a substitute, successor Registrar or Paying Agent upon giving prompt
written notice to each registered Noteholder.
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Section 12. Form of Note. Notes shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as
follows:
(6)
(~)
(6)
(g)
..,
(2) I ~3~ I 4> IO
(9)
(9a)
(10)
(Continued on the back of this Note)
(11)(12)(13) I I (14)
FIGURE 1
(Front)
(15)
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(10) (16)
(Continued)
FIGURE 2
(Back)
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The text of the Notes to be located thereon at the item numbers shown shall be as
follows:
Item 1, figure 1 = "STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"URBAN RENEWAL TAX INCREMENT
REVENUE NOTE"
Item 2, figure 1
Item 3, figure 1
Item 4, figure 1
Item 5, figure 1
Item 6, figure 1
Item 7, figure 1
Item 8, figure 1
"TAXABLE SERIES 2009"
"(40 MAIN LLC PROJECT)
Rate: 6.50%
Maturity: As described herein
Note Date: June 30, 2009
Cusip No.: N/A
"Registered"
Certificate No. R-1
Principal Amount: $691,617
Item 9, figure 1 =The City of Dubuque, Iowa, a municipal corporation organized
and existing under and by virtue of the Constitution and laws of the State of Iowa (the
"Issuer"), for value received, promises to pay from the source and as hereinafter provided,
to:
Premier Bank
Dubuque, Iowa
Item 10, figure 1 = or registered assigns, the principal sum of principal amount
written out) THOUSAND DOLLARS in lawful money of the United States of America,
on the maturity dates described herein, only upon presentation and surrender hereof at the
office of the City Treasurer, Paying Agent of this issue, or its successor, with interest on
said sum from the dates of disbursement of the proceeds hereof (set forth on the
disbursement and repayment schedule hereinafter referred to) until paid at the rate per
annum specified above, payable on December 31, 2009, and semiannually thereafter on
the last business day of June and December of each year until maturity as hereinafter
provided.
Principal of this Note shall be disbursed and this Note shall mature in the principal
amounts set forth on the disbursement and repayment schedule attached hereto and
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incorporated herein by this reference. As set forth on said schedule, principal shall be
payable on December 31, 2009 and semiannually thereafter on the last business day of
June and December of each year in the amounts set forth therein until principal and
interest are fully paid, except that the final installment of the entire balance of principal
and interest, if not sooner paid, shall become due and payable on June 30, 2021.
Interest and principal shall be paid to the registered holder of the Note as shown on
the records of ownership maintained by the Registrar as of the 15th day of the month next
preceding such interest payment date. Interest shall be computed on the basis of a 360-
day year of twelve 30-day months.
THE ISSUER DOES NOT INTEND OR REPRESENT THAT THE INTEREST
ON THE NOTE WILL BE EXCLUDED FROM GROSS INCOME FOR FEDERAL
INCOME TAX PURPOSES, AND THE ISSUER IS NOT OBLIGATED TO TAKE
ANY ACTION TO ATTEMPT TO SECURE ANY SUCH EXCLUSION. THE
HOLDER OF THIS NOTE THEREFORE SHOULD TREAT THE INTEREST
THEREON AS BEING SUBJECT TO FEDERAL INCOME TAXATION.
This Note is issued pursuant to the provisions of Section 403.9 of the Code of
Iowa, as amended, for the purpose of paying costs of aiding in the planning, undertaking
and carrying out of urban renewal project activities under the authority of Chapter 403 of
the Code of Iowa and the Amended and Restated Urban Renewal Plan for the Greater
Downtown Urban Renewal District, including those costs associated with the funding of
economic development grants and loans to 40 Main, LLC, an Iowa limited liability
company, under the terms of a Development Agreement dated January 15, 2009 between
the City of Dubuque, Iowa and 40 Main, LLC, as the same may be amended from time to
time, and the funding of related reserves and payment of the costs of issuance of the
Notes, in conformity to a Resolution of the Council of said City duly passed and approved
(the "Resolution"). This Note is not an indebtedness within the meaning of any statutory
provisions, or a general obligation of the City.
This 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, by
giving thirty days' notice of redemption by registered or certified mail, to the registered
owner of the Note. The terms of redemption shall be par, plus accrued interest to date of
call.
Ownership of this Note may be transferred only by transfer upon the books kept
for such purpose by the City Treasurer, the Registrar. Such transfer on the books shall
occur only upon presentation and surrender of this Note at the office of the Registrar,
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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 Section 384.83(5) of the Code of Iowa,
subject to the provisions for registration and transfer contained in the Note Resolution.
This Note, as provided in the Resolution of which notice is hereby given and is
hereby made a part hereof, is payable from and secured solely and only by a pledge of the
tax increment revenues ("incremental taxes") collected in respect of certain Development
Property and Minimum Improvements constructed thereon, as defined and provided in
said Resolution, which are located within the Greater Downtown Urban Renewal District
(the "Project Area") as referred to and authorized in subsection 2 of Section 403.19 of the
Code of Iowa, as amended. There has heretofore been established and the City covenants
and agrees that it will maintain in force an ordinance providing for the division of
incremental taxes within the Project Area and for the establishment of a sinking fund to
meet the principal of and interest on this Note as the same becomes due. This Note is not
payable in any manner from incremental taxes collected in respect of other properties
within the Project Area or by general taxation and under no circumstances shall the City
be in any manner liable by reason of the failure of the pledged tax increment revenues to
be sufficient for the payment hereof.
And it is hereby represented and certified that all acts, conditions and things
requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had,
to be done, or to be performed precedent to the lawful issue of this Note, have been
existent, had, done and performed as required by law.
IN TESTIMONY WHEREOF, said City by its City Council has caused this Note
to be signed by the manual signature of its Mayor and attested by the manual signature of
its City Clerk, with the seal of said City impressed hereon, and authenticated by the
manual signature of an authorized representative of the Registrar, the City Treasurer,
Dubuque, Iowa.
Item 11, figure 1 =Date of authentication:
Item 12, figure 1 =This is one of the Notes described in the within mentioned
Resolution, as registered by the City Treasurer.
CITY TREASURER
By:
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Registrar
Item 13, figure 1 = Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
Item 14, figure 1 = (Seal)
Item 15, figure 1 = [Signature Block]
CITY OF DUBUQUE, IOWA
By: Mayor's manual signature
Mayor
ATTEST:
By: City Clerk's manual signature
City Clerk
Item 17, figure 2 = [Assignment Block]
[Information Required for Registration]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. )the within Note
and does hereby irrevocably constitute and appoint attorney in fact to
transfer the said Note on the books kept for registration of the within Note, with full
power of substitution in the premises.
Dated:
(Person(s) executing this Assignment sign(s) here)
SIGNATURE )
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GUARANTEED)
IMPORTANT -READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written upon
the face of the certificate(s) or bond(s) in every particular without alteration or
enlargement or any change whatever. Signature guarantee must be provided in
accordance with the prevailing standards and procedures of the Registrar and
Transfer Agent. Such standards and procedures may require signature to be
guaranteed by certain eligible guarantor institutions that participate in a recognized
signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax
Identification Number of
Transferee(s)
Transferee is a(n):
Individual*
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
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)
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ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH
NOT IN THE ABOVE LIST.
Section 13. Equality of Lien. The timely payment of principal of and interest on
the Notes shall be secured equally and ratably by the Tax Increments collected and
allocated to the 40 Main LLC TIF Account without priority by reason of number or time
of sale or delivery; and the Tax Increments collected and allocated to the 40 Main LLC
TIF Account are hereby irrevocably pledged to the timely payment of both principal and
interest as the same become due.
Section 14. Application of Note Proceeds. Proceeds of the Note shall be drawn
upon and applied as described in Section 3 hereof. Subject to the limitations contained in
Code Section 403.9(1) any amounts on hand in the Project Fund shall be available for the
payment of the principal of or interest on the Note at any time that other funds shall be
insufficient to the purpose, in which event such funds shall be repaid to the Project Fund
at the earliest opportunity. Any balance on hand in the Project Fund and not immediately
required for its purposes may be invested not inconsistent with limitations provided by
law or this Resolution.
Section 15. Tax Lew. After its adoption, a copy of this Resolution shall be filed
in the office of the County Auditor of Dubuque County to evidence the pledging of a
portion of the Greater Downtown Urban Renewal District Tax Increment Revenue Fund
and the portion of taxes to be paid into the 40 Main LLC TIF Account and, pursuant to
the direction of Section 403.19 of the Code of Iowa, the Auditor shall thereafter allocate
the taxes in accordance therewith and in accordance with the Ordinance referred to in the
preamble hereof.
It is hereby certified that the annual amount of Tax Increments to be collected in
respect of the Development Property and the Minimum Improvements located thereon
pursuant to Section 403.19(2) of the Code of Iowa shall be not less than the annual
requirement for principal and interest on the Note, as follows:
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Amount of Principal Fiscal Year (July 1 to June 30)
and Interest Year of Collection
$40,696 2009/2010
43,422 2010/2011
95,559 2011/2012
95,559 2012/2013
95;559 2013/2014
95,559 2014/2015
95,559 2015/2016
95,559 2016/2017
95,559 2017/2018
95,559 2018/2019
95,559 2019/2020
95,559 2020/2021
Section 16. Application of Revenues. From and after the delivery of the Note, and
as long as the Note shall be outstanding and unpaid either as to principal or as to interest,
or until the Note shall have been discharged and satisfied in the manner provided in this
Resolution, the Tax Increments collected in respect of the Development Property and the
Minimum Improvements located thereon shall be deposited as collected in the 40 Main
LLC TIF Account and shall be disbursed only as follows:
(a) Sinking_Fund. There is hereby established and shall be maintained a
special fund within the 40 Main LLC TIF Account from which interest and
principal on the Note will be paid. The fund shall be known as the 40 Main LLC
Principal and Interest Fund (the "Sinking Fund"). The amount to be deposited in
the Sinking Fund in any year shall be an amount equal to the interest and principal
coming due on such Note during the fiscal year. Money shall be first deposited
into the Interest Account of the Sinking Fund to an amount equal to the interest
falling due in each fiscal year. Money shall next be deposited into the Principal
Account of the Sinking Fund to an amount equal to the principal falling due in
each fiscal year. Money in the Sinking Fund shall be used solely for the purpose
of paying principal of and interest on the Note, as the same shall become due and
payable.
(b) Surplus Revenue. All revenues thereafter remaining in the 40 Main
LLC TIF Account shall be deposited to remedy any deficiency in any of the funds
created by this Resolution, or may be used to pay or reimburse the Issuer for other
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loans, moneys advanced to or indebtedness incurred to finance or refinance in
whole or in part the project of the Developer, as permitted by law, or may be used
to pay or redeem the Notes or for any other lawful purpose.
Moneys on hand in the Project Fund and all of the funds provided by this
Section may be invested only in direct obligations of the United States
Government or deposited in financial institutions which are members of the
Federal Deposit Insurance Corporation ("FDIC") and the deposits in which are
insured thereby and all such deposits exceeding the maximum amount insured
from time to time by FDIC or its equivalent successor in any one financial
institution shall be continuously secured by a valid pledge of direct obligations of
the United States Government having an equivalent market value. Alternatively,
such moneys may be invested in tax-exempt bonds or obligations of any state or
political subdivision thereof which are rated by Moody's Investors Service or
Standard & Poor's Corporation at a rating classification equal to or better than the
rating carried by the Notes or, in the case of short-term obligations, a rating of
MIG-1, S&P-1 or better. All such interim investments shall mature before the date
on which the moneys are required for the purposes for which said fund was created
or otherwise as herein provided. The provisions of this Section shall not be
construed to require the Issuer to maintain separate bank accounts for the funds
created by this Section; except the Sinking Fund shall be maintained in a separate
account but may be invested in conjunction with other funds of the City but
designated as a trust fund on the books and records of the City.
All income derived from such investments shall be deposited in the 40 Main LLC
TIF Account and shall be regarded as revenues thereof. Such investments shall at any
time necessary be liquidated and the proceeds thereof applied to the purpose for which the
respective fund was created.
Section 17. Covenants Re ardin tg he Operation of the Project Area. The Issuer
hereby covenants and agrees with each and every holder of the Notes:
(a) Maintenance in Force. The Issuer will maintain the Urban Renewal
Plan and the Ordinance in force and will cause the incremental taxes from the
Development Property and Minimum Improvements to be levied annually and
certified to the County Auditor in an amount not less than the principal and interest
falling due within the year, and applied as provided in this Resolution, unless the
Notes are paid or sufficient provision for their payment is made. Provided,
however, that to the extent that amounts are on hand and are sufficient to meet the
payments required to be made and to maintain a sufficient balance in each fund as
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required by this Resolution, the Issuer may abate the levy of incremental taxes in
any year.
(b) Accounting and Audits. The Issuer will cause to be kept proper books
and accounts adapted to the Project Area and in accordance with generally
accepted accounting practices, and will cause the books and accounts to be audited
annually not later than 180 days after the end of each fiscal year by an Independent
Auditor and will provide copies of the audit report to the Original Purchaser upon
request. The Original Purchaser and holders of any of the Notes shall have at all
reasonable times the right to inspect the Issuer's records, accounts and data of the
Issuer relating to the Revenue Fund or the 40 Main LLC TIF Account.
(c) State Laws. The Issuer will faithfully and punctually perform all duties
with reference to the Urban Renewal Plan required by the Constitution and laws of
the State of Iowa, and will segregate the revenues of the Project Area and apply
said revenues to the funds as specified in this Resolution.
(d) Amendments. The Issuer reserves the right to amend the Urban
Renewal Plan for the Project Area and the Ordinance in its lawful discretion;
provided, that in no event shall obligations resulting from an amendment or merger
thereof have any priority over the Note.
Section 18. Remedies of Noteholders. Except as herein expressly limited the
holder or holders of the Notes shall have and possess all the rights of action and remedies
afforded by the common law, the Constitution and statutes of the State of Iowa, and of the
United States of America, for the enforcement of payment of their Notes and interest
thereon, and of the pledge of the revenues made hereunder, and of all covenants of the
Issuer hereunder.
Section 19. No Prior Lien or Pari Notes. The Issuer will issue no other bonds or
obligations of any kind or nature payable from or enjoying a lien or claim on the property
or revenues of the 40 Main LLC TIF Account having priority over the Note or standing
on a parity therewith with respect to the lien and claim of such additional obligations to
the revenues thereof and the money on deposit in the funds created in this Resolution,
without the written consent of the Original Purchaser or other registered holder of the
Note. The Issuer reserves the right to issue other obligations payable from the Tax
Increments collected in respect of other properties within the Project Area, without notice
to or consent of the Original Purchaser.
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Section 20. Discharge and Satisfaction of Notes. The covenants, liens and
pledges entered into, created or imposed pursuant to this Resolution may be fully
discharged and satisfied with respect to the Note in any one or more of the following
ways:
(a) By paying the Note when the same shall become due and payable; or
(b) By depositing in trust with the Treasurer, or with a corporate trustee
designated by the governing body for the payment of said obligations and
irrevocably appropriated exclusively to that purpose an amount in cash or direct
obligations of the United States the maturities and income of which shall be
sufficient to retire at maturity, or by redemption prior to maturity on a designated
date upon which said obligations may be redeemed, all of such obligations
outstanding at the time, together with the interest thereon to maturity or to the
designated redemption date, premiums thereon, if any that may be payable on the
redemption of the same; provided that proper notice of redemption of all such
obligations to be redeemed shall have been previously published or provisions
shall have been made for such publication.
Upon such payment or deposit of money or securities, or both, in the amount and
manner provided by this Section, all liability of the Issuer with respect to the Notes shall
cease, determine and be completely discharged, and the holders thereof shall be entitled
only to payment out of the money or securities so deposited.
Section 21. Resolution a Contract. The provisions of this Resolution shall
constitute a contract between the Issuer and the holder or holders of the Note, and after
the issuance of any of the Note no change, variation or alteration of any kind in the
provisions of this Resolution shall be made in any manner, except as provided in the next
succeeding Section, until such time as all of the Note, and interest due thereon, shall have
been satisfied and discharged as provided in this Resolution.
Section 22. Modification of Resolution. This Resolution may be amended from
time to time if such amendment shall have been consented to by holders of not less than
two-thirds in principal amount of the Notes at any time outstanding (not including in any
case any Notes which may then be held or owned by or for the account of the Issuer, but
including such Refunding Notes as may have been issued for the purpose of refunding
any of such Notes if such Refunding Notes shall not then be owned by the Issuer); but this
Resolution may not be so amended in such manner as to:
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(a) Make any change in the maturity or interest rate of the Notes, or modify
the terms of payment of principal of or interest on the Notes or any of them or
impose any conditions with respect to such payment;
(b) Materially affect the rights of the holders of less than all of the Notes
then outstanding; and -
(c) Reduce the percentage of the principal amount of Notes, the consent of
the holders of which is required to effect a further amendment.
Whenever the Issuer shall propose to amend this Resolution under the provisions
of this Section, it shall cause notice of the proposed amendment to be filed with the
Original Purchaser or to be mailed by certified mail to any other registered owner of the
Note as shown by the records of the Registrar. Such notice shall set forth the nature of
the proposed amendment and shall state that a copy of the proposed amendatory
Resolution is on file in the office of the City Clerk.
Whenever at any time within one year from the date of the mailing of said notice
there shall be filed with the City Clerk an instrument or instruments executed by the
holders of at least two-thirds in aggregate principal amount of the Notes then outstanding
as in this Section defined, which instrument or instruments shall refer to the proposed
amendatory Resolution described in said notice and shall specifically consent to and
approve the adoption thereof, thereupon, but not otherwise, the governing body of the
Issuer may adopt such amendatory Resolution and such Resolution shall become effective
and binding upon the holders of all of the Notes.
Any consent given by the holder of a Note pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the instrument
evidencing such consent and shall be conclusive and binding upon all future holders of
the same Note during such period. Such consent may be revoked at any time after six
months from the date of such instrument by the holder who gave such consent or by a
successor in title by filing notice of such revocation with the City Clerk.
The fact and date of the execution of any instrument under the provisions of this
Section may be proved by the certificate of any officer in any jurisdiction who by the laws
thereof is authorized to take acknowledgments of deeds within such jurisdiction that the
person signing such instrument acknowledged before him the execution thereof, or may
be proved by an affidavit of a witness to such execution sworn to before such officer.
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The amount and numbers of the Notes held by any person executing such
instrument and the date of his holding the same may be proved by an affidavit by such
person or by a certificate executed by an officer of a bank or trust company showing that
on the date therein mentioned such person had on deposit with such bank or trust
company the Notes described in such certificate.
Section 23. Severability. If any section, paragraph, or provision of this Resolution
shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the
remaining provisions.
Section 24. Repeal of Conflicting Ordinances or Resolutions and Effective Date.
All other ordinances, resolutions and orders, or parts thereof, in conflict with the
provisions of this Resolution are, to the extent of such conflict, hereby repealed; and this
Resolution shall be in effect from and after its adoption.
Passed and approved this day of , 2009.
Mayor
ATTEST:
City Clerk
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CERTIFICATE
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is
a true and complete copy of the portion of the corporate records of said Municipality
showing proceedings of the Council, and the same is a true and complete copy of the
action taken by said Council with respect to said matter at the meeting held on the date
indicated in the attachment, which proceedings remain in full force and effect, and have
not been amended or rescinded in any way; that meeting and all action thereat was duly
and publicly held in accordance with a notice of meeting and tentative agenda, a copy of
which was timely served on each member of the Council and posted on a bulletin board
or other prominent place easily accessible to the public and clearly designated for that
purpose at the principal office of the Council (a copy of the face sheet of said agenda
being attached hereto) pursuant to the local rules of the Council and the provisions of
Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at
least twenty-four hours prior to the commencement of the meeting as required by said law
and with members of the public present in attendance; I further certify that the individuals
named therein were on the date thereof duly and lawfully possessed of their respective
city offices as indicated therein, that no Council vacancy existed except as may be stated
in said proceedings, and that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City or the right
of the individuals named therein as officers to their respective positions.
WITNESS my hand and the seal of said Municipality hereto affixed this
day of , 2009.
City Clerk, Dubuque, Iowa
SEAL
DCORNELU 620855.1 /MSWord\10422.090