General Obligation Urban Renewal Bonds Series 200B_$11,175,000THE CITY OF Dub~uqu~e
pN-Amiii~ii~
DUB E
1
Masterpiece on the Mississippi
2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Procedure to Complete Action on Issuance of $11,175,000 General
Obligation Urban Renewal Bonds for Construction of a Parking Ramp and
Public Infrastructure Improvements within Dubuque Industrial Center
West, Series 20096 (Taxable Build America Bonds)
DATE: October 12, 2009
Finance Director Ken TeKippe recommends City Council approval of the suggested
proceedings to complete action on the issuance of $11,175,000 General Obligation
Urban Renewal Bonds for construction of a parking ramp and public infrastructure
improvements within Dubuque Industrial Center West, Series 20098 (Taxable Build
America Bonds). The proceeds of the Bonds will be used to pay costs of certain urban
renewal project activities under the authority of Chapter 403 of the Code of Iowa and the
Amended and Restated Urban Renewal Plans for the Greater Downtown Urban
Renewal District and the Dubuque Industrial Center West Economic Development
District, including those costs associated with the construction of a multi-story public
parking ramp located at 5th and Bluff Streets, and the construction of street, sewer,
sidewalk, trail and other public infrastructure improvements within Dubuque Industrial
Center West. Although we are selling General Obligation Bonds to support the projects,
repayment of the debt will be from parking revenue and tax increment revenues of the
Greater Downtown Urban Renewal District and Dubuque Industrial Center West District.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
:~v--
Mi ael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Ken TeKippe, Finance Director
THE CITY OF ~~ Dubuque
..--
~I-AmericaCi~
D~,JB E
i
Masterpiece on the Mississippi
zoa~
TO: Michael C. Van Milligen, City Manager
FROM: Ken TeKippe, Finance Director ~ ~~ ~~
SUBJECT: Procedure to Complete Action of Issuance of $11,175,000 General
Obligation Urban Renewal Bonds for Construction of a Parking Ramp and
Public Infrastructure Improvements within Dubuque Industrial Center
West, Series 2009B (Taxable Build America Bonds)
DATE: October 12, 2009
The purpose of this memorandum is to provide suggested proceedings to complete the
action required on the recent bond issue. The proceeds of the Bonds will be used to
pay costs of certain urban renewal project activities under the authority of Chapter 403
of the Code of Iowa and the Amended and Restated Urban Renewal Plans for the
Greater Downtown Urban Renewal District and the Dubuque Industrial Center West
Economic Development District, including those costs associated with the construction
of a multi-story public parking ramp located at 5th and Bluff Streets, and the
construction of street, sewer, sidewalk, trail and other public infrastructure
improvements within Dubuque Industrial Center West. Although we are selling General
Obligation Bonds to support the projects, repayment of the debt will be from parking
revenue and tax increment revenues of the Greater Downtown Urban Renewal District
and Dubuque Industrial Center West District.
The first resolution appoints Wells Fargo Bank, National Association of Des Moines,
Iowa to serve as paying agent, bond registrar, and transfer agent, approving the paying
agent and bond registrar and transfer agent agreement and authorizing the execution of
the agreement.
The second resolution authorizes the issuance of the bonds. The resolution also
incorporates by reference the form of the Tax Certificate and Continuing Disclosure
Certificate.
A letter from attorney William Noth detailing information on the bond is enclosed. In
addition, a letter on capital expenditure requirements for Build America Bonds is
enclosed.
This is the final City Council action required on the bond issue.
KT/jg
Enclosures
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of Dubuque, Iowa.
Date of Meeting: October 19, 2009.
Time of Meeting: 6:30 o'clock P.M.
Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque,
Iowa.
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental
body will meet at the date, time and place above set out. The tentative agenda for said
meeting is as follows:
$11,175,000 General Obligation Urban Renewal Bonds, Series 2009B (Taxable Build
America Bonds)
® Resolution Appointing Paying Agent, Bond Registrar, and Transfer Agent,
Approving the Paying Agent and Bond Registrar and Transfer Agent
Agreement and Authorizing the Execution of the Agreement.
Such additional matters as are set forth on the additional 9 page(s) attached hereto.
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of said governmental body.
-c/
ity Clerk, Dubuque, Iowa
-1-
®ctober 20, 2009
The City Council of Dubuque, Iowa, met in regular session, in the Historic
Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the
above date. There were present Mayor Roy D. Buol, in the chair, and the following
named Council Members:
Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David Resnick,
Dirk Voetberg
Absent: None
-2-
Council Member Lynch introduced the following resolution entitled
"RESOLUTION APPOINTING WELLS FARGO BANK, NATIONAL ASSOCIATION OF
DES MOINES, IOWA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND
TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR
AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF
THE AGREEMENT", and moved that the resolution be adopted. Council Member
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 resolution duly adopted as follows:
RESOLUTION NO. 411-09
RESOLUTION APPOINTING WELLS FARGO BANK,
NATIONAL ASSOCIATION OF DES MOINES, IOWA, TO
SERVE AS PAYING AGENT, BOND REGISTRAR, AND
TRANSFER AGENT, APPROVING THE PAYING AGENT
AND BOND REGISTRAR AND TRANSFER AGENT
AGREEMENT AND AUTHORIZING THE EXECUTION OF
THE AGREEMENT
WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa,
$11,175,000 General Obligation Urban Renewal Bonds, Series 20096 (Taxable Build
America Bonds), dated the date of delivery, have been sold at public sale and action
should now be taken to provide for the maintenance of records, registration of
certificates and payment of principal and interest in connection with the issuance of the
Bonds; and
WHEREAS, this Council has deemed that the services offered by Wells Fargo
Bank, National Association of Des Moines, Iowa, are necessary for compliance with
rules, regulations, and requirements governing the registration, transfer and payment of
registered Bonds; and
WHEREAS, a Paying Agent, Bond Registrar and Transfer Agent Agreement
(hereafter "Agreement") has been prepared to be entered into between the City and
Wells Fargo Bank, National Association.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
DUBUQUE, IOWA:
-3-
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
DUBUQUE, IOWA:
Section 1. That Wells Fargo Bank, National Association of Des Moines, Iowa, is
hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in
connection with the issuance of $11,175,000 General Obligation Urban Renewal Bonds,
Series 20096 (Taxable Build America Bonds), dated the date of delivery.
Section 2. That the Agreement with Wells Fargo Bank, National Association of
Des Moines, Iowa, is hereby approved and that the Mayor and Clerk are authorized to
sign the Agreement on behalf of the City.
PASSED AND APPROVED this 19th day of October, 2009.
~.
Mayor
ATTEST:
ity Clerk V
®4®
CI®3
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 20t" day
of October, 2009.
ity Clerk, Dubuque, Iowa
SEAL
DCORNELL/ 633500.1 /MSWord\10422.092
_5_
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of the City of Dubuque, State of Iowa.
Date of Meeting: October 19, 2009.
Time of Meeting: 6:30 o'clock P.M.
Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque,
Iowa.
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental
body will meet at the date, time and place above set out. The tentative agenda for the
meeting is as follows:
$11,175,000 General Obligation Urban Renewal Bonds, Series 2009B (Taxable Build
America Bonds).
Approval of Tax Certificate.
Approval of Continuing Disclosure Certificate.
Resolution authorizing the issuance.
Such additional matters as are set forth on the additional 9 page(s) attached hereto.
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of the governmental body.
~~~
City Clerk, City of Dubuque, Iowa
®ctober 20, 2009
The City Council of the City of Dubuque, Iowa, met in regular session, in the
Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on
the above date. There were present Mayor Roy D. Buol, in the chair, and the following
named Council Members:
Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David
Resnick, Dirk Voetberg
Absent: None
~',: ~ ~ * k
®1-
Council Member Lynch moved that the form of Tax Certificate be placed on file
and approved. Council Member Voetberg seconded the motion. The roll was called and
the vote was,
AYES: Braig, Buol, Connors, Jones, Lynch, Resnick,
Voetberg
NAYS: None
Council Member Lynch moved that the form of Continuing Disclosure Certificate
be placed on file and approved. Council Member Voetberg seconded the motion. The roll
was called and the vote was,
AYES: Braig, Buol, Connors, Jones, Lynch, Resnick,
Voetberg
NAYS: None
Council Member Lynch introduced the following Resolution entitled
"RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF
$11,175,000 GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2009B,
(TAXABLE BUILD AMERICA BONDS), AND LEVYING A TAX TO PAY SAID
BONDS" and moved that it be adopted. Council Member Voetberg seconded the motion
to adopt, and the roll being called thereon, the vote was as follows:
-2-
AYES: Braig, Buol, Connors, Jones, Lynch, Resnick,
Voetberg
NAYS: None
Whereupon, the Mayor declared said Resolution duly adopted as follows:
RESOLUTION NO. 412-09
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $11,175,000 GENERAL OBLIGATION URBAN
RENEWAL BONDS, SERIES 2009B, (TAXABLE BUILD AMERICA
BONDS), AND LEVYING A TAX TO PAY SAID BONDS
WHEREAS, the Issuer is duly incorporated, organized and exists under and by
virtue of the laws and Constitution of the State of Iowa; and
WHEREAS, the Issuer is in need of funds to pay 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 Plans
for the Greater Downtown Urban Renewal District and the Dubuque Industrial Center
West Economic Development District, including those costs associated with the
construction of a multi-story public parking ramp located at 5th and Bluff Streets, and the
construction of street, sewer, sidewalk, trail and other public infrastructure improvements
within Dubuque Industrial Center West, and it is deemed necessary and advisable that the
City issue general obligation urban renewal bonds for said purpose to the amount of not
to exceed $13,500,000 as authorized by Sections 403.12 and 384.24(3)(q) of the Code of
Iowa; and
WHEREAS, pursuant to notice published as required by Sections 403.12 and
384.24(3)(q) this Council has held a public meeting and hearing upon the proposal to
institute proceedings for the issuance of the above described Bonds, and no petitions were
filed calling for an election thereon and all objections, if any, to such Council action
made by any resident or property owner of said City were received and considered by the
Council; and it is the decision of the Council that additional action be taken for the
issuance of said Bonds, and that such action is considered to be in the best interests of
said City and the residents thereof; and
WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the
above mentioned Bonds in the aggregate principal amount of $11,175,000 were
-3-
heretofore sold at public sale and action should now be taken to issue said Bonds
conforming to the terms and conditions of the best bid received at the advertised public
sale:
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. Definitions. The following terms shall have the following meanings in
this Resolution unless the text expressly or by necessary implication requires otherwise:
"Authorized Denominations" shall mean $5,000 or any integral
multiple thereof.
"Beneficial Owner" shall mean the person in whose name such Bond
is recorded as the beneficial owner of a Bond by a Participant on the records of
such Participant or such person's subrogee.
® "Bond Fund" shall mean the fund created in Section 3 of this
Resolution.
"Bonds" shall mean $11,175,000 General Obligation Urban Renewal
Bonds, Series 2009B (Taxable Build America Bonds), authorized to be issued by
this Resolution.
"Build America Bonds" shall mean the Bonds as authorized by
Sections 54AA and 6431 of the Code.
"Cede ~ Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Bonds.
"Code" shall mean the Internal Revenue Code of 1986 and the
Regulations thereunder and including the American Recovery and Reinvestment
Act of 2009 and such guidance with respect .thereto as may be issued by the
Internal Revenue Service or Department of the Treasury from time to time.
"Continuing Disclosure Certificate" shall mean that certain
Continuing Disclosure Certificate executed by the Issuer and dated the date of
issuance and delivery of the Bonds, as originally executed and as it maybe
amended from time to time in accordance with the terms thereof.
"Depository Bonds" shall mean the Bonds as issued in the form of
one global certificate for each maturity, registered in the Registration Books
maintained by the Registrar in the name of DTC or its nominee.
-4-
"DTC" shall mean The Depository Trust Company, New York, New
York, a limited purpose trust company, or any successor book-entry securities
depository appointed for the Bonds.
"Issuer" and "City" shall mean the City of Dubuque, Iowa.
"Participants" shall mean those broker-dealers, banks and other
financial institutions for which DTC holds Bonds as securities depository.
"Paying Agent" shall mean Wells Fargo Bank, National Association,
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 Bonds as the same shall become due.
® "Project Fund" shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of the Bonds.
"Rebate Fund" shall mean the fund so defined in and established
pursuant to the Tax Certificate.
"Registrar" shall mean Wells Fargo Bank, National Association of
Des Moines, 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 Bonds. Unless otherwise specified, the
Registrar shall also act as Transfer Agent for the Bonds.
~ "Representation Letter" shall mean the Blanket Issuer Letter of
Representations executed and delivered by the Issuer to DTC on file with DTC.
"Resolution" shall mean this resolution authorizing the Bonds.
"Subsidy Payments" shall mean all payments received by the Issuer
as a result of the Issuer's election to designate the Bonds as Build America Bonds.
"Tax Certificate" shall mean the Tax Certificate executed by the
Treasurer and delivered at the time of issuance and delivery of the Bonds.
"Treasurer" shall mean the Finance Director or such other officer as
shall succeed to the same duties and responsibilities with respect to the recording
and payment of the Bonds issued hereunder.
-5-
Section 2. Le and Certification of Annual Tax• Other Funds to be Used.
(a) Levy of Annual Tax. That for the purpose of providing funds to pay
the principal and interest of the Bonds hereinafter authorized to be issued, there is
hereby levied for each future year the following direct annual tax on all" of the
taxable property in Dubuque, Iowa, to-wit:
AMOUNT*
$274,801
$942,181
$940,431
$940,763
$939,719
$934,875
$934,113
$930,363
$929,.119
$916,381
$916,856
$909,781
$901,756
$891,256
$884,756
$882,006
$871,900
$859,625
$850,119
$844,000
FISCAL YEAR (JULY 1 TO JUNE 30)
YEAR OF COLLECTION
2009/2010
2010/2011
2011/2012
2012/2013
2013/2014
2014/2015
2015/2016
2016/2017
2017/2018
2018/2019
2019/2020
2020/2021
2021/2022
2022/2023
2023/2024
2024/2025
2025/2026
2026/2027
2027/2028
2028/2029
* Capitalized interest will be used together with available City funds to pay
the principal and interest of the Bonds coming due in 2009/2010.
(NOTE: For example the levy to be made and certified against the taxable
valuations of January 1, 2008 will be collected during the fiscal year commencing
July 1, 2009.)
(b) Resolution to be Filed With County Auditor. A certified copy of this
Resolution should be filed with the County Auditor of Dubuque County, State of
Iowa, and said Auditor is hereby instructed in and for each of the years as
provided, to levy and assess the tax hereby authorized in Section 2 of this
Resolution, in like manner as other taxes are levied and assessed, and such taxes
-6-
so levied in and for each of the years aforesaid be collected in like manner as other
taxes of the City are collected, and when collected be used for the purpose of
paying principal and interest on said Bonds issued in anticipation of said tax, and
for no other purpose whatsoever.
(c) Additional City Funds Available. Principal and interest coming due
at any time when the proceeds of said tax on hand shall be insufficient to pay the
same shall be promptly paid when due from current funds of the City available for
that purpose and reimbursement shall be made from such special fund in the
amounts thus advanced.
(d) Subsidy Fund. All Subsidy Payments received by the Issuer shall be
deposited in the Subsidy Fund, asub-fund within the Bond Fund, which is hereby
established by the Issuer. The Issuer shall apply all funds in the Bond Fund as
provided in the Tax Certificate, and shall adjust the levies set forth in Section 2(a)
above to the extent that Subsidy Funds are available to pay principal and interest
on the Bonds.
Section 3. Bond Fund. Said tax shall be collected each year at the same time and in
the same manner as, and in addition to, all other taxes in and for the City, and when
collected they shall be converted into a special fund within the Debt Service Fund to be
known as the "GENERAL OBLIGATION BOND FUND 2009B" (the "Bond Fund"),
which is hereby pledged for and shall be used only for the payment of the principal of
and interest on the Bonds hereinafter authorized to be issued; and also there shall be
apportioned to said fund its proportion of taxes received by the City from property that is
centrally assessed by the State of Iowa, and all Subsidy Payments received in connection
with the Bonds.
Section 4. Application of Bond Proceeds -Project Fund. Proceeds of the Bonds
shall be applied as follows:
An amount equal to $143,784 shall be credited to the Costs of Issuance
Fund which is hereby created and expended for the costs of issuance of the Bonds
including, but not limited to, underwriting discount, accounting and legal fees, printing
costs, Trustee, Registrar, Paying Agent and rating agency fees and expenses, and other
fees relating to the issuance of the Bonds. In no event shall an amount in excess of two
percent (2%) of the sale proceeds of the Bonds be used to pay costs of issuance.
An amount equal to $179,107 shall be credited to the Bond Fund as pre-
construction capitalized interest and used to pay a portion of the interest coming due on
the Bonds on June 1, 2010.
-7-
An amount equal to $10,870,438 shall be credited to the Project Fund
which is hereby created, and shall be expended only for capital expenditures as defined in
the Code.
Any amounts on hand in the Project Fund shall be available for the payment of the
principal of or interest on the Bonds 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 5. Investments of Bond Fund Proceeds. All moneys held in the Bond
Fund, provided for by Section 3 of this Resolution shall be invested in investments
permitted by Chapter 12B, Code of Iowa, 2009 (formerly Chapter 452, Code of Iowa, as
amended) or deposited in fmancial institutions which are members of the Federal Deposit
Insurance Corporation 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 in compliance
with the State Sinking Fund provided under Chapter 12C of the Code of Iowa, 2009, as
amended or otherwise by a valid pledge of direct obligations of the United States
Government having an equivalent market value. All such interim investments shall
mature before the date on which the moneys are required for payment of principal of or
interest on the Bonds as herein provided.
Section 6. Bond Details, Execution and Redemption.
(a) Bond Details. General Obligation Urban Renewal Bonds of the City in the
amount of $11,175,000, shall be issued pursuant to the provisions of Section 403.12 of
the Code of Iowa for the aforesaid purpose. The Bonds shall be designated "GENERAL
OBLIGATION URBAN RENEWAL BOND, SERIES 2009B (TAXABLE BUILD
AMERICA BONDS}", be dated the date of delivery, and bear interest from the date
thereof, until payment thereof, at the office of the Paying Agent, said interest payable on
June 1, 2010; and semiannually thereafter on the 1st day of June and December in each
year until maturity at the rates hereinafter provided.
The Bonds shall be executed by the manual or facsimile signature of the Mayor
and attested by the manual or facsimile signature of the Clerk, and impressed or printed
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 Bond.
The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall
mature and bear interest as follows:
_g_
Principal
Amount
Interest
Rate
Maturity
June 1st
$450,000 1.500% 2011
$455,000 2.125% 2012
$465,000 2.375% 2013
$475,000 3.125% 2014
$485,000 3.250% 2015
$500,000 3.750% 2016
$515,000 4.125% 2017
$535,000 4.250% 2018
$545,000 4.500% 2019
$570,000 4.750% 2020
$590,000 4.750% 2021
$610,000 5.000% 2022
$630,000 5.000% 2023
$655,000 5.000% 2024
$685,000 5.125% 2025
$710,000 5.250% 2026
$735,000 5.375% 2027
$765,000 5.375% 2028
$800,000 5.500% 2029
(b) Redemption. Bonds maturing after June 1, 2017 may be called for
redemption by the Issuer and paid before maturity on said date or any date thereafter,
from any funds regardless of source, in whole or from time to time in part, in any order of
maturity and within an annual maturity by lot. The terms of redemption shall be par, plus
accrued interest to date of call.
Thirty days' notice of redemption shall be.given by first class mail to the registered
owner of the Bond. Failure to give such notice by mail to any registered owner of the
Bonds or any defect therein shall not affect the validity of any proceedings for the
redemption of the Bonds. All bonds or portions thereof called for redemption will cease
to bear interest after the specified redemption date, provided funds for their redemption
are on deposit at the place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the
bonds to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of bonds to be called has been reached.
-9-
Section 7. Issuance of Bonds in Book-Entry Form• Replacement Bonds.
(a) Notwithstanding the other provisions of this Resolution regarding
registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer
determines to permit the exchange of Depository Bonds for Bonds in the Authorized
Denominations, the Bonds shall be issued as Depository Bonds in denominations of the
entire principal amount of each maturity of Bonds (or, if a portion of said principal
amount is prepaid, said principal amount less the prepaid amount); and such Depository
Bonds shall be registered in the name of Cede & Co., as nominee of DTC. Payment of
semi-annual interest for any Depository Bond shall be made by wire transfer or New
York Clearing House or equivalent next day funds to the account of Cede & Co. on the
interest payment date for the Bonds at the address indicated in or pursuant to the
Representation Letter.
(b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent
shall have any responsibility or obligation to any Participant or to any Beneficial Owner.
Without limiting the immediately preceding sentence, neither the Issuer nor the Paying
Agent shall have any responsibility or obligation with respect to (i) the accuracy of the
records of DTC or its nominee or of any Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any
other person, other than DTC or its nominee, of any notice with respect to the Bonds, (iii)
the payment to any Participant, any Beneficial Owner or any other person, other than
DTC or its nominee, of any amount with respect to the principal of, premium, if any, or
interest on the Bonds, or (iv) the failure of DTC to provide any information or
notification on behalf of any Participant or Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC
or its nominee to be, the absolute owner of each Bond for the purpose of payment of the
principal of, premium, if any, and interest on such Bond, for the purpose of all other
matters with respect to such Bond, for the purpose of registering transfers with respect to
such Bonds, and for all other purposes whatsoever (except for the giving of certain Bond
holder consents, in accordance with the practices and procedures of DTC as may be
applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and
interest on the Bonds only to or upon the order of the Bondholders as shown on the
Registration Books, and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to the principal of, premium, if any, and
interest on the Bonds to the extent so paid. Notwithstanding the provisions of this
Resolution to the contrary (including without limitation those provisions relating to the
surrender of Bonds, registration thereof, and issuance in Authorized Denominations), as
long as the Bonds are Depository Bonds, full effect shall be given to the Representation
Letter and the procedures and practices of DTC thereunder; and the Paying Agent shall
comply therewith.
-10-
(c) Upon (i) a determination by the Issuer that DTC is no longer able to carry
out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC
that the Bonds are no longer eligible for its depository services or (iii) a determination by
the Paying Agent that DTC has resigned or discontinued its services for the Bonds, if
such substitution is authorized by law, the Issuer shall (A) designate a satisfactory
substitute depository as set forth below or, if a satisfactory substitute is not found, (B)
provide for the exchange of Depository Bonds for replacement Bonds in Authorized
Denominations.
(d) To the extent authorized by law, if the Issuer determines to provide for the
exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall
so notify the Paying Agent and shall provide the Registrar with a supply of executed
unauthenticatedBnnds to be so exchanged. The Registrar shall thereupon notify the
owners of the Bonds and provide for such exchange, and to the extent that the Beneficial
Owners are designated as the transferee by the owners, the Bonds will be delivered in
appropriate form, content and Authorized Denominations to the Beneficial Owners, as
their interests appear.
(e) Any substitute depository shall be designated in writing by the Issuer to the
Paying Agent. Any such substitute depository shall be a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended.
The substitute depository shall provide for (i) immobilization of the Depository Bonds,
(ii) .registration and transfer of interests in Depository Bonds by book entries made on
records of the depository or its nominee and (iii) payment of principal of, premium, if
any, and interest on the Bonds in accordance with and as such interests may appear with
respect to such book entries.
Section 8. Registration of Bonds• Appointment of Registrar Transfer Ownership;
Delivery and Cancellation.
(a) Re~~istration. The ownership of Bonds may be transferred only by the
making of an entry upon the books kept for the registration and transfer of. ownership of
the Bonds, and in no other way. Wells Fargo Bank, National Association is hereby
appointed as Bond Registrar under the terms of this Resolution and under the provisions
of a separate agreement with the Issuer filed herewith which is made a part hereof by this
reference. Registrar shall maintain the books of the Issuer for the registration of
ownership of the Bonds for the payment of principal of and interest on the Bonds as
provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the
Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the
provisions for registration and transfer contained in the Bonds and in this Resolution.
(b) Transfer. The ownership of any Bond may be transferred only upon the
Registration Books kept for the registration and transfer of Bonds and only upon
-11-
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 Bond (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 Bond, a new fully registered Bond, 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 Bond,
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 Bonds. In all cases of the transfer of the Bonds,
the Registrar shall register, at the earliest practicable time, on the Registration Books, the
Bonds, in accordance with the provisions of this Resolution.
(d) Ownership. As to any Bond, 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 Bonds 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 Bond, including the interest thereon, to the extent of the sum or sums
so paid.
(e) Cancellation. All Bonds which have been redeemed shall not be reissued
but shall be cancelled by the Registrar. All Bonds 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 Bonds to the Issuer.
(f) Non-Presentment of Bonds. In the event any payment check representing
payment of principal of or interest on the Bonds is returned to the Paying Agent or if any
bond is not presented for payment of principal at the maturity or redemption date, if funds
sufficient to pay such principal of or interest on Bonds 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 Bonds 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
Bonds 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
-12-
or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period
equal to two years and six months following the date on which such interest or principal
became due, whether at maturity, or at the date fixed for redemption thereof, or
otherwise, at which time the Paying Agent, shall surrender any remaining funds so held
to the Issuer, whereupon any claim under this Resolution by the Owners of such interest
or Bonds of whatever nature shall be made upon the Issuer.
(g) Registration and Transfer Fees. The Registrar may furnish to each owner, at
the Issuer's expense, one bond for each annual maturity. The Registrar shall furnish
additional bonds in lesser denominations (but not less than the minimum denomination)
to an owner who so requests.
Section 9. Reissuance of Mutilated Destroyed, Stolen or Lost Bonds. In case any
outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall
at the request of Registrar authenticate and deliver a new Bond of like tenor and amount
as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such
mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and
substitution for the Bond.destroyed, stolen or lost, upon filing with the Registrar evidence
satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost
and proof of ownership thereof, and upon furnishing the Registrar and Issuer with
satisfactory indemnity and complying with such other reasonable regulations as the Issuer
or its agent may prescribe and paying such expenses as the Issuer may incur in
connection therewith.
Section 10. Record Date. Payments of principal and interest, otherwise than upon
full redemption, made in respect of any Bond, 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 preceding the payment date. All such payments shall fully discharge the
obligations of the Issuer in respect of such Bonds to the extent of the payments so made.
Payment of principal shall only be made upon surrender of the Bond to the Paying Agent.
Section 11. Execution Authentication and Delivery of the Bonds. Upon the
adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to
the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of
the Purchaser. No Bond 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
Bond a Certificate of Authentication substantially in the form of the Certificate herein set
forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be
conclusive evidence that the Bond so authenticated has been duly issued under this
Resolution and that the holder thereof is entitled to the benefits of this Resolution.
No Bonds shall be authenticated and delivered by the Registrar unless and until
there shall have been provided the following:
-13-
1. A certified copy of the Resolution of Issuer authorizing the issuance of the
Bonds;
2. A written order of Issuer signed by the Treasurer of the Issuer directing the
authentication and delivery of the Bonds to or upon the order of the
Purchaser upon payment of the purchase price as set forth therein;
3. The approving opinion of Ahlers ~ Cooney, P.C., Bond Counsel,
concerning the validity and legality of all the Bonds proposed to be issued.
Section 12. Right to Name Substitute Paying_A~ent or Registrar. Issuer reserves
the right to name a substitute, successor Registrar or Paying Agent upon giving prompt
written notice to each registered bondholder.
- 14-
Section 13. Form of Bond. Bonds shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as
follows:
(6)
(~)
(6)
_ ($)
(D
(2~ (3)~ I_. ~4) (5)
~9)
(9a)
(10)
(Continued on the back of this Bond)
(11)(12)(13) ~ (14) ~ (15)
FIGURE 1
(Front)
-15-
(10) (16)
(Continued)
PICTURE 2
(Back)
-16-
The text of the Bonds to be located thereon at the item numbers shown shall be as
follows:
Item 1, figure 1=
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=
"STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"GENERAL OBLIGATION URBAN RENEWAL BOND"
"SERIES 2009B"
"(TAXABLE BUILD AMERICA BONDS)"
Rate:
Maturity:
Bond Date: November 10, 2009
CUSIP No.:
"Registered"
Certificate No.
Principal Amount: $
Item 9, figure 1= The City of Dubuque, State of Iowa, a municipal corporation
organized and existing under and by virtue of the Constitution and laws of the State of
Iowa (the "Issuer"), for value received, promises to pay from the source and as
hereinafter provided, on the maturity date indicated above, to
Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer
with name of Registered Owner).
Item 10, figure 1 = or registered assigns, the principal sum of (enter principal
amount in long form) THOUSAND DOLLARS in lawful money of the United States of
America, on the maturity date shown above, only upon presentation and surrender hereof
at the designated off ce of Wells Fargo Bank, National Association, Paying Agent of this
issue, or its successor, with interest on the sum from the date hereof until paid at the rate
per annum specified above; payable on June 1, 2010, and semiannually thereafter on the
1st day of June and December in each year.
Interest and principal shall be paid to the registered holder of the Bond as shown
on the records of ownership maintained by the Registrar as of the 15th day 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 BONDS 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
-17-
HOLDER OF THIS BOND THEREFORE SHOULD TREAT THE INTEREST
THEREON AS BEING SUBJECT TO FEDERAL. INCOIi~E TAXATION.
This Bond is issued pursuant to the provisions of Section 403.12 of the Code of
Iowa; 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 Plans for the Greater Downtown
Urban Renewal District and the Dubuque Industrial Center West Economic Development
District, including those costs associated with the construction of a multi-story public
parking ramp located at 5th and Bluff Streets, and the construction of street, sewer,
sidewalk, trail and other public infrastructure improvements within Dubuque Industrial
Center West, in conformity to a Resolution of the Council of said City duly passed and
approved.
Unless this certificate is presented by an authorized representative of:The
Depository Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
Bonds maturing after June 1, 2017 may be called for redemption by the Issuer and
paid before maturity on said date or any date thereafter, from any funds regardless of
source, in whole or from time to time in part, in any order of maturity and within an
annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date
of call.
Thirty days' notice of redemption shall be given by first class mail to the registered
owner of the Bond. Failure to give such notice by mail to any registered owner of the
Bonds or any defect therein shall not affect the validity of any proceedings for the
redemption of the Bonds. All bonds or portions thereof called for redemption will cease
to bear interest after the specified redemption date, provided funds for their redemption
are on deposit at the place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the
bonds to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of bonds to be called has been reached.
Ownership of this Bond may be transferred only by transfer upon the books kept
for such purpose by Wells Fargo Bank, National Association, the Registrar. Such transfer
- l~ -
®n the books shall occur only upon presentation and surrender of this Bond at the office
of the Registrar as designated below, 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 bondholders of such change. All bonds shall
be negotiable as provided in Article ~ of the Uniform Commercial Code and Section
3 i~4.31 of the Code of Iowa, subject to the provisions for registration and transfer
contained in the. Bond Resolution.
And it is hereby represented and certified that all acts, conditions and things
requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had,
to be done, or to be performed precedent to the lawful issue of this Bond, have been
existent, had, done and performed as required by law; that provision has been made for
the levy of a sufficient continuing annual tax on all the taxable property within the
territory of the Issuer for the. payment of the principal and interest of this Bond as the
same will respectively become due; that the faith, credit, revenues and resources and all
the real and personal property of the Issuer are irrevocably pledged for the prompt
payment hereof, both principal and interest; and the total indebtedness of the Issuer
including this Bond, does not exceed the constitutional or statutory limitations.
IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to
be signed by the manual signature of its Mayor and attested by the manual signature of its
City Clerk, with the seal of the City impressed hereon, and to be authenticated by the
manual signature of an authorized representative of the Registrar, Wells Fargo Bank,
National Association, Ides Moines, Iowa.
Item 1 1, figure 1 =Date of authentication:
Item 12, figure 1 =This is one of the Bonds described in the within mentioned
Resolution, as registered by Wells Fargo Bank, National
Association.
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Registrar
By:
Authorized Signature
Item 13, figure 1 =Registrar and Transfer Agent:
Paying Agent:
Wells Fargo Bank, National
Association
Wells Fargo Bank, National
Association
®19-
SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14, figure 1 = (Seal)
Item 15, figure 1 = (Signature Block)
CITY OF DUBUQUE, STATE OF IOWA
By; (manual signature)
Mayor
ATTEST:
By; (manual signature)
City Clerk
Item 16, figure 1 = (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 Bond and does hereby irrevocably constitute and appoint
attorney in fact to transfer the said Bond on the books
kept for registration of the within Bond, with full power of substitution in the premises.
Dated:
(Person(s) executing this Assignment sign(s) here)
SIGNATURE )
GUARANTEED)
-20-
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.
INFORIvIATION 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
*If the Bond 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 Bond,
shall be construed as though written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MIN ACT - .......... Custodian ..........
(Cost) (Minor)
Under Iowa Uniform Transfers to Minors Act ...................
(State)
ADDITIONAL ABBREVIATIONS MAY
ALSO BE USED THOUGH NOT IN THE ABOVE LIST
Section 14. Contract Between Issuer and Purchaser. This Resolution constitutes a
contract between said City and the purchaser of the Bonds.
Corporation
Trust
-21-
Section 15. Non-Arbitra.._ge Covenants. The Issuer reasonably expects and
covenants that no use will be made of the proceeds from the issuance and sale of the
Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage
bonds within the meaning of Sections 148(a) and (b) of the Internal Revenue Code of the
United States, as amended, and that throughout the term of the Bonds it will comply with
the requirements of statutes and regulations issued thereunder.
To the best knowledge and belief of the Issuer, there are no facts or circumstances
that would materially change the foregoing statements or the conclusion that it is not
expected that the proceeds of the Bonds will be used in a manner that would cause the
Bonds to be arbitrage bonds. Without limiting the generality of the foregoing, the Issuer
hereby agrees to comply with the provisions of the Tax Certificate and the provisions of
the Tax Certificate are hereby incorporated by reference as part of this Resolution. The
Treasurer is hereby directed to make and insert all calculations and determinations
necessary to complete the Tax Certificate in all respects and to execute and deliver the
Tax Certificate at issuance of the Bonds to certify as to the reasonable expectations and
covenants of the Issuer at that date.
Section 16. Build America Bonds -Authorization and Additional Covenants
Representations and Warranties of Issuer.
(a) The Issuer authorizes and makes an irrevocable election designating the Bonds
as Build America Bonds (Direct Payment), pursuant to Section 54AA(g)(2) of the Code.
The Treasurer is authorized and directed to apply for a refundable direct pay credit as
provided in section 6431 of the Code and to complete the form of Tax Certificate to be
placed on file and which is hereby approved. The Treasurer or authorized designee is
authorized and directed to prepare and file IRS Form 8038-CP no earlier than 90 days
and not later than 45 days prior to each of the interest payment dates for the Bonds.
(b) The Issuer covenants that one hundred percent of the available Project -
Proceeds, as defined in the Code, are to be used for "capital expenditures", as defined in
the Code. Proceeds will not be used to reimburse capital expenditures incurred or
expended prior to September 11, 2009, except for those projects described in Resolution
No. 314-09, approved September 8, 2009.
(c) To the best knowledge and belief of the Issuer, (i) interest on the Bonds would
be excludable from gross income under section 103 of the Code, but for the election to
designate and issue the Bonds as Build America Bonds, and (ii) there are no facts or
circumstances that would materially change the foregoing statements or the conclusion
that it is not expected that the proceeds of the Bonds will be used in a manner that would
cause the Bonds to be arbitrage bonds. The execution and delivery by the Mayor, Clerk,
Treasurer or other authorized officer, acting on behalf of the City of any documents,
instruments, certifications and opinions, or the doing by them of any act in connection
-22-
with any of the matters which are the subject of this Resolution shall constitute
conclusive evidence of approval of the terms, provisions and contents thereof and all
changes, modif cations, amendments, revisions and alterations made therein and shall
conclusively establish their absolute, unconditional and irrevocable authority with respect
thereto and the authorization, approval and ratification of the documents, instructions,
certifications and opinions so executed in the actions taken.
Section 17. Continuing Disclosure. The Issuer hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate, and the provisions of the Continuing Disclosure Certificate are hereby.
incorporated by reference as part of this Resolution and made a part hereof.
Notwithstanding any other provision of this Resolution, failure of the Issuer to comply
with the Continuing Disclosure Certificate shall not be considered an event of default
under this Resolution; however, any holder of the Bonds or Beneficial Owner may take
such actions as may be necessary and appropriate, including seeking specific
performance by court order, to cause the Issuer to comply with its obligations under the
Continuing Disclosure Certificate. For purposes of this section, "Beneficial Owner"
means any person which (a) has the power, directly or indirectly, to vote or consent with
respect to, or to dispose of ownership of, any Bond (including persons holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of
any Bonds for federal income tax purposes.
Section 18. Additional Covenants, Representations and Warranties of the Issuer.
The Issuer certifies and covenants with the purchasers and holders of the Bonds from
time to time outstanding that the Issuer through its officers, (a) will make such further
specific covenants, representations and assurances as may be necessary or advisable; (b)
comply with all representations, covenants and assurances contained in the Tax
Certificate, which Tax Certificate shall constitute a part of the contract between the Issuer
and the owners of the Bonds;(c) consult with bond counsel (as defined in the Tax
Certificate); (d) pay to the United States, as necessary, such sums of money representing
required rebates of excess arbitrage profits relating to the Bonds;(e) file such forms,
statements and supporting documents as may be required and in a timely manner; and (f)
if deemed necessary or advisable by its officers, to employ and pay fiscal agents,
financial advisors, attorneys and other persons to assist the Issuer in. such compliance.
Section 19, Amendment of Resolution to Maintain Tax Exemption. This
Resolution maybe amended without the consent of any owner of the Bonds if, in the
opinion of bond counsel, such amendment is necessary to maintain the Bonds as Build
America Bonds under the Code and applicable Federal law or regulations.
Section 20. Severability Clause. If any section, paragraph, clause or provision of
this Resolution be held invalid, such invalidity shall not affect any of the remaining
- 23 -
provisions hereof, and this Resolution shall become effective immediately upon its
passage and approval.
Section 21. Repeal of Conflictin~¢ Resolutions or Ordinances. That all ordinances
and resolutions and parts of ordinances and resolutions in conflict herewith are hereby
repealed.
PASSED AND APPROVED this 19th day of o c t o b e r , 2009.
ATTEST:
City Clerk
-24-
CERTIFICATE
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
I, the undersigned City Clerk ofthe City of Dubuque, Iowa, do hereby certify that
attached is a true and complete copy of the portion of the corporate records of the City
showing proceedings of the City Council, and the same is a true and complete copy of the
action taken by the Council with respect to the matter at the meeting held on the date
indicated in the attachment, which proceedings remain in full force and effect, and have
not been amended or rescinded in any way; that meeting and all action thereat was duly
and publicly held in accordance with a notice of meeting and tentative agenda, a copy of
which was timely served on each member of the Council and posted on a bulletin board
or other prominent place easily accessible to the public and clearly designated for that
purpose at the principal off ce of the Council (a copy of the face sheet of the agenda
being attached hereto) pursuant to the local rules of the Council and the provisions of
Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at
least twenty-four hours prior to the commencement of the meeting as required by law and
with members of the public present in attendance; I further certify that the individuals
named therein were on the date thereof duly and lawfully possessed of their respective
City offices as indicated therein, that no Council vacancy existed except as may be stated
in the proceedings, and that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City or the right
of the individuals named therein as officers to their respective positions.
WITNESS my hand and the seal of the City hereto affixed this `~~~~ day of
2009.
City Clerk, City of Dubuque, Iowa
(SEAL)
DCORNELll633396.1 /MSWord\10422.092
CERTIFICATE
STATE OF IOWA )
SS
COUNTY OF DUBUQUE )
I, the undersigned City Clerk of the City of Dubuque, Iowa, do hereby certify that
attached is a true and complete copy of the portion of the corporate records of the City
showing proceedings of the City Council, and the same is a true and complete copy of the
action taken by the Council with respect to the matter at the meeting held on the date
indicated in the attachment, which proceedings remain in full force and effect, and have
not been amended or rescinded in any way; that meeting and all action thereat was duly
and publicly held in accordance with a notice of meeting and tentative agenda, a copy of
which was timely served on each member of the Council and posted on a bulletin board
or other prominent place easily accessible to the public and clearly designated for that
purpose at the principal office of the Council (a copy of the face sheet of the agenda
being attached hereto) pursuant to the local rules of the Council and the provisions of
Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at
least twenty-four hours prior to the commencement of the meeting as required by law and
with members of the public present in attendance; I further certify that the individuals
named therein were on the date thereof duly and lawfully possessed of their respective
City offices as indicated therein, that no Council vacancy existed except as may be stated
in the proceedings, and that nfl 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.
TNES my hand and the seal of the City hereto affixed this ~~~~ da of
~~ y
2009.
ity Clerk, City of Dubuque, Iowa
(SEAL)
DCORNELL/ 633396.1 /MSWord\10422.092