Proceedings to Complete Action on Issuance of Bonds Series 2018 A&B Copyrighted
April 2, 2018
City of Dubuque Consent Items # 11.
ITEM TITLE: Proceedings to Complete Action on Issuance of
$4,950,000 General Obligation Bonds, Series 2018A,
$1,020,000 Taxable General Obligation Refunding Bonds,
Series 2018B
SUMMARY: City Manager recommending approval of resolutions to
complete the action required on issuance of $4,950,000
General Obligation Bonds, Series 2018A and $1 ,020,000
Taxable General Obligation Refunding Bonds, Series
2018B.
RESOLUTION Appointing Wells Fargo Bank, N.A. of
Minneapolis, Minnesota, to serve as Paying Agent, Bond
Registrar, and Transfer Agent, Approving the Paying Agent
andBond Registrar and Transfer Agent Agreement and
authorizing the execution of the Agreement (Series 2018A)
RESOLUTION Authorizing and providing for the issuance
of$4,950,000 General Obligation Bonds, Series 2018A,
and levying a tax to pay said Bonds; approval of the Tax
Exemption Certificate and Continuing Disdosure Certificate
RESOLUTION Appointing Wells Fargo Bank, N.A. of
Minneapolis, Minnesota, 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 (Series 2018B)
RESOLUTION Authorizing and providing for the issuance
of$1,005,000 Taxable General Obligation Refunding
Bonds, Series 2018B, and levying a tax to pay said Bonds;
approval of the Continuing Disclosure Certificate
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt
Resolution(s)
ATTACHMENTS:
Description Type
Proceedings to Complete Action on Bonds-NNM Memo City Manager Memo
Series 2018AB General Obligation Bonds Completion of Staff Memo
Sale
Letter of Instruction from Ahlers for 2018A Supporting Documentation
Letter of Instruction from Ahlers for 2018B Supporting Documentation
Resolutions for 2018A Resolutions
Resolutions for 2018B Resolutions
THE CITY OF Dubuque
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Masterpiece on the Mississippi Z°°'�w'2
7A13 2017
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Proceedings to Complete Action on Issuance of$4,950,000 General
Obligation Bonds, Series 2018A, $1 ,020,000 Taxable General Obligation
Refunding Bonds, Series 2018B
DATE: March 26, 2018
Finance Director Jean Nachtman recommends City Council approval of resolutions to
complete the action required on issuance of$4,950,000 General Obligation Bonds,
Series 2018A and $1 ,020,000 Taxable General Obligation Refunding Bonds, Series
2018 B.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
�� �� ���
Mic ael C. Van Milligen �� �
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Jean Nachtman, Finance Director
THE CTTY OF Dubuque
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DUB E 'il��i;;
Masterpiece on the Mississippi Z°°' Z°'Z
2013 2017
TO: Michael C. VanMilligen, City Manager
FROM: Jean Nachtman, Finance Director
SUBJECT: Proceedings to Complete Acton on Issuance of $4,950,000 General
Obligation Bonds, Series 2018A, $1 ,020,000 Taxable General Obligation
Refunding Bonds
DATE: March 26, 2018
Introduction
The purpose of this memorandum is to recommend directing sale of the $4,950,000
General Obligation Bonds, Series 2018A and $1,020,000 Taxable General Obligation
Refunding Bonds, Series 2018B.
Discussion
Of the bond amount:
The Series 2018A bonds will provide $4,950,000 to refund General Obligation Bond
Series 2011A (4,750,000). This refunding will provide an estimated $180,494 in interest
savings over the life of the bonds. In addition, the 2018A bonds will provide $200,000 to
pay costs for the acquisition of radios for the transit and public works departments.
The Series 2018B bonds will provide $1,005,000 to refund General Obligation Bond
2011 B. This refunding will provide an estimated $16,623 in interest savings over the life
of the bonds.
The first resolution appoints Wells Fargo Bank, National Association of Des Moines,
lowa to serve as paying agent, bond registrar, and transfer agent, approves the paying
agent and bond registrar and transfer agent agreement and authorizes the execution of
the agreement.
The second resolution authorizes the issuance of Series 2018A and Series 2018B. The
resolution also incorporates by reference the form of the Continuing Disclosure
Certificate.
The is the final City Council action required on the bond issuance.
Recommendation
I respectfully recommend the adoption of the enclosed resolutions to complete the
action required on the Series 2018A and Series 2018B bond issance
TLL
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Teri Goodman, Assistant City Manager
Jenny Larson, Budget Director
2
� Ahlers & Cooney, P.C.
1q F•�I L� R -r'�' �' � � N E Y Attorneys at Law
�� 100 Court Avenue, Suite 600
Des Moines, lowa 50309-2231
Phone: 515-243-7611
Fax: 515-243-2149
www.ahlerslaw.com
Kristin B. �ooper
515.246.0330
kcooper@ahlerslaw.com
March 22, 2018
VIA �-MAIL & OVLRNIGHT UPS
Ms. Jenny Larson
Budget Director
City of Dubuc�ue
50 West 13th Street
Dubuque, lowa 52001
Re: Dubuque, Iowa- $4,950,000 General Obligation Bonds, Series 2018A
Dear Jenny:
Enclosed are documents to con�plete Council action in connection with the authorization
for the issuance of the above Bonds.
1. I'!ie (_'c�E��tcil �>>•��c;u�lttr� ctai�5is�ti of�tl�e I��11«�vins�:
(a) f�esc�l.t�lir�n ��}��ointi�zt;.I2c�istrar ar�d 3'ay_i�i F���. This resolution
appoints Wells Fargo Bank, N.A. to serve as Registrar and Paying Agent.
(U) Resolution authorizin� tl�� issuance of the Bonds. The resolution also
incorporates by reference the forin of the Tax Exemption Certificate and the Continuing
Disclosure Certificate.
There are blank spaces appearing in the form of Bond set out in the resolution.
These need not be completed but may be left blank as a guide since different amounts,
dates and percents will be inserted within the blank spaces.
rI'he resolution must be adopted by an affirmative vote equal to a majority of the
full Council membeiship.
(c) :1=�Y� 1�;x�i���}tic�n Crrti I ict�te. The Tax Exemption Certificate sets out in
detail a number of facts, promises and obligations which must be met and agreed to by �
the City in order to maintain these Bonds as tax exempt. This certificate should be
SIGNED BUT NOT DATED. Please execute and return all copies to us. An executed
copy will be provided to you after closing.
(d) C'L1IlIiIllllll � IJiscic�stire C ci�tifica�e. The form of Continuing Diselosure
CertiFcate, which is described in detail below, is included for approval by the Council
WISHlaRU � RAl1.Y — 19R8: GiIFRNtF1' R RAIIY — 1R9�; RAIIY � STIh'P — 19Q1{ STIPP, PERRY� BANNISTER & STARZINGEf9 — 1914; DANNISTER; CARf'LNf�R,
AHICRS & COONf:Y — 1950: AIIIERS, COONEY, DORWfIL[R, ALLBEF; HAYNIE � Sfv11fH — 1974; AHLER5, COONEY, DORWEILER, HAYNIE. SMITH R ALIBC[, P.C. — 199G
March 22, 2018
Page 2
under the Resolution authorizing issuance. This Certificate also should be signed by the
Mayor and the Clerl< but not dated. Please execute and return all copies to us. An
executed copy will be provided to you after closing.
2. Closin.g Certificates and DUc:�imen�s:
(a) Delivery Certificate. This certificate also should be signed, BUT NOT
DATED. Please complete and confirm the financial data on page 2, execute and return
all copies to us. An executed copy will be provided to you after closing.
(b) Transcript CertiFcate. This certificate is to be executed and sealed in the
manner indicated on the second page and may be dated at the time of completion. A
notary attestation for all official si�n�it�ires is s•ec i�i�. Please execute and return all
copies to us. An executed copy will be provided to you after closing.
(c) nu�hcr��i��ttiun Order. Please execute and return all copies to us. An
executed copy will be provided to you after closing.
(d) Countv Auditor's Certificate. A true copy of the authorizing resolution as
adopted is to be certitied and filed with the Auditor of Dubuque County. The Auditor is
asked to certify to such filing on the certificate. Please file one copy with the Auditor and
return the other two copies to my attention prior to closing.
(e) l�c�rni �i[138-C'J -- I��ti�rn��iiic�i� [te��n-n 1:��•'I'ax 1:x4�ri��t (ic�v�riiz��ei�la�
[?L3li��ilic�n�. Please review, and if correct, sign, BUT DO NOT DATE, and return the
form to us prior to closing. We will file this with the IRS and provide a copy after
closing.
(� 1'�i�,�iii.�_f�:.��.rlt: Nc�t� Re�ish•ar trnd �t�r�ulsl�r A �tr� �L A�r��i�terit. Please
execute and return all eopies to us. We will obtain signatures from Wells Fargo Bank,
N.A. and an executed copy will be provided to you after closing.
Tax Exemption
The Tax Fxemption Certificate is an important document and contains important
information concerning the calculated yield on the Bonds and a number of covenants and
obligations on the part of the City. This certificate should be retained along with all of
your records regarding the use of proceeds, expenditure dates and investment information
needed to comply with iRS guidelines. I will not attempt to summarize all of the matters
which are included in this certificate but I do want to point out some important ones.
Tax exemption is based in part upon the fact that the use of the facilities to be
acquired by the City with the New Money Portion of the proceeds will be for the benefit
of the public and will not be used in the private trade or business of any business or non-
tax-exempt entity. The properties acquired with the New Money Portion of the Bond
March 22, 2018
Page 3
proceeds must not be sold or diverted to any private or nonpublic use unless the
signiticance of that action is reviewed by bond counsel.
Tax exemption with respect to the Current Refunded Portion is based in part upon
the fact that the use of the facilities acquired by the City with the proceeds of the
refunded Bonds will continue to be used by the public and will not be used in the private
trade or business of any business or non-tax-exempt entity. The properties acquired with
the original proceeds must not be sold or diverted to any private or nonpublic use unless
the signiticance of that action is reviewed by bond counsel.
The Tax Exeinption Certificate sets forth the best knowledge and belief which
you have as of today concerning the timely expenditure of the proceeds as the City
reasonably expects expenditures to occur. If for any reason the City finds it will be
prevented froin expending the Bond proceeds to refund the outstanding obligations in the
manncr described in the authorizing resolution fully within thrae years, that matter should
be referred to us.
These Bonds are issued under the expectation that you will be exempt from the
requireinents to rebate arbitrage earnings to the United States Government for the Current
Refunded Portion, because you will spend the gross proceeds of the Current Refunded
Portion ol'the Bonds to call the Refunded Bonds within six months of the date of issue
(the call is scheduled for June 1, 2018). These bonds are issued under the expectation
that you will be exempt from the requirements to rebate arbitrage earnings to the United
States Government for the New Money Portion, because you will spend the remainder of
the gross proceeds within one of the schedules set forth in the Tax Exemption Certificate.
There are a number of other general promises and commitments by the City to
take or refrain from action, which are necessary tu triaintain the tax exemptioil of these
Bonds. You sllould recognize that these promises and commitments are reqllired of the
City on an ongoing basis and that the possibility of some additional fuhire action does
exist.
Continuin� Disclosure Certificate
Securities and Exchange Commission Rule 15c2-12, prohibits underwriting and
recommendation to the public of the purchase of municipal securities for which adequate
secondary market information is not available. The rules apply generally to any
municipal offering over $1,000,000. The City therefore has an obligation to provide
continuing disclosure to the marketplace while the Bonds are outstanding. The
applicable covenants and duties of the City are outlined in the Continuing Disclosure
Certificate.
The Continuing Disclosure Certificate requires the City to provide annual
financial information and operating data and other operating data described in the
Continuing Disclosure Certificate to the Municipal Securities Rulemaking Board's
�lectronic Municipal Market Access system ("�MMA") so long as the Bonds are
March 22, 2018
Page 4
outstanding, and also to provide notice to EMMA if certain events occur. This
information and data must be sent in "searchable PDF" form. You should ensure that
your audit and operating data will be available in that format so you may comply. The
events which inust be reported are detailed in the certificate, but other events which
would be of concern to the rating agencies or Bond holders also should be considered for
disclosure under t11e anti-fraud provisions of the federal securities laws.
These disclosure requirements are ongoing and it will be important to designate
an appropriate contact person who will have a primary responsibility for preparing and
coordinating the filing of the annual financial information, operating data and any event
notices.
The penalties for violation of the rule fall ultimately on the issuer of the Bonds,
because underwriters may be precluded from agreeing to underwrite or bid on Bonds of
issuers ��ho have not complied ���ith their disclosure obli�ations, Failure to comply
therefore may result in fewer bids and ultimately no bids or the inability to secure an
underwriter for an issue.
Closing Matters.
As you know, closing of this issue is scheduled to occur on or aboul April 25,
2018. At the time of closing, the "Purchaser's" copies of the above items and the original
Bonds will be delivered to DTC on behalf of the Purchaser of the Bonds in exchange for
the agreed purchase price. Our legal opinion also will be delivered to the Purchaser at
that time.
Should you have any c�uestions, or if we can be of any assistance in completing the
enclosed items, please don't hesitate to contact me.
Very truly yours,
Ahlers & Cooney, P.C.
�
Kristin Billingsley Cooper
FOR THE FIRM
KBC:seb
�nclosures
cc: Jean Nachtman, City of Dubuque (via e-mail w/ene.)
Kevin Firnstahl, City of Dubuque (via e-mail w/enc.)
Tami Lansing, City of Dubuc�ue (via e-mail w/enc.)
Tionna Pooler, Independent Public Advisors (via e-mail w/enc.)
Maureen Vachusl<a, Wells Fargo Banl<, N.A. (via e-mail w/enc.)
01462254-IU 0422-190
ITEMS TO INCLUDE ON AGENDA
CITY OF DUBUQUE, IOWA
$4,950,000 General Obligation Bonds, Series 2018A
• 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.
• Resolution authorizing and providing for the issuance, and levying a tax to pay the
Bonds; Approval of the Tax Exemption Certificate and Continuing Disclosure
Certificate.
NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE
CHAPTER 21 AND THE LOCAL RULES OF THE CITY.
April 2, 2018
The City Council of the City of Dubuque, State of Iowa, met in regular session, in the
Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:00 P.M., on the above date.
There were present Mayor Roy D. Buol in the chair, and the following named Council Members:
Luis Del Toro, Ric Jones, Kate Larson, David Resnick, Jake Rios,
Brett Shaw
Absent:
Vacant:
1
Council Member Resnick introduced the following resolution entitled "RESOLUTION
APPOINTING WELLS FARGO BANK, N.A. OF MINNEAPOLIS, MINNESOTA, 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 Larson seconded the motion to adopt. The roll was called and the
vote was,
AYES: Del Toro, Buol, Resnick, Rios, Larson, Jones, Shaw
NAYS:
Whereupon, the Mayor declared said Resolution duly adopted as follows:
RESOLUTION NO. 79-18
RESOLUTION APPOINTING WELLS FARGO BANK, N.A. OF
MINNEAPOLIS, MINNESOTA, 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, $4,950,000 General Obligation Bonds, Series 2018A, dated April 25, 2018,
have been sold 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
WHiG RELAC, this Council has deemed that the services offered by VV'ells Fargo Bank,
N.A. of Minneapolis, Minnesota, 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, N.A.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, STATE OF IOWA:
1. That Wells Fargo Bank, N.A. of Minneapolis, Minnesota, is hereby appointed to
serve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of
$4,950,000 General Obligation Bonds, Series 2018A, dated April 25, 2018.
2. That the Agreement with Wells Fargo Bank, N.A. of Minneapolis, Minnesota, is
hereby approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of
the City.
PASSED AND APPROVED this 2nd day of April, 2018.
ATTEST:
3
Mayor
Council Member Resnick introduced the following Resolution entitled "RESOLUTION
AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $4,950,000 GENERAL
OBLIGATION BONDS, SERIES 2018A, AND LEVYING A TAX TO PAY SAID BONDS;
APPROVAL OF THE TAX EXEMPTION CERTIFICATE AND CONTINUING
DISCLOSURE CERTIFICATE" and moved that it be adopted. Council Member Larson
seconded the motion to adopt, and the roll being called thereon, the vote was as follows:
AYES: Del Toro, Buol, Resnick, Rios, Larson, Jones, Shaw
NAYS:
Whereupon, the Mayor declared said Resolution duly adopted as follows:
RESOLUTION NO. 80-18
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $4,950,000 GENERAL OBLIGATION BONDS,
SERIES 2018A, AND LEVYING A TAX TO PAY SAID
BONDS; APPROVAL OF THE TAX EXEMPTION
CERTIFICATE AND CONTINUING DISCLOSURE
CERTIFICATE
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 equipping the public works and
transit departments, including the acquisition of emergency radio equipment and systems; and
refunding or refinancing certain outstanding indebtedness of the City, including General
Obligation Bonds, Series 2011A, dated September 1, 2011, essential corporate purpose(s), and
1�
is deemed necessary and advisable that General Obligation Bonds, to the amount of Not to
Exceed $12,750,000 be authorized for said purpose(s); and
WHEREAS, it is found and determined that the aforesaid adjustment and refunding of
present indebtedness is necessary and in the public interest and will benefit the City and its
taxpayers by restructuring one (1) outstanding issue(s) of Bonds for purposes of more efficient
administration thereof; by conforming the debt service requirements to the anticipated receipt of
tax funds thereby reducing the impact of delays in the collection of future taxes upon the City's
cash flow; and to adjust the requirements of the outstanding indebtedness so as to facilitate the
orderly retirement of Bonds anticipated to be issued for future capital improvements; and
WHEREAS, it presently appears that the aforesaid benefits may be realized and at the
same time savings may be effected in the debt service fund requirements of the City by refunding
4
of the Bonds set forth in the schedule set forth as Exhibit "A", attached to this Resolution and
made a part hereof by this reference; and
WHEREAS, pursuant to notice published as required by Section 384.25 of the Code of
Iowa, this Council has held a public meeting and hearing upon the proposal to institute
proceedings for the issuance of $4,950,000 General Obligation Bonds, and the Council is
therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and
WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the above
mentioned Bonds were 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 CITY COUNCIL OF THE CITY
OF DUBUQUE, STATE OF IOWA:
Section 1. Definitions. The following terms shall have the following meanings in this
Resolution unless the text expressly or by necessary implication requires otherwise:
• "Authorized Denominations" shall mean $5,000 or any integral multiple
thereof.
• "Beneficial Owner" shall mean, whenever used with respect to a Bond, the
person in whose name such Bond is recorded as the beneficial owner of such Bond by a
Participant on the records of such Participant or such person's subrogee.
• "Blanket Issuer Letter of Representations" shall mean the Representation
Letter from the Issuer to DTC, with respect to the Bonds.
"Bond Fund" shall mean the fund created in Section 3 of this Resolution.
"Bonds" shall mean $4,950,000 General Obligation Bonds, Series 2018A,
authorized to be issued by this Resolution.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Bonds.
"Continuing Disclosure Certificate" shall mean that certain Continuing
Disclosure Certificate approved under the terms of this Resolution and to be executed by
the Issuer and dated the date of issuance and delivery of the Bonds, as originally executed
and as it may be amended from time to time in accordance with the terms thereof.
• "Current Refunded Portion" shall mean $4,710,000 of the Par amount of
the Bonds to refund the Refunded Bonds.
5
• "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.
• "DTC" shall mean The Depository Trust Company, New York,
New York, which will act as security depository for the Bond pursuant to the
Representation Letter.
• "Issuer" and "City" shall mean the City of Dubuque, State of Iowa.
• "New Money Portion" shall mean $240,000 of the par amount of the
bonds issued to pay the costs of equipping the public works and transit departments,
including the acquisition of emergency radio equipment and systems, and to pay costs of
issuance.
• "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, N.A., 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" shall mean the costs of equipping the public works and transit
departments, including the acquisition of emergency radio equipment and systems; and
refunding or refinancing certain outstanding indebtedness of the City, including General
Obligation Bonds, Series 2011A, dated September 1, 2011.
• "Project Fund" shall mean, as to the New Money Portion, the fund
established under this Resolution for the deposit of a portion of the proceeds to pay the
costs of equipping the public works and transit departments, including the acquisition of
emergency radio equipment and systems. As to the Current Refunded Portion, "Project
Fund" shall mean the portion of the proceeds that will be used, together with interest
earnings thereon, to pay the principal, interest and redemption premium, if any, on the
Refunded Bonds.
• "Rebate Fund" shall mean the fund so defined in and established pursuant
to the Tax Exemption Certificate.
• "Refunded Bonds" shall mean $4,710,000 of the $6,330,000 General
Obligation Bonds, Series 2011A, dated September 1, 2011.
• "Registrar" shall mean Wells Fargo Bank, N.A. of Minneapolis,
Minnesota, 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
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owners of the Bonds. Unless otherwise specified, the Registrar shall also act as Transfer
Agent for the Bonds.
"Resolution" shall mean this resolution authorizing the Bonds.
• "Tax Exemption Certificate" shall mean the Tax Exemption Certificate
approved under the terms of this Resolution and to be 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.
Section 2. Levy 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
the City of Dubuque, State of Iowa, to -wit:
FISCAL YEAR (JULY 1 TO JUNE 30)
AMOUNT YEAR OF COLLECTION
$463,665.00* 2018/2019
$463,850.00 2019/2020
$462,150.00 2020//2021
$460,350.00 2021/2022
$463,450.00 2022/2023
$462,800.00 2023/2024
$466,850.00 2024/2025
$470,450.00 2025/2026
$473,600.00 2026/2027
$476,300.00 2027/2028
$453,550.00 2020/2029
$451,100.00 2029/2030
$458,350.00 2030/2031
*Payable from the Debt Service Levy on the Refunded Bonds.
(NOTE: For example the levy to be made and certified against the taxable valuations of
January 1, 2017 will be collected during the fiscal year commencing July 1, 2018.)
b) Resolution to be Filed With County Auditor. A certified copy of this
Resolution shall be filed with the Auditor of Dubuque County, Iowa and the 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
-7-
and assessed, and such taxes 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 the 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.
Section 3. Bond Fund. Said tax shall be assessed and 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 "2018A GENERAL OBLIGATION BOND FUND NO. 1" (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.
Section 4. Application of Bond Proceeds. Proceeds of the Bonds, other than accrued
interest except as may be provided below, shall be credited to the Project Fund and expended
therefrom for the purposes of issuance. 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.
Proceeds invested shall mature before the date which the moneys are required for
payment of principal and interest on the Refunded Bonds. Accrued interest, if any, shall be
deposited in the Bond Fund.
Section 5. Investment 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, 2017, as amended, or deposited in financial 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 Chapter 12C of the Code of Iowa, 2017, 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 Bonds of the City in the amount of
$4,950,000, shall be issued pursuant to the provisions of Section 384.25 of the Code of
-8-
Iowa for the aforesaid purposes. The Bonds shall be designated "GENERAL
OBLIGATION BOND, SERIES 2018A", be dated April 25, 2018, and bear interest from
the date thereof, until payment thereof, at the office of the Paying Agent, said interest
payable on December 1, 2018, 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:
Principal Interest Maturity
Amount Rate June 1st
$315,000 2.000% 2019
$335,000 2.000% 2020
$340,000 2.000% 2021
S345,000 2.000% 2022
$355,000 3.000% 2023
$365,000 3.000% 2024
$380,000 3.000% 2025
$395,000 3.000% 2026
$410,000 3.000% 2027
$425,000 3.000% 2028
$415,000 3.000% 2029
$425,000 3.000% 2030
$445,000 3.000% 2031
b) Redemption.
i. Optional Redemption. Bonds maturing after June 1, 2026, may be
called for optional redemption by the Issuer on that 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' written notice of redemption shall be given to the registered
owner of the Bond. Failure to give written notice 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. Written notice will be
deemed completed upon transmission to the owner of record.
-9-
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.
If less than all of a maturity is called for redemption, the Issuer will notify
DTC of the particular amount of such maturity to be redeemed prior to maturity.
DTC will determine by lot the amount of each Participant's interest in such
maturity to be redeemed and each Participant will then select by lot the beneficial
ownership interests in such maturity to be redeemed. All prepayments shall be at
a price of par plus accrued interest.
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 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). The Bonds must be registered in the
name of Cede & Co., as nominee for DTC. Payment of semiannual interest for any
Bonds registered in the name of Cede & Co. will 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 or in the Representation Letter.
b) The Bonds will be initially issued in the form of separate single authenticated
fully registered bonds in the amount of each stated maturity of the Bonds. Upon initial
issuance, the ownership of the Bonds will be registered in the registry books of the Wells
Fargo Bank, N.A. kept by the Paying Agent and Registrar in the name of Cede & Co., as
nominee of DTC. The Paying Agent and Registrar and the Issuer may treat DTC (or its
nominee) as the sole and exclusive owner of the Bonds registered in its name for the
purposes of payment of the principal or redemption price of or interest on the Bonds,
selecting the Bonds or portions to be redeemed, giving any notice permitted or required
to be given to registered owners of Bonds under the Resolution of the Issuer, registering
the transfer of Bonds, obtaining any consent or other action to be taken by registered
owners of the Bonds and for other purposes. The Paying Agent, Registrar and the Issuer
have no responsibility or obligation to any Participant or Beneficial Owner of the Bonds
under or through DTC with respect to the accuracy of records maintained by DTC or any
Participant; with respect to the payment by DTC or Participant of an amount of principal
or redemption price of or interest on the Bonds; with respect to any notice given to
owners of Bonds under the Resolution; with respect to the Participant(s) selected to
receive payment in the event of a partial redemption of the Bonds, or a consent given or
other action taken by DTC as registered owner of the Bonds. The Paying Agent and
Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to
Cede & Co. in accordance with the Representation Letter, and all payments are valid and
effective to fully satisfy and discharge the Issuer's obligations with respect to the
- 1 0 -
principal of and premium, if any, and interest on the Bonds to the extent of the sum paid.
DTC must receive an authenticated Bond for each separate stated maturity evidencing the
obligation of the Issuer to make payments of principal of and premium, if any, and
interest. Upon delivery by DTC to the Paying Agent and Registrar of written notice that
DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will
be transferable to the new nominee in accordance with this Section.
c) Intheevent the Issuer determines that it is in the best interest of the Beneficial
Owners that they be able to obtain Bonds certificates, the Issuer may notify DTC and the
Paying Agent and Registrar, whereupon DTC will notify the Participants, of the
availability through DTC of Bonds certificates. The Bonds will be transferable in
accordance with this Section. DTC may determine to discontinue providing its services
with respect to the Bonds at any time by giving notice to the Issuer and the Paying Agent
and Registrar and discharging its responsibilities under applicable law. In this event, the
Bonds will be transferable in accordance with this Section.
d) Notwithstanding any other provision of the Resolution to the contrary, so long
as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments
with respect to the principal of and premium, if any, and interest on the Bond and all
notices must be made and given, respectively to DTC as provided in the Representation
letter.
e) In connection with any notice or other communication to be provided to
Bondholders by the Issuer or the Paying Agent and Registrar with respect to a consent or
other action to be taken by Bondholders, the Issuer or the Paying Agent and Registrar, as
the case may be, shall establish a record date for the consent or other action and give
DTC notice of the record date not less than 15 calendar days in advance of the record
date to the extent possible. Notice to DTC must be given only when DTC is the sole
Bondholder.
f) The Representation Letter is on file with DTC and sets forth certain matters
with respect to, among other things, notices, consents and approvals by Bondholders and
payments on the Bonds. The execution and delivery of the Representation Letter to DTC
by the Issuer is ratified and confirmed.
g) In the event that a transfer or exchange of the Bonds is permitted under this
Section, the transfer or exchange may be accomplished upon receipt by the Registrar
from the registered owners of the Bonds to be transferred or exchanged and appropriate
instruments of transfer. In the event Bond certificates are issued to holders other than
Cede & Co., its successor as nominee for DTC as holder of all the Bonds, or other
securities depository as holder of all the Bonds, the provisions of the Resolution apply to,
among other things, the printing of certificates and the method or payment of principal of
and interest on the certificates. 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
- 11 -
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.
h) The officers of the Issuer are authorized and directed to prepare and furnish to
the purchaser, and to the attorneys approving the legality of Bonds, certified copies of
proceedings, ordinances, resolutions and records and all certificates and affidavits and
other instruments as may be required to evidence the legality and marketability of the
Bonds, and all certified copies, certificates, affidavits and other instruments constitute
representations of the Issuer as to the correctness of all stated or recited facts.
Section 8. Registration of Bonds; Appointment of Registrar; Transfer; Ownership;
Delivery; and Cancellation.
a) Registration. 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, N.A. 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
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
- 12 -
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
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
- 1 3 -
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 Bonds to the extent of the payments so made. Upon receipt of the
final payment of principal, the holder of the Bond shall surrender 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 the Bonds by their manual or authorized
signature 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:
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 Agent or Registrar. Issuer reserves the right
to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to
each registered bondholder.
Section 13. Form of Bond. Bonds shall be printed substantially in the form as follows:
"STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"GENERAL OBLIGATION BOND"
"SERIES 2018A"
ESSENTIAL CORPORATE PURPOSE
Rate:
Maturity:
Bond Date: April 25, 2018
CUSIP No.:
"Registered"
Certificate No.
Principal Amount: $
- 14 -
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
(Registration panel to be completed by Registrar or Printer with name of Registered
Owner).
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 office of Wells Fargo Bank, N.A.,
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 December 1, 2018, 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 of the month preceding such
interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 -
day months.
This Bond is issued pursuant to the provisions of Section 384.25 of the Code of Iowa, for
the purpose of paying costs of equipping the public works and transit departments, including the
acquisition of emergency radio equipment and systems; and refunding or refinancing certain
outstanding indebtedness of the City, including General Obligation Bonds, Series 2011A, dated
September 1, 2011, 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) TR DNSFRR PLEDGE OR OTHER T TCR HEREOF FOR V A T UE
rd.�v.iai..�.. �.i. v �, ANY U1 Ll�, 1 L Vi\ V 111JJ1\ V 4.JL 11L1W V1 1 Vl\ Y r1LVL
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, 2026, may be called for optional 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' written notice of redemption shall be given to the registered owner of the
Bond. Failure to give written notice 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
- 15 -
date, provided funds for their redemption are on deposit at the place of payment. Written notice
will be deemed completed upon transmission to the owner of record.
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.
If less than all of a maturity is called for redemption, the Issuer will notify DTC of the
particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot
the amount of each Participant's interest in such maturity to be redeemed and each Participant
will then select by lot the beneficial ownership interests in such maturity to be redeemed. All
prepayments shall be at a price of par plus accrued interest.
Ownership of this Bond may be transferred only by transfer upon the books kept for such
purpose by Wells Fargo Bank, N.A., the Registrar. Such transfer on 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 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 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 such
taxes have been 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 or facsimile signature of its Mayor and attested by the manual or facsimile
signature of its City Clerk, with the seal of the City printed or impressed hereon, and to be
authenticated by the manual signature of an authorized representative of the Registrar, Wells
Fargo Bank, N.A., Minneapolis, Minnesota.
Date of authentication:
This is one of the Bonds described in the within mentioned
Resolution, as registered by Wells Fargo Bank, N.A.
WELLS FARGO BANK, N.A., Registrar
- 16 -
By:
Authorized Signature
Registrar and Transfer Agent: Wells Fargo Bank, N.A.
Paying Agent: Wells Fargo Bank, N.A.
SEE REVERSE FOR CERTAIN DEFINITIONS
(Seal)
(Signature Block)
CITY OF DUBUQUE, STATE OF IOWA
By: (manual or facsimile signature)
Mayor
ATTEST:
By: (manual or facsimile signature)
City Clerk
(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)
- 17-
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* Corporation
Partnership Trust
*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
(Cust) (Minor)
Under Iowa Uniform Transfers to Minors Act
(State)
ADDITIONAL ABBREVIATIONS MAY
ALSO BE USED THOUGH NOT IN THE ABOVE LIST
(End of form of Bond)
Section 14. Closing Documents. The Mayor and City Clerk are authorized and directed
to execute, attest, seal and deliver for and on behalf of the City any other additional certificates,
documents, or other papers and perform all other acts, including without limitation the execution
of all closing documents, as they may deem necessary or appropriate in order to implement and
carry out the intent and purposes of this Resolution.
- 18 -
Section 15. Contract Between Issuer and Purchaser. This Resolution constitutes a
contract between said City and the purchaser of the Bonds.
Section 16. Non -Arbitrage 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.
Section 17. Approval of Tax Exemption Certificate. Attached hereto is a form of Tax
Exemption Certificate stating the Issuer's reasonable expectations as to the use of the proceeds of
the Bonds. The form of Tax Exemption Certificate is approved. The Issuer hereby agrees to
comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax
Exemption Certificate are hereby incorporated by reference as part of this Resolution. The
Finance Director is hereby directed to make and insert all calculations and determinations
necessary to complete the Tax Exemption Certificate at issuance of the Bonds to certify as to the
reasonable expectations and covenants of the Issuer at that date.
Section 18. 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 19. 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 Exemption Certificate, which
Tax Exemption 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 Exemption
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
- 19-
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 20. Amendment of Resolution to Maintain Tax Exemption. This Resolution may
be amended without the consent of any owner of the Bonds if, in the opinion of Bond Counsel,
such amendment is necessary to maintain tax exemption with respect to the Bonds under
applicable Federal law or regulations.
Section 21. Repeal of Conflicting Resolutions or Ordinances. All ordinances and
resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed.
Section 22. Severability Clause. If any section, paragraph, clause or provision of this
Resolution be held invalid, such invalidity shall not affect any of the remaining provisions
hereof, and this Resolution shall become effective immediately upon its passage and approval.
PASSED AND APPROVED this 2nd day of April, 2018.
ATTEST:
Mayor
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D
EXHIBIT "A"
Refunded Bonds
$6,330,000 General Obligation Bonds, Series 2011A
Principal Interest Maturity
Amount Rate June 1st
$290,000 3.000% 2019
$300,000 3.000% 2020
$310,000 3.000% 2021
$320,000 3.000% 2022
$330,000 3.000% 2023
$340,000 3.000% 2024
$355,000 3.125% 2025
$370,000 3.500% 2026
$3.85,000 3.750% 2027
$400,000 3.750% 2028
$420,000 4.000% 2029
$435,000 4.000% 2030
$455,000 4.000% 2031
$4,710,000 redeemed on June 1, 2018
COUNTY AUDITOR'S CERTIFICATE
I, L fI eila o, County Auditor of Dubuque County, State of Iowa,
hereby certify that on the .j (.e' day of ri e , 2018 there was filed in my
office the Resolution of the City Council of the City of Dubuque, State of Iowa, adopted on the
211d day of April, 2018, such Resolution levying a tax for the purpose of paying principal and
interest on $4,950,000 of General Obligation Bonds, Series 2018A, dated April 25, 2018, and
authorizing the issuance of the Bonds.
(COUNTY TY SEAL)
01462661-1\10422-190
County Auditor of Dubuque County, State of
Iowa
CERTIFICATE
STATE OF IOWA
) SS
COUNTY OF DUBUQUE
I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify
that attached is a true and complete copy of the portion of the records of the City showing
proceedings of the 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 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.
WI ESS my hand and the seal of the Council hereto affid his day of
, 2018.
01462385-1\1 0422-190
City C er;', City of D buque, State of Iowa
Ahlers & Cooney, P.C.
��� � Iq H L E R S �'O O N E Y Attorneys at Law
��.. 100 Court Avenue, Suite 600
Des Moines, lowa 50309-2231
Phone: 515-243-7611
Fax: 515-243-2149
www.ahlerslaw.com
Kristin B. Cooper
515.246.0330
kcooper@ahlerslaw,com
March 22, 2018
VIA E-MAIL & OVrRNIGHT UPS
Ms. Jeimy I_,arson
Budget Director
City of Dubuque
50 West 13th Street
Dubuc�ue, Iowa 52001
Re: Dubuque, Iowa - $1,005,000 Taxable General Obligation Refunding Bonds,
Series 2018B
Dear Jenny:
Enclosed are documents to complete Council action in connection with the authorization
for the issuance of the above Bonds.
1. I�l�� ['tsuE_itil p�'t�c�.cl�ire �n�lsists cif�tiic fi�llnwiii�,�:
(a) �Zts��li�lic�il nu�crinti�l s iZe�itit�•ar aa7d P�� in � n F�. This resolution
appoints Wells Fargo Bank, N.A, to serve as Registrar and Paying Agent.
(b) lt�scflutic�rt �ititlic�ri�iii � t� he issti�uls:e of tl�� Bonds.
The resolution also incorporates by reference the form of the Continuing
Disclosure Certiticate.
There are blank spaces appearing in the form of Bond set out in the resolution.
These need not be coinpleted but may be left blank as a guide since different amounts,
dates and percents will be inserted within the blank spaces.
The resolution inust be adopted by an affirmative vote equal to a majority of the
full Council membership.
(c) C'���itiiiuii�� Uisclosure Certificate. The form of Continuing Disclosure
Certificate, which is described in detail below, is included for approval by the Council
under the Resolution authorizing issuance. This Certificate also should be signed by the
WISHARU & BAILY — 1888; GULRNSFY '� BAILY - 189j; BAILV Ra STIPP — 1901; $TIPP, PFRRY, BANNISTER �. S7ARZINf_,ER — 1914; BANNISIER, CARPEN�ER.
AI{LCRS R CO�M�Y — 1JS0; AIiLfliS, CCl()NCY, D()I'2bVf-:IIF.R. ALLCiEt, HAYNIE � SMITf{ - 1974; AHLERS; COONFY, DOFtWFILER. HAYNIE, SMITH $ ALI_BEE, P.C. — 1990
March 22, 2018
Page 2
Mayor and the Clerl< but not dated. Please execute and return all copies to us. An
executed copy will be provided to you after closing,
2. Closin� Certiticates and Documents_
(a) I)cl i�cr Ccrtil7cal�. This certificate also should be signed, BUT NOT
DATED. Please complete and confirm the financial data on page 2, execute and return
all copies to us. An executed copy will be provided to you after closing,
(b) '-['i�ailscript t'�rtifi�alc. This certificate is to be executed and sealed in the
inanner indicated on the second page and may be dated at the time of completion. A
nniar�� ati�stzcir�il ii�r all c�l'licial si�;iiattiires is �•c�Liil reci. Please execute and return all
copies to us. An executed copy will be provided to you after closing.
(c) n�i�l���iii���tie�n Order. Please execute and return all copies to us. An
executed copy will be provided to you after closing.
(d) Countv Auditor's Ceriif icztie. A true copy of the authorizing resolution as
adopted is to be certiiied and filed with the Auditor of Dubuque County. The Auditor is
asked to certify to such filing on the certificate. Please file one copy with the Auditor and
return the other two copies to my attention prior to closing.
(e) �'��yi�i�:,,_A,�t�Ni�tc [Ze�is�rar anci '�'��uisl'e:z- n ��n�etz��iit. Please
exeeute and return all copies to us. We will obtain signatures from Wells Fargo Bank,
N.A. and an executed copy will be provided to you after closing.
[�t711.1_111L1111��)35C�t7ti111'L' �'L:l'�I f iC�1lL'
Securities and Exchange Commission Rule 15c2-12, prohibits underwriting and
recommendation to the public of the purchase of municipal securities for which adequate
secondary marlcet information is not available. The rules apply generally to any
municipal offering over $1,000,000. The City therefore has an obligation to provide
continuing disclosure to the marketplace while the Bonds are outstanding. The
applicable covenants and duties of the City are outlined in the Continuing Disclosure
Certificate.
"The Continuing Disclosure Certificate requires the City to provide annual
financial inforination and operating data and other operating data described in the
Continuing Disclosure Certificate to the Municipal Securities Rulemaking Board's
Electronic Municipal Market Access system ('BMMA") so long as the Bonds are
outstanding, aud also to provide notiee to EMMA if certain events occur. This
information and data must be sent in "searchable PDF" form. You should ensure that
yotu� audit and operating data will be available in that format so you may comply. The
events which must be reported are detailed in the certificate, but other events which
would be of concern to the rating agencies or Bond holders also should be considered for
disclosure under the anti-fraud provisions of the federal securities laws.
March 2?, 201�
Page 3
Tl�ese disclosure requirements are ongoiug �nd it will be important to designate
an appropi•i�te contact person who will have a primary responsibility ior preparing and
coordiriating the i�iling oFthe annual financial inforuzation, operatii�g data and any event
notices.
The penalties for violation of the rule fall ultimately on the issuer of the Bonds,
because underwriters may be precluded from agreeing to underwrite or bid on Bonds of
issuers who 11ave not complied with their disclosure obligations. Failure to comply
therefore may result in fewer bids and ultimately no bids or tlle inability to secure an
underwriter t<�r an issue.
C'I��si�i�M<<tt�rs.
As you la�ow, closing of this issue is scheduled to occur on or about
April 25, 2018. At the time of closing, the "Purchaser's" copies of the above items and
the original Bonds will be delivered to the Purchaser of the Bonds in exchange for the
agreed purchase price. Our legal opinion also will be delivered to the Purchaser at that
time.
Should you have any questions, or if we can be of any assistance in completing the
enclosed items, please don't hesitate to contact me.
Very truly yours,
Ahlers & Cooney, P.C.
K i�tin Billingsley Cooper
FOR THE FIRM
KBC:seb
Enclosures
cc: Jean Nachtman, City of Dubuque (via e-mail w/enc.)
Kevin Firnstahl, City of Dubuque (via e-mail w/enc.)
Tionna Pooler, Independent Public Advisors (via e-mail w/enc.)
Maureen Vachuska, Wells Fargo Bank, N.A. (via e-mail w/enc.)
01462330-1 U 0422-191
ITEMS TO INCLUDE ON AGENDA
CITY OF DUBUQUE, IOWA
$1,005,000 Taxable General Obligation Refunding Bonds, Series 2018B
• 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.
• Resolution authorizing and providing for the issuance, and levying a tax to pay the
Bonds; Approval of the Continuing Disclosure Certificate.
NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE
CHAPTER 21 AND THE LOCAL RULES OF THE CITY.
April 2, 2018
The City Council of the City of Dubuque, State of Iowa, met in regular session, in the
Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:00 P.M., on the above date.
There were present Mayor Roy D. Buol in the chair, and the following named Council Members:
Luis Del Toro, Ric Jones, Kate Larson, David Resnick, Jake Rios,
Brett Shaw
Absent:
Vacant:
1
Council Member Resnick introduced the following resolution entitled "RESOLUTION
APPOINTING WELLS FARGO BANK, N.A OF MINNEAPOLIS, MINNESOTA, 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 Larson seconded the motion to adopt. The roll was called and the
vote was,
AYES: Del Toro, Buol, Resnick, Rios, Larson, Jones, Shaw
NAYS:
Whereupon, the Mayor declared said Resolution duly adopted as follows:
RESOLUTION NO. 81-18
RESOLUTION APPOINTING WELLS FARGO BANK, N.A. OF
MINNEAPOLIS, MINNESOTA, 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, $1,005,000 Taxable General Obligation Refunding Bonds, Series 2018B,
dated April 25, 2018, have been sold 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 Vv ells Fargo Bank,
N.A. of Minneapolis, Minnesota, 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, N.A.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, STATE OF IOWA:
1. That Wells Fargo Bank, N.A. of Minneapolis, Minnesota, is hereby appointed to
serve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of
$1,005,000 Taxable General Obligation Refunding Bonds, Series 2018B, dated April 25, 2018.
2
2. That the Agreement with Wells Fargo Bank, N.A. of Minneapolis, Minnesota, is
hereby approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of
the City.
PASSED AND APPROVED this 2nd day of April, 2018.
ATTEST:
3
Mayor
Council Member Resnick introduced the following Resolution entitled "RESOLUTION
AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $1,005,000 TAXABLE
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2018B, AND LEVYING A TAX
TO PAY SAID BONDS; APPROVAL OF THE CONTINUING DISCLOSURE
CERTIFICATE" and moved that it be adopted. Council Member Larson seconded the motion to
adopt, and the roll being called thereon, the vote was as follows:
AYES: Del Toro, Buol, Resnick, Rios, Larson, Jones, Shaw
NAYS:
Whereupon, the Mayor declared said Resolution duly adopted as follows:
RESOLUTION NO. 82-18
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $1,005,000 TAXABLE GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2018B, AND
LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF
THE CONTINUING DISCLOSURE CERTIFICATE
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, it is found and determined that the aforesaid adjustment and refunding of
present indebtedness is necessary and in the public interest and will benefit the City and its
taxpayers by restructuring one (1) outstanding issue(s) of Bonds for purposes of more efficient
administration thereof; by conforming the debt service requirements to the anticipated receipt of
tax funds thereby reducing the impact of delays in the collection of future taxes upon the City's
cash flow; and to adjust the requirements of the outstanding indebtedness so as to facilitate the
orderly retirement of Bonds anticipated to be issued for future capital improvements; and
WHEREAS, it presently appears that the aforesaid benefits may be realized and at the
same time savings may be effected in the debt service fund requirements of the City liy refunding
of the Bonds set forth in the schedule set forth as Exhibit "A", attached to this Resolution and
made a part hereof by this reference; and
WHEREAS, pursuant to notice published as required by Section 384.25 of the Code of
Iowa, this Council has held a public meeting and hearing upon the proposal to institute
proceedings for the issuance of $1,005,000 General Obligation Refunding Bonds, and the
Council is therefore now authorized to proceed with the issuance of said Bonds for such
purpose(s); and
-4
WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the above
mentioned Bonds were 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 CITY COUNCIL OF THE CITY
OF DUBUQUE, STATE OF IOWA:
Section 1. Definitions. The following terms shall have the following meanings in this
Resolution unless the text expressly or by necessary implication requires otherwise:
• "Authorized Denominations" shall mean $5,000 or any integral multiple
thereof.
• "Beneficial Owner" shall mean, whenever used with respect to a Bond, the
person in whose name such Bond is recorded as the beneficial owner of such Bond by a
Participant on the records of such Participant or such person's subrogee.
• "Blanket Issuer Letter of Representations" shall mean the Representation
Letter from the Issuer to DTC, with respect to the Bonds.
• "Bond Fund" shall mean the fund created in Section 3 of this Resolution.
• "Bonds" shall mean $1,005,000 Taxable General Obligation Refunding
Bonds, Series 2018B, authorized to be issued by this Resolution.
• "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Bonds.
"Continuing Disclosure Certificate" shall mean that certain Continuing
Disclosure Certificate approved under the terms of this Resolution and to be executed by
the Issuer and dated the date of issuance and delivery of the Bonds, as originally executed
and as it may be 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.
• "DTC" shall mean The Depository Trust Company, New York,
New York, which will act as security depository for the Bond pursuant to the
Representation Letter.
• "Issuer" and "City" shall mean the City of Dubuque, State of Iowa.
• "Participants" shall mean those broker-dealers, banks and other financial
institutions for which DTC holds Bonds as securities depository.
- 5
"Paying Agent" shall mean Wells Fargo Bank, N.A., 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" shall mean the costs of refunding or refinancing certain
outstanding indebtedness of the City, including Taxable General Obligation Bonds,
Series 2011B, dated September 1, 2011.
"Project Fund" shall mean the fund into which a portion of the proceeds
that will be used, together with interest earnings thereon, to pay the principal, interest and
redemption premium, if any, on the Refunded Bonds.
• "Refunded Bonds" shall mean $985,000 of the $1,590,000 Taxable
General Obligation Bonds, Series 2011B, dated September 1, 2011.
• "Registrar" shall mean Wells Fargo Bank, N.A. of Minneapolis,
Minnesota, 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.
• "Resolution" shall mean this resolution authorizing 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.
Section 2. Levy 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
the City of Dubuque, State of Iowa, to -wit:
6
AMOUNT
FISCAL YEAR (JULY 1 TO JUNE 30)
YEAR OF COLLECTION
$138,478.50* 2018/2019
$142,285.00 2019/2020
$143,835.00 2020/2021
$145,235.00 2021/2022
$146,485.00 2022/2023
$142,585.00 2023/2024
$143,685.00 2024/2025
$149,567.50 2025/2026
*Payable from the Debt Service Levy on the Refunded Bonds.
(NOTE: For example the levy to be made and certified against the taxable valuations of
January 1, 2017 will be collected during the fiscal year commencing July 1, 2018.)
b) Resolution to be Filed With County Auditor. A certified copy of this
Resolution shall be filed with the Auditor of Dubuque County, Iowa and the 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 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 the 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.
Section 3. Bond Fund. Said tax shall be assessed and collected each year at the same
time and in the came manner ac and in addition to, all other taxes in and for city, and when
, w u awl the V1L,', C1.11U
collected they shall be converted into a special fund within the Debt Service Fund to be known
as the "2018B GENERAL OBLIGATION REFUNDING BOND FUND NO. 2" (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.
Section 4. Application of Bond Proceeds. Proceeds of the Bonds, other than accrued
interest except as may be provided below, shall be credited to the Project Fund and expended
therefrom for the purposes of issuance. Proceeds invested shall mature before the date on which
the moneys are required for payment of principal and interest on the Refunded Bonds. Accrued
interest, if any, shall be deposited in the Bond Fund.
-7
Section 5. Investment 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, 2017, as amended, or deposited in financial 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 Chapter 12C of the Code of Iowa, 2017, 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. Taxable General Obligation Refunding Bonds of the City in the
amount of $1,005,000, shall be issued pursuant to the provisions of Section 384.25 of the
Code of Iowa for the aforesaid purposes. The Bonds shall be designated "TAXABLE
GENERAL OBLIGATION REFUNDING BOND, SERIES 2018B", be dated April 25,
2018, and bear interest from the date thereof, until payment thereof, at the office of the
Paying Agent, said interest payable on December 1, 2018, 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:
Principal Interest Maturity
Amount Rate June 1st
$105,000 3.000% 2019
$115,000 3.000% 2020
$120,000 3.000% 2021
$125,000 3.000% 2022
$130,000 3.000% 2023
$130,000 3.000% 2024
$135,000 3.050% 2025
$145,000 3.150% 2026
b) Redemption.
Optional Redemption. The Bonds are not subject to optional redemption
prior to maturity.
-8
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 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). The Bonds must be registered in the
name of Cede & Co., as nominee for DTC. Payment of semiannual interest for any
Bonds registered in the name of Cede & Co. will 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 or in the Representation Letter.
b) The Bonds will be initially issued in the form of separate single authenticated
fully registered bonds in the amount of each stated maturity of the Bonds. Upon initial
issuance, the ownership of the Bonds will be registered in the registry books of the Wells
Fargo Bank, N.A. kept by the Paying Agent and Registrar in the name of Cede & Co., as
nominee of DTC. The Paying Agent and Registrar and the Issuer may treat DTC (or its
nominee) as the sole and exclusive owner of the Bonds registered in its name for the
purposes of payment of the principal or redemption price of or interest on the Bonds,
selecting the Bonds or portions to be redeemed, giving any notice permitted or required
to be given to registered owners of Bonds under the Resolution of the Issuer, registering
the transfer of Bonds, obtaining any consent or other action to be taken by registered
owners of the Bonds and for other purposes. The Paying Agent, Registrar and the Issuer
have no responsibility or obligation to any Participant or Beneficial Owner of the Bonds
under or through DTC with respect to the accuracy of records maintained by DTC or any
Participant; with respect to the payment by DTC or Participant of an amount of principal
or redemption price of or interest on the Bonds; with respect to any notice given to
owners of Bonds under the Resolution; with respect to the Participant(s) selected to
receive payment in the event of a partial redemption of the Bonds, or a consent given or
other action taken by DTC as registered owner of the Bonds. The Paying Agent and
Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to
Cede. & Co. in accordance with the Representation Letter, and all payments are valid and
effective to fully satisfy and discharge the Issuer's obligations with respect to the
principal of and premium, if any, and interest on the Bonds to the extent of the sum paid.
DTC must receive an authenticated Bond for each separate stated maturity evidencing the
obligation of the Issuer to make payments of principal of and premium, if any, and
interest. Upon delivery by DTC to the Paying Agent and Registrar of written notice that
DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will
be transferable to the new nominee in accordance with this Section.
c) In the event the Issuer determines that it is in the best interest of the Beneficial
Owners that they be able to obtain Bonds certificates, the Issuer may notify DTC and the
Paying Agent and Registrar, whereupon DTC will notify the Participants, of the
availability through DTC of Bonds certificates. The Bonds will be transferable in
accordance with this Section. DTC may determine to discontinue providing its services
-9-
with respect to the Bonds at any time by giving notice to the Issuer and the Paying Agent
and Registrar and discharging its responsibilities under applicable law. In this event, the
Bonds will be transferable in accordance with this Section.
d) Notwithstanding any other provision of the Resolution to the contrary, so long
as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments
with respect to the principal of and premium, if any, and interest on the Bond and all
notices must be made and given, respectively to DTC as provided in the Representation
letter.
e) In connection with any notice or other communication to be provided to
Bondholders by the Issuer or the Paying Agent and Registrar with respect to a consent or
other action to be taken by Bondholders, the Issuer or the Paying Agent and Registrar, as
the case may be, shall establish a record date for the consent or other action and give
DTC notice of the record date not less than 15 calendar days in advance of the record
date to the extent possible. Notice to DTC must be given only when DTC is the sole
Bondholder.
f) The Representation Letter is on file with DTC and sets forth certain matters
with respect to, among other things, notices, consents and approvals by Bondholders and
payments on the Bonds. The execution and delivery of the Representation Letter to DTC
by the Issuer is ratified and confirmed.
g) In the event that a transfer or exchange of the Bonds is permitted under this
Section, the transfer or exchange may be accomplished upon receipt by the Registrar
from the registered owners of the Bonds to be transferred or exchanged and appropriate
instruments of transfer. In the event Bond certificates are issued to holders other than
Cede & Co., its successor as nominee for DTC as holder of all the Bonds, or other
securities depository as holder of all the Bonds, the provisions of the Resolution apply to,
among other things, the printing of certificates and the method or payment of principal of
and interest on the certificates. 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.
h) The officers of the Issuer are authorized and directed to prepare and furnish to
the purchaser, and to the attorneys approving the legality of Bonds, certified copies of
proceedings, ordinances, resolutions and records and all certificates and affidavits and
other instruments as may be required to evidence the legality and marketability of the
Bonds, and all certified copies, certificates, affidavits and other instruments constitute
representations of the Issuer as to the correctness of all stated or recited facts.
- 1 0 -
Section 8. Registration of Bonds; Appointment of Registrar; Transfer; Ownership;
Delivery; and Cancellation.
a) Registration. 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, N.A. 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
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.
- 1 1 -
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
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 of the
month 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. Upon receipt of the
final payment of principal, the holder of the Bond shall surrender 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 the Bonds by their manual or authorized
signature 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
- 1 2 -
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:
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 Agent or Registrar. Issuer reserves the right
to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to
each registered bondholder.
Section 13. Form of Bond. Bonds shall be printed substantially in the form as follows:
"STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"TAXABLE GENERAL OBLIGATION REFUNDING BOND"
"SERIES 2018B"
ESSENTIAL CORPORATE PURPOSE
Rate:
Maturity:
Bond Date: April 25, 2018
CUSIP No.:
"Registered"
Certificate No.
Principal Amount: $
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
(Registration panel to be completed by Registrar or Printer with name of Registered
Owner).
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,
- 13 -
only upon presentation and surrender hereof at the office of Wells Fargo Bank, N.A., 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 December 1, 2018, 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 of the month preceding such
interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 -
day months.
THE HOLDERS OF THE BONDS SHOULD TREAT THE INTEREST AS
SUBJECT TO FEDERAL INCOME TAXATION.
This Bond is issued pursuant to the provisions of Section 384.25 of the Code of Iowa, for
the purpose of paying costs of refunding or refinancing certain outstanding indebtedness of the
City, including Taxable General Obligation Bonds, Series 2011B, dated September 1, 2011, 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.
The Bonds are not subject to optional redemption prior to maturity.
Ownership of this Bond may be transferred only by transfer upon the books kept for such
purpose by Wells Fargo Bank, N.A., the Registrar. Such transfer on 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 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 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 such
taxes have been irrevocably pledged for the prompt payment hereof, both principal and interest;
- 14 -
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 or facsimile signature of its Mayor and attested by the manual or facsimile
signature of its City Clerk, with the seal of the City printed or impressed hereon, and to be
authenticated by the manual signature of an authorized representative of the Registrar, Wells
Fargo Bank, N.A., Minneapolis, Minnesota.
Date of authentication:
This is one of the Bonds described in the within mentioned
Resolution, as registered by Wells Fargo Bank, N.A.
WELLS FARGO BANK, N.A,, Registrar
By:
Authorized Signature
Registrar and Transfer Agent: Wells Fargo Bank, N.A.
Paying Agent: Wells Fargo Bank, N.A.
SEE REVERSE FOR CERTAIN DEFINITIONS
(Seal)
(Signature Block)
CITY OF DUBUQUE, STATE OF IOWA
By: (manual or facsimile signature)
Mayor
ATTEST:
By: (manual or facsimiie signature)
City Clerk
(Information Required for Registration)
- 15 -
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)
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* Corporation
Partnership Trust
*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
- 16 -
IA UNIF TRANS MIN ACT
Custodian
(Cust) (Minor)
Under Iowa Uniform Transfers to Minors Act
(State)
ADDITIONAL ABBREVIATIONS MAY
ALSO BE USED THOUGH NOT IN THE ABOVE LIST
(End of form of Bond)
Section 14. Closing Documents. The Mayor and City Clerk are authorized and directed
to execute, attest, seal and deliver for and on behalf of the City any other additional certificates,
documents, or other papers and perform all other acts, including without limitation the execution
of all closing documents, as they may deem necessary or appropriate in order to implement and
carry out the intent and purposes of this Resolution.
Section 15. Contract Between Issuer and Purchaser. This Resolution constitutes a
contract between said City and the purchaser of the Bonds.
Section 16. 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 17. Repeal of Conflicting Resolutions or Ordinances. All ordinances and
resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed.
Section 18. Severability Clause. If any section, paragraph, clause or provision of this
Resolution be held invalid, such invalidity shall not affect any of the remaining provisions
hereof, and this Resolution shall become effective immediately upon its passage and approval.
- 17-
PASSED AND APPROVED this 2nd day of April, 2018.
Mayor
ATTEST:
- 18 -
AL()
EXHIBIT "A"
Refunded Bonds
$1,590,000 Taxable General Obligation Bonds, Series 2011B
Principal Interest Maturity
Amount Rate June 1st
$105,000 3.000% 2019
$110,000 3.250% 2020
$115,000 3.500% 2021
$120,000 3.750% 2022
$125,000 3.900% 2023
$130,000 4.050% 2024
$135,000 4.100% 2025
$145,000 4.350% 2026
985,000 redeemed on June 1, 2018
COUNTY AUDITOR'S CERTIFICATE
1, (5e,f-f,d1A, , County Auditor of Dubuque County, State of Iowa,
hereby certify that on the V1-#1 day of /-}O r-1 11 , 2018 there was filed in my
office the Resolution of the City Council of the City of Dubuque, State of Iowa, adopted on the
2nd day of April, 2018, such Resolution levying a tax for the purpose of paying principal and
interest on $1,005,000 of Taxable General Obligation Refunding Bonds, Series 2018B, dated
April 25, 2018, and authorizing the issuance of the Bonds.
01462978-1\10422-191
County Auditor of Dubuque County, State of
Iowa
CERTIFICATE
STATE OF IOWA
) SS
COUNTY OF DUBUQUE
I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify
that attached is a true and complete copy of the portion of the records of the City showing
proceedings of the 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 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 Council hereto affix- thin' day of
ZI1 / , 2018.
01462859-1/10422-191
City C k, City o buque, State of Iowa