Amending Paying Agent, Bond Registrar and Transfer Agent Agreements - Wells Fargo Copyrighted
January 7, 2019
City of Dubuque Consent Items # 18.
ITEM TITLE: Amending PayingAgent, Bond Registrarand TransferAgent
Agreements -Wells Fargo
SUMMARY: City Manager Recommending approval of a resolution to align with
current practices of Wells Fargo as the City's Bond Paying Agent.
RESOLUTIONAmending PayingAgent; Bond Registrarand
Transfer Agent Agreements
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File;Adopt Resolution(s)
ATTACHMENTS:
Description Type
Resolution Amending Paying Agent, Bond Registrar and City Manager Memo
TransferAgentAgreements-MVM Memo
Memo Staff Memo
Revised Wells Fargo Resolution Supporting Documentation
THE CITY OF Dubuque
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Amending Paying Agent, Bond Registrar and Transfer Agent
Agreements
DATE: December 29, 2018
Agreements for bonds issued prior to 2018 provide that the Issuer (City of Dubuque) shall
deposit with the Paying Agent (Wells Fargo, N.A. Minneapolis, Minnesota) in immediately
available funds such amount as is required to make payments of principal and interest to
the registered holders of the outstanding bonds at least three business days prior to each
payment date. The City has elected to have debt service payments withdrawn from its
account via Automated Clearing House (ACH) debit, which under the AgenYs current
practices occurs one business day prior to the payment date.
Wells Fargo has requested that the City amend the prior Agreements in order to reflect
current practices as to the timing of when funds are deposited and available for the
Agent to make payments to the registered holders of the bonds and when such
registered holders are paid.
Finance Director Jean Nachtman recommends City Council approval of a resolution to
align with current practices of Wells Fargo as the City's Bond Paying Agent.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
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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 CITY OF Dubuque
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2013 2017
TO: Mike Van Milligen, City Manager
FROM: Jean Nachtman, Finance Director
DATE: December 28, 2018
RE: Resolution Amending Paying Agent, Bond Registrar and Transfer Agent
Agreements.
INTRODUCTION:
Agreements for bonds issued prior to 2018 provide that the Issuer (City of Dubuque)
shall deposit with the Paying Agent (Wells Fargo, N.A. Minneapolis, Minnesota) in
immediately available funds such amount as is required to make payments of principal
and interest to the registered holders of the outstanding bonds at least three business
days prior to each payment date. The City has elected to have debt service payments
withdrawn from its account via ACH debit, which under the AgenYs current practices
occurs one business day prior to the payment date
DISCUSSION:
Wells Fargo has requested that the City amend the prior Agreements in order to reflect
current practices as to the timing of when funds are deposited and available for the
Agent to make payments to the registered holders of the bonds and when such
registered holders are paid.
1 . Section 5(a) of the Agreements with Wells Fargo Bank, N.A. of Minneapolis,
Minnesota for the bonds described in Exhibit A attached, are hereby amended to
provide as follows:
a. On or before each payment date the Issuer will cause to be deposited with
the Agent in immediately available funds such amount as is required to make
such payment.
2. Section 5(b) of the Agreements with Wells Fargo Bank, N.A. of Minneapolis,
Minnesota for the bonds described in Exhibit A attached hereto, is hereby
amended to provide as follows:
a. On each payment date the Agent will pay interest and, upon presentation and
surrender of the matured or called Obligations, will pay principal to each
registered owner of the Obligations as of the record date by mailing a check
to each such owner or by any other method agreed upon between the Agent
and the Owner. In any case where the date of maturity of interest on or
principal of the Obligations or the date fixed for redemption of any Obligations
shall be a Sunday or a legal holiday or a day on which banking institutions are
authorized by law to close, then payment of interest or principal may be made
on the succeeding business day with the same force and effect as if made on
the date of maturity or the date fixed for redemption.
b. Except as amended herein, all of the other terms and conditions of the
Agreements are in all respects ratified, confirmed and approved and shall
remain in full effect.
Kristin Billingsley Cooper attorney with Ahlers and Cooney, P.C. has advised the City
and Wells Fargo in the preparation of the revised resolution.
ACTION:
I respectfully recommend the adoption of the enclosed resolution to align with current
practices of Wells Fargo as the City's Bond Paying Agent.
Cc: Crenna Brumwell, City Attorney
Kevin Firnstall, City Clerk
Jenny Larson, Budget Director
Tami Lansing, Assistant Finance Director
Kristin Billingsley Cooper, Ahlers & Cohley
2
ITEMS TO INCLUDE ON AGENDA
CITY OF DUBUQUE, IOWA
• Resolution Amending Paying Agent; Bond Registrar and Transfer Agent Agreements.
NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE
CHAPTER 21 AND THE LOCAL RULES OF THE CITY.
January 7, 2019
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:
Present: Luis Del Tor Ric Jones, Kate Larson, Jake David Resnick,
Jake Rios, Brett Shaw
Absent:
Vacant:
Council Member Resnick introduced the following resolution entitled "RESOLUTION
AMENDING PAYING AGENT; BOND REGISTRAR AND TRANSFER AGENT
AGREEMENTS" and moved that the resolution be adopted. Council Member Del Toro
seconded the motion to adopt. The roll was called, and the vote was,
AYES: Rios, Jones, Larosn, Shaw, Del Toro, Resnick, Buol
NAYS:
Whereupon, the Mayor declared said Resolution duly adopted as follows:
RESOLUTION NO. 10-19
RESOLUTION AMENDING PAYING AGENT;
BOND REGISTRAR AND TRANSFER AGENT
AGREEMENTS
WHEREAS, this Council previously approved Wells Fargo Bank, N.A. of Minneapolis,
Minnesota as Paying Agent, Bond Registrar and Transfer Agent (the "Agent") for bonds issued
by the City; and
WHEREAS, Paying Agent; Bond Registrar and Transfer Agent Agreements
("Agreements") were prepared and entered into between the City and the Agent in connection
with each series of bonds described in Exhibit A; and
WHEREAS, the Agreements for bonds issued prior to 2018 provide that the Issuer shall
cause to be deposited with the Agent in immediately available funds such amount as is required
to make payments of principal and interest to the registered holders of the outstanding bonds at
least three business days prior to each payment date; and
WHEREAS, the City has elected to have debt service payments withdrawn from its
account via ACH debit, which under the Agent's current practices occurs one business day prior
to the payment date; and
WHEREAS, the Agreements for bonds issued prior to 2018 provide that the Agent will
pay interest and principal to each registered holder one business day before each payment date;
and
WHEREAS, the Agent has requested that the City amend the prior Agreements in order
to reflect current practices as to the timing of when funds are deposited and available for the
Agent to make payments to the registered holders of the bonds and when such registered holders
are paid.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, STATE OF IOWA:
1. That Section 5(a) of the Agreements with Wells Fargo Bank, N.A. of
Minneapolis, Minnesota for the bonds described in Exhibit A attached hereto, are hereby
amended to provide as follows:
a) On or before each payment date the Issuer will cause to be deposited
with the Agent in immediately available funds such amount as is
required to make such payment.
2. That Section 5(b) of the Agreements with Wells Fargo Bank, N.A. of
Minneapolis, Minnesota for the bonds described in Exhibit A attached hereto, is hereby amended
to provide as follows:
b) On each payment date the Agent will pay interest and, upon presentation
and surrender of the matured or called Obligations, will pay principal to
each registered owner of the Obligations as of the record date by mailing
a check to each such owner or by any other method agreed upon
between the Agent and the owner. In any case where the date of
maturity of interest on or principal of the Obligations or the date fixed
for redemption of any Obligations shall be a Sunday or a legal holiday or
a day on which banking institutions are authorized by law to close, then
payment of interest or principal may be made on the succeeding business
day with the same force and effect as if made on the date of maturity or
the date fixed for redemption.
3. Except as amended herein, all of the other terms and conditions of the
Agreements are in all respects ratified, confirmed and approved and shall remain in full
effect.
PASSED AND APPROVED this 7th day of January, 2019 .
ATTEST:
EXHIBIT A
$23,025,000 Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007
- $1,195,000 Water Revenue Bonds, Series 2008D
- $5,700,000 Water Revenue Bonds, Series 2010D
- $4,380,000 General Obligation Urban Renewal Bonds, Series 2012A
- $7,495,000 General Obligation Bonds, Series 2012B
$6,965,000 Taxable General Obligation Bonds, Series 2012C
$7,175,000 General Obligation Bonds, Series 2012D
- $3,640,000 General Obligation Bonds, Series 2012E
- $1,035,000 Taxable General Obligation Bonds, Series 2012F
- $2,385,000 General Obligation Urban Renewal Bonds, Series 2012H
- $7,285,000 Taxable General Obligation Refunding Bonds, Series 2012I
$18,835,000 General Obligation Capital Loan Notes, Series 2014B
- $7,615,000 Taxable General Obligation Capital Loan Notes, Series 2014C
- $7,190,000 Sales Tax Increment Revenue Bonds, Second Lien Series 2014
$20,800,000 Sales Tax Increment Revenue Bonds, Senior Bond Series 2015A
$2,830,000 General Obligation Bonds, Series 2016A
$10,920,000 General Obligation Refunding Bonds, Series 2016B
$4,145,000 General Obligation Bonds, Series 2016C
$8,495,000 General Obligation Bonds, Series 2017A
- $9,745,000 General Obligation Urban Renewal Refunding Bonds, Series 2017B
- $2,120,000 Taxable General Obligation Urban Renewal Refunding Bonds, Series 2017C
STATE OF IOWA
COUNTY OF DUBUQUE
CERTIFICATE
)SS
I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify
that attached is a true and complete copy of the portion of the 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 affixes his 8th>day o anuary,
2019.
City Clet, City of tu:uque, " tate of Iowa
ROLL CALL ORDER FOR MEETING OF
January 7, 2019
Rios, Jones, Larson, Shaw, Del Toro, Resnick, Buol
CITY OF DUBUQUE, IOWA
CITY COUNCIL MEETING
Historic Federal Building
Second -Floor Council Chambers 350 W. 6th Street
January 7, 2019
Council meetings are video streamed live and archived at
www.cityofdubuque.org/media and on Dubuque's CityChannel on the Mediacom cable
system at cable channel 8 and digital 117.2
REGULAR SESSION
6:00 PM
PLEDGE OF ALLEGIANCE
PROCLAMATION(S)
1. Human Trafficking Prevention Month (January 2019)
CONSENT ITEMS
The consent agenda items are considered to be routine and non -controversial and all
consent items will be normally voted upon in a single motion without any separate discussion
on a particular item. If you would like to discuss one of the Consent Items, please go to the
microphone and be recognized by the Mayor and state the item you would like removed from
the Consent Agenda for separate discussion and consideration.
1. Minutes and Reports Submitted
Catfish Creek Watershed Management Authority of 12/21; City Council Proceedings of 12/17;
Five Flags Civic Center Commission of 12/20; Historic Preservation Commission of 12/20; Park
and Recreation Commission of 12/11; Zoning Board of Adjustments of 12/20; Proof of publication
for City Council Proceedings of 11/26; Proof of publication for City Council Proceeding of 12/3;
Proof of publication List of Claims and Revenues for Month Ending 11/30.
Suggested Disposition: Receive and File
2. Notice of Claims and Suits
Dittmer Recycling, Inc. for property damage and Jesse Drolema for vehicle damage.
Suggested Disposition: Receive and File; Refer to City Attorney
3. Disposition of Claims
Pg. 1
1
Kevin Firnstahl
From:Kevin Firnstahl
Sent:Tuesday, January 08, 2019 11:36 AM
To:Susan Ball
Cc:Jean Nachtman; Tami Lansing; Ella Lahey
Subject:RE: Dubuque Question re Amending paying agent item
Attachments:Dbq Resolution No. 10-19 Amending Paying Agent, Etc..pdf
Thank you Susan.
Please see the attachment.
Best,
Kevin S. Firnstahl, City Clerk
50 W. 13th Street
Dubuque, IA 52001
kfirnsta@cityofdubuque.org
563‐589‐4100
From: Susan Ball [mailto:sball@Ahlerslaw.com]
Sent: Tuesday, January 08, 2019 11:24 AM
To: Kevin Firnstahl <Kfirnsta@cityofdubuque.org>
Subject: RE: Dubuque Question re Amending paying agent item
Good Afternoon Kevin,
Thanks for reaching out! You can send me an electronic scan and I will add it to the file.
Thanks!
Susan Ball
Legal Assistant to Kristin Billingsley Cooper
Ahlers & Cooney, P.C.
100 Court Avenue, Suite 600
Des Moines, Iowa 50309-2231
Phone: (515) 246-4410
sball@ahlerslaw.com | www.ahlerslaw.com
From: Kevin Firnstahl <Kfirnsta@cityofdubuque.org>
Sent: Tuesday, January 08, 2019 11:04 AM
To: Susan Ball <sball@Ahlerslaw.com>
Subject: Dubuque Question re Amending paying agent item
Hi Susan,
Do I send you the certified copies of the Resolution Amending Paying Agent; Bond Registrar and Transfer of Agent
Agreements?
2
Our Finance Department didn’t provide any documentation as to whom to return them to.
Let me know if electronic scans will suffice. Otherwise, I’ll drop them in today’s mail.
Thank you.
Kevin S. Firnstahl, City Clerk
50 W. 13th Street
Dubuque, IA 52001
kfirnsta@cityofdubuque.org
563‐589‐4100
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