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Complete Action on Stormwater Management Utility Revenue Capital Loan Notes Series 2019 $16M_Bee Branch Culverts Copyrighted March 18, 2019 City of Dubuque Consent Items # 19. ITEM TITLE: Complete Action on Stormwater Management Utility Revenue Capital Loan Notes, Series 2019 (State of lowa Revolving Fund Loan) SUMMARY: City Manager recommending approval of the suggested proceedings to complete action required on the Stormwater Revenue Capital Loan Notes Series 2019 (State of lowa Revolving Fund Loan). RESOLUTION Approving and authorizing a Form of Loan and DisbursementAgreement by and between the City of Dubuque, lowa and the lowa Finance Authority, and authorizing and providing for the issuance and securing the payment of $16,382,000 Stormwater Management Utility Revenue Capital Loan Notes, Series 2019, of the City of Dubuque, lowa, under the provisions of the Code of lowa, and providing for a Method of Payment of said Notes; approval of the Tax Exemption Certificate SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt Resolution(s) ATTACHMENTS: Description Type MVM Memo City Manager Memo Staff Memo Staff Memo Bond Counsel Letter Supporting Documentation Resolution Resolutions THE CITY OF Dubuque � All-America City UB E � r � Mas terpiece on the Mississippi Zoo,.2012.Zo13 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Proceedings to Complete Action on the Issuance of $16,382,000 Stormwater Management Utility Revenue Capital Loan Notes (State Revolving Loan Fund Program), Series 2019 for the Upper Bee Branch Creek Railroad Culverts DATE: March 12, 2019 Budget Director Jennifer Larson is recommending City Council approval of the suggested proceedings to complete action required on the $16,382,000 Stormwater Revenue Capital Loan Notes prepared by Bond Counsel and to present a resolution for City Council to adopt entitled "Resolution Approving and Authorizing a Form of Loan and Disbursement Agreement By and Between the City of Dubuque, lowa and the lowa Finance Authority, and Authorizing and Providing for the Issuance and Securing the Payment of $16,382,000 Stormwater Management Utility Revenue Capital Loan Notes, Series 2019, of the City of Dubuque, lowa, Under the Provisions of the Code of lowa, and Providing for a Method of Payment of Said Notes; Approval of the Tax Exemption Certificate." Over 60% of Dubuque residents live or work in the Bee Branch Creek Watershed. There have been six Presidential Disaster Declarations related to flooding in this watershed since 1999. The Upper Bee Branch Creek Railroad Culverts Project (Project) represents the final contract associated with the Bee Branch Creek Restoration Project, a major component of the Bee Branch Creek Watershed Flood Mitigation Project. The improvements will allow for the efficient flow of floodwaters from the recently competed Upper Bee Branch Creek improvements, through the railroad yard on GarField Avenue, to the Lower Bee Branch Creek. On February 18, 2019, the City Council awarded the construction contract for the Upper Bee Branch Creek Railroad Culverts Project to Tricon General Construction, Inc. in the amount of the base bid of $25,900,000. The Upper Bee Branch Culvert project cost is estimated to be $31,267,349 and project funding includes $12,559,703 HUD CDBG National Disaster Resiliency Grant, State Revolving Fund Loan $16,382,000, and the Flood Mitigation Grant (State Sales Tax Increment) $2,325,646. While the final completion date for the Upper Bee Branch Creek Railroad Culverts Project is June 30, 2021 , it is expected that the system will begin to provide flood mitigation benefits by the end of 2020. In May of 2018, the City's application for a Clean Water SRF Sponsorship program project was approved for $1 ,000,000 in funding for green alley construction in the Bee Branch and Catfish Creek watersheds. Funding would also be used to pay for the pervious drives associated with the proposed Midtown Transfer. The sponsorship project will be an amendment to the Upper Bee Branch Creek Railroad Culverts Project State Revolving fund loan once the loan is fully drawn down. The sponsorship program is made possible through Clean Water State Revolving Fund (CWSRF) loans. On a typical CWSRF loan, the City would borrow the principal using it to construct the improvements and repays principal (the loan) plus interest and fees. On a CWSRF loan with a sponsored project, the principal loan is increased to pay for both the original improvement project and the sponsored project. However, through an interest rate reduction, the interest on the loan is reduced such that the City does not pay any more than they would have for just the original improvements. Instead, two water quality projects are completed for the cost of one. The maximum amount allowed for sponsored project is the lesser of 10°k of the amount of the loan request at the time of the sponsored project application, 10°k of the FINAL amount drawn on the loan, or the calculated amount determined by the reduction of the interest rate by up to 1°k. The total estimated State Revolving Fund Loan for the Upper Bee Branch Creek Railroad Culverts Project is $16,382,000 and $1 ,005,000 as a Clean Water SRF Sponsorship program for green alley construction in the Bee Branch and Catfish Creek watersheds, for a total State Revolving Fund Loan of$17,387,000. I concur with the recommendation and respectfully request Mayor and City Council approval. ���� �� Michael C. Van Milligen MCVM/jml Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Teri Goodmann, Assistant City Manager Jennifer Larson, Budget Director Jean Nachtman, Finance Director THE CITY OF Dubuque � All-America City UB E � r � Mas terpiece on the Mississippi Zoo,.2012.Zo13 TO: Michael C. Van Milligen, City Manger FROM: Jennifer Larson, Budget Director SUBJECT: Proceedings to Complete Action on the Issuance of $16,382,000 Stormwater Management Utility Revenue Capital Loan Notes (State Revolving Loan Fund Program), Series 2019 for the Upper Bee Branch Creek Railroad Culverts DATE: March 12, 2019 INTRODUCTION: The purpose of this memorandum is to provide suggested proceedings to complete action required on the $16,382,000 Stormwater Revenue Capital Loan Notes. The proceeds of which will be used to pay the costs for the Upper Bee Branch Creek Railroad Culverts. A letter from attorney Kristin Cooper detailing information on the loan is enclosed. DISCUSSION The Upper Bee Branch Creek Railroad Culverts Project (Project) represents the final contract associated with the Bee Branch Creek Restoration Project. The improvements will allow for the efficient flow of floodwaters from the recently competed Upper Bee Branch creek improvements, through the railroad yard on GarField Avenue, to the Lower Bee Branch Creek. Since 2007, the City has been corresponding with the owner of the Dubuque Works rail yard at 506 GarField Avenue. During that time, the ownership of the railroad changed hands two times. After years of negotiations, the City has reached an agreement with Canadian Pacific and can move forward with the project. The Project involves the installation of six, 8-foot diameter culverts under the railroad tracks using tunneling methods. This will allow the railroad operation to continue unimpeded by the construction of the Project. In addition to the culverts under the railroad tracks, the Project includes the extension of the box culverts installed under GarField Avenue as part of the Upper Bee Branch Creek improvements to a new buried junction chamber, or transition structure where the flow from the Upper Bee Branch will join with flow from the Bee Brach storm sewer from Pine Street. The combined flow will then flow under the railroad track through the tunneled pipes mentioned previously into the Lower Bee Branch Creek. An outfall structure will be constructed where the water will flow inter the Lower Bee Branch. This will include a headwall for the culverts, a flood gate with the pump station to control the depth of water in the Upper Bee Branch Creek, topped by a concrete pad that will allow access to the culverts and gate from above while also providing a plaza area for citizens to overlook the Lower Bee Branch Creek. The Project also incorporated the existing box culverts underneath the railroad tracks into the flood control system. The design will allow the existing box culverts to serve dual functions: flood control and as a hike/bike function as a spillway should floodwaters overflows within the Upper Bee Branch Creek. The project was bid with four "additive" alternate bid items that could be awarded based on the availability of City funds. On February 5, 2019, the City received five bids for the Upper Bee Branch Creek Railroad Culverts Project. Tricon General Construction, Inc. of Dubuque, lowa submitted the low base bid of $25,900,000, which is 1 .24°k over the engineer's estimate. Tricon General Construction, Inc. of Dubuque, lowa also submitted the low base bid with alternates of $28,483,000. In conjunction with the preparation of the Fiscal Year 2020 Budget, the funding plan and schedule of the various phases of Bee Branch Watershed Flood Mitigation Project were considered. The construction contract budget for the Upper Bee Branch Creek Railroad Culverts Project was set to match the engineer's base bid estimate of$25,582,982.00. The construction contingency budget to be used to cover unexpected work that might arise during construction was set to be $1 ,279,149.00 (5°k of the construction contract budget). Because the low base bid received is 1 .24°k (or $317,018.00) more than the proposed budget, there isn't funding within the budget to do the additional work outlined in the alternate bid items. But as the project proceeds toward completion, and the need for the contingency funding is better understood, it may be possible to re-bid the alternate bid item improvements and construct them with contingency savings. The City will also continue to look for grant funding assistance to help cover the cost of the alternate bid item improvements. In order to award the base bid construction contract and cover the $317,018.00 shortfall, the recommendation is to adjust the funding and schedule of other phases of the overall Bee Branch Watershed Flood Mitigation Project versus increasing the planned debt for the project or increasing previously adopted stormwater utility rates. The proposed schedule is shown in the table below. Previous Proposed Improvements Construction Schedule Construction Schedule Upper Bee Branch Creek Railroad Culverts 2019 2021 Flood Mitigation Gate & Pump Replacement' 2020 2021 17th Street&W. Locust Street Storm Sewer Improvementsz 2021 2021 22nd Street& Kaufmann Ave Storm Sewer Improvementsz 2021 2021 Flood Mitigation Maintenance Facility' 2022 2028 North End Storm Sewers (25th, 26th, 27th, 28th, 29th, &30th Streets) 2025 2029 ater Plant Flood Protection 2025 2031 Pervious Pavement Systems (Green Alleys)° 2038 2040 2 'A $2.5 million EDA grant application is pending. zConstruction limits reduced due to funding limitations. 3Site cleanup underway with EPA funding support. Full buildout in 2028. ^Construction of the first 80 green alleys is complete. While the final completion date for the Upper Bee Branch Creek Railroad Culverts Project is June 30, 2021 , it is expected that the system will begin to provide flood mitigation benefits by the end of 2020. On February 18, 2019, City Council awarded the construction contract for the Upper Bee Branch Creek Railroad Culverts Project to Tricon General Construction, Inc. in the amount of the base bid of$25,900,000. The estimate of probable cost for Upper Bee Branch Creek Railroad Culverts Project is as follows: Estimate Bid Construction $25,582,982 $25,900,00 Contin enc -5°k 1 279149 1 27914 Pro ert Ac uisitions 410 000 410 00 En ineerin 3,596,200 3,596,20 SRF Loan Issuance Cost 82,000 82,00 otal Project Cost $30,950,331 $31,267,349 The project funding is summarized as follows: Funding Source Amount HUD CDBG NDR Grant $12,559,703 U.S. EPA Clean Water SRF Loan 16,382,000 z State SalesTax Increment Fundin 1 ,279,149 State SalesTax Increment Bond 1 ,046,497 Total $31 ,267,349 �$16.382 million is the maximum amount of SRF debt the City will utilize. zThe U.S. EPA Clean Water SRF loan will be paid back using stormwater utility fee revenue. The Upper Bee Branch Creek Railroad Culverts Project has an estimated SRF loan amount of $16,382,000 and the green alley construction in the Bee Branch and Catfish watersheds sponsorship project would be 10°k of the final Upper Bee Branch Railroad Culverts loan amount drawn or approximately $1 ,000,000. The construction schedule of improvements associated with the Bee Branch Watershed Flood Mitigation Plan have been modified so that awarding the contract for the Upper Bee 3 Branch Creek Railroad Culverts Project can be done without increasing planned debt and without increasing previously adopted Stormwater Utility rates. ACTION TO BE TAKEN I respectfully recommend the adoption of the enclosed resolution to complete the action required on the Series 2019 Stormwater Management Utility Revenue Capital Loan Notes (State Revolving Loan Fund Program) for the Upper Bee Branch Creek Railroad Culverts. Attachments cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manger Cori Burbach, Assistant City Manger Jenny Larson, Budget Director Gus Psihoyos, City Engineer Deron Muerhing Civil Engineer 4 (It AHLERS COONEY ATTORNEYS July 15, 2019 VIA 2 DAY MAIL Ms. Jenny Larson Director of Finance & Budget City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 Ahlers & Cooney, P.G. Attorneys at Law 100 Court Avenue, Suite 600 Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com Kristin B. Cooper 515.246.0330 kcooper@ahlerslaw.com RE: Dubuque, Iowa - $16,382,000 Stonnwater Management Utility Revenue Capital Loan Notes, Series 2019 (State of Iowa Revolving Fund Loan) Dear Jenny: The above SRF loan closed on April 12, 2019, and loan proceeds are now available to be drawn upon for the purpose of paying eligible project costs. For your file, therefore, I am enclosing the following items for your records: 1. Our firm's Legal Opinion; 2. Loan and Disbursement Agreement; 3. Tax Exemption Certificate; 4. Purchaser's Certificate; 5. Delivery Certificate; 6. Transcript Certificate; 7. Specimen Note; 8. IRS Forrn 8038-G; 9. Affidavit of Mailing and Proof of Delivery. 10. Parity Consent and Waiver If any questions arise, please don't hesitate to call. Very truly yours, Ahlers & Cooney, P.C. ristin Billingsley Cooper FOR THE FIRM KBC:seb 01577033-1\10422-198 WISHARD & BAILY - 1888; GUERNSEY & BAILY - 1893; BAILY & STIPP - 1901; STIPP, PERRY, BANNISTER & STARZINGER - 1914; BANNISTER, CARPENTER, AHLERS & COONEY - 1950; AHLERS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. - 1990 iIHLERS COONEY ATTORNEYS April 12, 2019 Ahlers & Cooney, P.G. Attorneys at Law 100 Court Avenue, Suite 600 Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com We hereby certify that we have examined a certified transcript of the proceedings of the City Council and acts of administrative officers of the City of Dubuque, Iowa (the "Issuer"), relating to the issuance of Stormwater Management Utility Revenue Capital Loan Note No. R-1, Series 2019, by said Issuer, dated as of the date of delivery, in the aggregate principal amount of $16,382,000 (the "Note"). We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion as bond counsel. As to questions of fact material to our opinion, we have relied upon representations of the Issuer contained in the resolution authorizing the Loan and Disbursement Agreement and issuance of the Note (the "Resolution") and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. We have not been engaged to or undertaken to review the accuracy, completeness or sufficiency of any offering material relating to the Note and we express no opinion relating thereto. Based on our examination and in reliance upon the certified proceedings and other certifications described above, we are of the opinion, under existing law, as follows: 1. The Issuer is duly created and validly existing as a body corporate and politic and political subdivision of the State of Iowa with the corporate power to adopt and perform the Resolution and Loan and Disbursement Agreement and issue the Note. 2. The Resolution and Loan and Disbursement Agreement have been duly adopted by the Issuer and constitute valid and binding obligations of the Issuer enforceable upon the Issuer. The Resolution creates a valid lien on the Net Revenues of the municipal stormwater utility system pledged by the Resolution for the security of the Note. The lien of the Note ranks on a parity as to the pledge of Net Revenues with respect to other Outstanding Obligations and Additional Obligations, which may be issued upon conditions set forth in the Resolution. 3. The Note has been duly authorized, issued and delivered by the Issuer and is a valid and binding special obligation of the Issuer, payable solely from the sources provided therefor in the Resolution. Wishard & Baily — 1888, Guernsey & Baily — 1893, Baily & Stipp — 1901, Stipp, Perry, Bannister & Starzinger — 1914, Bannister, Carpenter, Ahlers & Cooney — 1950, Ahlers, Cooney, Dorweiler, Allbee, Haynie & Smith — 1974, Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C. —1990 4. Interest on the Note is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax. The opinion set forth in the preceding sentence is subject to the condition that the. Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Note in order that the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes. The Issuer has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Note to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Note. We express no opinion regarding the accuracy, adequacy, or completeness of the Official Statement or other offering material relating to the Notes. Further, we express no opinion regarding tax consequences arising with respect to the Notes other than as expressly set forth herein. The rights of the owners of the Notes and the enforceability of the Notes are limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally, and by equitable principles, whether considered at law or in equity. This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. 01570296-1\10422-198 Respectfully submitted, Ahlers&Cooney, P.C. A H L E R S C O O N E Y Attorneys at Law 100 Court Avenue, Suite 600 A T T O R N E Y S 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 11, 2019 VIA EMAIL Ms. Jenny Larson Budget Director City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 RE: Dubuque, Iowa- $16,382,000 Stormwater Management Utility Revenue Capital Loan Notes, Series 2019 (State of Iowa Revolving Fund Loan) Dear Jenny: With this letter I am enclosing a resolution approving and authorizing the form of Loan and Disbursement Agreement and authorizing the issuance of the above Note to the Iowa Finance Authority (the "Authority"). The resolution also incorporates by reference the form of the Tax Exemption Certificate and Loan and Disbursement Agreement, copies of which are enclosed. 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 this Note as tax exempt. The Loan and Disbursement Agreement also sets forth a number of covenants and agreements on the part of the City with respect to the repayment of the Loan. I am also enclosing the final closing certificates. The Transcript Certificate can be completed and dated as soon as final action has been taken. The Delivery Certificate and the Tax Exemption Certificate should be executed but left undated (you will need to complete the financial data for the City in the Delivery Certificate on page 2). Similarly, all copies of the Loan and Disbursement Agreement should be signed and sealed but left undated. The dates will be added pursuant to authorization from the City at the time of final closing and delivery of the Note to the Authority. Please return these certificates and all copies of the Agreement to me for holding and review before the closing arrangements are made. An original form of Note R-1 is enclosed as well. The Note should be manually signed by the Mayor and City Clerk on the lines indicated on page 3, the seal of the City should be impressed as indicated and the Budget Director/Treasurer should manually execute as the Registrar where indicated. The date of authentication and date of delivery are not known at this time and should be left blank; both dates will be inserted as of the actual closing date of the Loan. The completed Note also should be returned to us for holding prior to closing. A WISHARD & BAILY - 1888; GUERNSEY & BAILY - 1893� BAILY �t STIPP - 1901� STIPP, PERRY� BANNISTER & STARZINGER - 1914� BANNISTER� CARPENTER� AHLERS 8t COONEY - 1950� AHLERS� COONEY� DORWEILER� ALLBEE� HAYNIE & SMITH - 1974; AHLERS� COONEY� DORWEILER, HAYNIE� SMITH $t ALLBEE� P.C. - 1990 March 11, 2019 Page 2 highlighted copy of the Note is enclosed to illustrate the various spaces where a signature or seal is needed. The Tax Exemption Certificate is an important document and contains important information concerning the calculated yield on the Notes and a number of covenants and obligations on the part of the City. This certificate should be retained as a part of your permanent records. 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 proceeds of the Loan 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 proceeds must not be sold or diverted to any private or nonpublic use unless the significance of that action is reviewed by bond counsel. We understand that the proceeds of the loan will be used for the purpose of paying costs of construction of certain improvements and extensions to the Stormwater Management Utility System of the City. All of the financed facilities are expected to be owned by the City and used Uy the public generally, including industrial uscrs. We understand that there are no contractual arrangements or agreements of any sort between the City and any contributing industry using the municipal system with respect to rates or use of any part of the system and that Stormwater fees and charges are uniformly applied according to the City's ordinance. These understandings are reflected in the Tax Exemption Certificate, so please let me know immediately if our understandings are not correct in any respect. In addition, the Tax Exemption Certificate sets forth the best knowledge and belief which the City has 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 from expending the proceeds fully within three years, that matter should be referred to us. This Note is issued under the cxpcctation that the City will be exempt from the requirement to rebate arbitrage earnings to the United States Government since you intend to spend the proceeds of the Note for construction purposes within two (2) years of issuance and meet the other requirements of the two-year expenditure exemption from the rebate regulations. There are a number of other general promises and commitments by the City to take or refrain from action, which are necessary to maintain the tax exemption of this Note. You should recognize that these promises and commitments are required of the City on an ongoing basis and that the possibility of some additional future action does exist. Also enclosed is IRS Form 8038-G -- Information Return for Tax Exempt Governmental Bond Issues. Please sign, do not date and return to our office for completion. We will send you a completed copy for your file at closing. March 11, 2019 Page 3 Extra copies of the proceedings are enclosed to be completed as the original and certified back to our office. lf any questions arise, please don't hesitate to call. Very truly yours, Ahlers & Cooney, P.C. K��► CO . �� � Kristin Billingsley Cooper FOR THE FIRM KBC:seb Enclosures cc: Jean Nachtman, Finance Director, City of Dubuque Kevin S. Firnstahl, City Clerk, City of Dubuque Anita Gonyier, Confidential Account Clerk, City of Dubuque Deron L. Muehring, Civil Engineer, City of Dubuque Tionna Pooler, Independent Public Advisors, LLC 01570009-1\10422-198 ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA 516,382,000 Stormwater Management Utility Revenue Capital Loan Notes, Series 2019 (State of Iowa Revolving Fund Loan) • Resolution approving and authorizing a form of Loan and Disbursement Agreement by and between the City of Dubuque, Iowa, and the Iowa Finance Authority, and authorizing and providing for the issuance and securing the payment of $16,382,000 Stormwater Management Utility Revenue Capital Loan Notes, Series 2019, of the City of Dubuque, Iowa, under the provisions of the Code of Iowa, and providing for a method of payment of said Notes; Approval of the Tax Exemption Certificate. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. March 18, 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 o'clock 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 Absent: Brett Shaw Vacant: Council Member Resnick introduced the following Resolution entitled "A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AND DISBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND THE IOWA FINANCE AUTHORITY, AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $16,382,000 STORMWATER MANAGEMENT UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2019, OF THE CITY OF DUBUQUE, IOWA, UNDER THE PROVISIONS OF THE CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF SAID NOTES; APPROVAL OF THE TAX EXEMPTION CERTIFICATE", and moved its adoption. Council Member Del Toro seconded the motion to adopt. The roll was called and the vote was: AYES: Jones, Rios, Del Toro, Buol, Resnick, Larson NAYS: Whereupon the Mayor declared the following Resolution duly adopted: RESOLUTION NO. 96-19 A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AND DISBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND THE IOWA FINANCE AUTHORITY, AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $16,382,000 STORMWATER MANAGEMENT UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2019, OF THE CITY OF DUBUQUE, IOWA, UNDER THE PROVISIONS OF THE CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF SAID NOTES; APPROVAL OF THE TAX EXEMPTION CERTIFICATE WHEREAS, the City Council of the City of Dubuque, Iowa, sometimes hereinafter referred to as the "Issuer", has heretofore established charges, rates and rentals for services which are and will continue to be collected as system revenues of the municipal stormwater management utility system, sometimes hereinafter referred to as the "System", and revenues are available for the payment of Stormwater Management Utility Revenue Capital Loan Notes, Series 2019, subject to the following premises; and 2 WHEREAS, Issuer proposes to issue its Stormwater Management Utility Revenue Capital Loan Notes, Series 2019, to the extent of $16,382,000, for the purpose of defraying the costs of the Project as set forth in Section 1 of this Resolution; and, it is deemed necessary and advisable and in the best interests of the City that a form of Loan and Disbursement Agreement by and between the City and the Iowa Finance Authority, be approved and authorized; and WHEREAS, there were previously issued the (i) S998,000 Stormwater Utility Revenue Capital Loan Note, Series 2010B, dated January 13, 2010; (ii) $7,850,000 Stormwater Utility Revenue Capital Loan Note, Series 2010G, dated October 27, 2010; (iii) $1,029,000 Stormwater Utility Revenue Capital Loan Notes, Taxable Series 2014A, dated February 28, 2014; and the $29,541,000 Stormwater Utility Revenue Capital Loan Notes, Series 2015B, dated June 19, 2015, amended as of September 8, 2017 to increase the principal amount to $30,941,000 , part of which remain outstanding and are a lien on the Net Revenues of the System (the "Outstanding Obligations"). In the resolution authorizing the issuance of the Outstanding Obligations it is provided that additional revenue notes or bonds may be issued on a parity with the outstanding notes or bonds, for the costs of future improvements and extensions to the System, provided that there has been procured and placed on file with the City Clerk, a statement complying with the conditions and limitations therein imposed upon the issuance of said parity notes or bonds; and WHEREAS, the Original Purchaser of the current issue of Notes also purchased and holds the Outstanding Obligations issue and has waived any requirement in the resolution authorizing the Outstanding Obligations to obtain a "parity certificate" from an independent auditor, and hereby consents to the current issue on an equal parity to the Outstanding Obligations; and WHEREAS, the notice of intention of Issuer to take action for the issuance of $16,382,000 Stormwater Management Utility Revenue Capital Loan Notes, Series 2019, has heretofore been duly published, no objections or petition related to such proposed action was filed, and the Issuer has held a public meeting and taken additional action for the issuance and is now authorized to proceed. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: Section 1. Definitions. The following teams shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: • "Additional Obligations" shall mean any stormwater management utility revenue bonds or notes or other obligations issued on a parity with the Notes in accordance with the provisions of Section 21 hereof. ♦ "Agreement" shall mean a Loan and Disbursement Agreement dated as of the Closing between the City and the Original Purchaser relating to the Loan made to the City under the Program. 3 ♦ " City Clerk" shall mean the City Clerk or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities. ♦ "Closing" shall mean the date of delivery of the Note to the Original Purchaser and the funding of the Loan. ♦ "Corporate Seal" shall mean the official seal of the Issuer adopted by the Governing Body. ♦ "Fiscal Year" shall mean the twelve months' period beginning on July 1 of each year and ending on the last day of June of the following year, or any other consecutive twelve-month period adopted by the Governing Body or by law as the official accounting period of the System; provided, that the requirements of a fiscal year as expressed in this Resolution shall exclude any payment of principal or interest falling due on the first day of the fiscal year and include any payment of principal or interest falling due on the first day of the succeeding fiscal year. ♦ "Governing Body" shall mean the City Council, or its successor in function with respect to the operation and control of the System. • "Independent Auditor" shall mean an independent firm of certified public accountants or the Auditor of State. • "Issuer" and "City" shall mean the City of Dubuque, Iowa. ♦ "Loan" shall mean the principal amount allocated by the Original Purchaser to the City under the Program, equal in amount to the principal amount of the Notes. ♦ "Net Revenues" shall mean gross earnings of the System after deduction of Current Expenses; "Current Expenses" shall mean and include the reasonable and necessary cost of operating, maintaining, repairing and insuring the System, including purchases at wholesale, if any, salaries, wages, and costs of materials and supplies, but excluding depreciation and principal of and interest on the Notes and any Parity Obligations or payments to the various funds established herein; capital costs, depreciation and interest or principal payments are not System expenses. ♦ "Notes" or "Note" shall mean the $16,382,000 Stormwater Management Utility Revenue Capital Loan Notes, Series 2019, authorized to be issued by this Resolution. ♦ "Original Purchaser" shall mean the Iowa Finance Authority, as the purchaser of the Notes from Issuer at the time of their original issuance. - 4 - ♦ "Outstanding Obligations" shall mean the (i) $998,000 Stormwater Utility Revenue Capital Loan Note, Series 2010B, dated January 13, 2010; (ii) $7,850,000 Stormwater Utility Revenue Capital Loan Note, Series 2010G, dated October 27, 2010; (iii) $1,029,000 Stormwater Utility Revenue Capital Loan Notes, Taxable. Series 2014A, dated February 28, 2014; and the $29,541,000 Stoimwater Utility Revenue Capital Loan Notes, Series 2015B, dated June 19, 2015, amended as of September 8, 2017 to increase the principal amount to $30,941,000, which obligations are still outstanding and unpaid and remain a lien on the Net Revenues of the System. ♦ "Parity Obligations" shall mean notes or bonds payable solely from the Net Revenues of the System on an equal basis with the Notes herein authorized to be issued and shall include Additional Obligations as authorized to be issued under the terms of this Resolution and the Outstanding Obligations. ♦ "Paying Agent" shall mean the Budget/Finance Director, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's Agent to provide for the payment of principal of and interest on the Notes as the same shall become due. ♦ "Permitted Investments" shall mean any investments permitted in Iowa Code chapter 12B or section 12C.9. All interim investments must mature before the date on which the moneys are required for payment of principal and interest on the Notes or project costs. ♦ "Prior Note Resolution(s)" shall mean the resolutions of the City Council authorizing the issuance of the Outstanding Obligations. ♦ "Program" shall mean the Iowa Water Pollution Control Works Financing Program undertaken by the Original Purchaser. ♦ "Project" shall mean the costs of acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Stormwater Management Utility, including land acquisition, engineering and construction of the Upper Bee Branch Creek Railroad Culverts Project, part of Phase 7 of the Bee Branch Watershed Flood Mitigation Project, also known as the'Upper Bee Branch Creek Restoration Project. ♦ "Project Fund" shall mean the Loan Account under the Program for the benefit of the Issuer, into which the proceeds of the Loan and the Note shall be allocated and held until disbursed to pay Project costs. ♦ "Rebate Fund" shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate. - 5 ♦ "Registrar" shall be the Budget/Finance Director, 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 Notes. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Notes. ♦ "System" shall mean the municipal stormwater management utility system of the Issuer and all properties of every nature hereinafter owned by the Issuer comprising part of or used as a part of the System, including all improvements and extensions made by Issuer while any of the Notes or Parity Obligations remain outstanding; all real and personal property; and all appurtenances, contracts, leases, franchises and other intangibles. ♦ "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Notes. ♦ "Treasurer" shall mean the Budget/Finance Director or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Notes issued hereunder. ♦ "Yield Restricted" shall mean required to be invested at a yield that is not materially higher than the yield on the Notes under Section 148(a) of the Internal Revenue Code or regulations issued thereunder. Section 2. Authority. The Agreement and the Notes authorized by this Resolution shall be issued pursuant to Section 384.84A of the Code of Iowa, and in compliance with all applicable provisions of the Constitution and laws of the State of Iowa. The Agreement shall be substantially in the form attached to this Resolution and is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. Section 3. Authorization and Purpose. There are hereby authorized to be issued, one negotiable, fully registered Revenue Note of the City of Dubuque, in the County of Dubuque, Iowa, each to be designated as "Stormwater Management Utility Revenue Capital Loan Note, Series 2019", in the aggregate amount of $16,382,000, for the purpose of paying costs of the Project. The City Council, pursuant to Section 384.84A of the Code of Iowa, hereby finds and determines that it is necessary and advisable to issue said Note authorized by the Agreement and this Resolution. Section 4. Source of Payment. The Notes herein authorized and Parity Obligations and the interest thereon shall be payable solely and only out of the Net Revenues of the System and shall be a first lien on the future Net Revenues of the System. The Notes shall not be general obligations of the Issuer nor shall they be payable in any manner by taxation and the Issuer shall be in no manner liable by reason of the failure of the said Net Revenues to be sufficient for the payment of the Notes. - 6 Section 5. Note Details. Stormwater Management Utility Revenue Capital Loan Notes, Series 2019, of the City in the amount of $16,382,000, shall be issued to evidence the obligations of the Issuer under the Agreement pursuant to the provisions of Section 384.84A of the Code of Iowa for the aforesaid purpose. The Notes shall be designated "STORMWATER MANAGEMENT UTILITY REVENUE CAPITAL LOAN NOTE, SERIES 2019", be dated the date of delivery, and bear interest at the rate of 1.75% per annum from the date of each advancement made under the Agreement, until payment thereof, at the office of the Paying Agent, said interest payable on June 1, 2019, and semi-annually thereafter on the 1st day of June and December in each year until maturity as set forth on the Debt Service Schedule attached to the Agreement as Exhibit A and incorporated herein by this reference. As set forth on said Debt Service Schedule, principal shall be payable on June 1, 2021 and annually thereafter on the 1st day of June in the amounts set forth therein until principal and interest are fully paid, except that the final installment of the entire balance of principal and interest, if not sooner paid, shall become due and payable on June 1, 2040. Notwithstanding the foregoing or any other provision hereof, principal and interest shall be payable as shown on said Debt Service Schedule until completion of the Project, at which time the final Debt Service Schedule shall be determined based upon actual advancements, final costs and completion of the Project, all as provided in the administrative rules governing the Program. Payment of principal and interest on the Notes shall at all times conform to said Debt Service Schedule and the rules of the Program. The Notes shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or imprinted with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check, wire transfer or automated clearing house system transfer to the registered owner of the Note. The Notes shall be in the denomination of $1,000 or multiples thereof and may at the request of the Original Purchaser be initially issued as a single Note in the denomination of $16,382,000 and numbered R-1. Section 6. Initiation Fee and Servicing Fee. In addition to the payment of principal of and interest on the Notes, the Issuer also agrees to pay the Initiation Fee and the Servicing Fee as defined and in accordance with the terms of the Agreement. Section 7. Redemption. The Notes are subject to optional redemption at a price of par plus accrued interest (i) on any date upon receipt of written consent of the Original Purchaser or (ii) in the event that all or substantially all of the Project is damaged or destroyed. Any optional redemption of the Notes may be made from any funds regardless of source, in whole or from time to time in part, in inverse order of maturity, by giving not less than thirty (30) days' notice of redemption by certified or registered mail to the Original Purchaser (or any other registered owner of the Note). The terms of redemption shall be par, plus accrued interest to date of call. The Notes are also subject to mandatory redemption as set forth in Section 5 of the Agreement. Section 8. Registration of Notes; Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation. 7 (a) Registration. The ownership of Notes may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Notes, and in no other way. The Treasurer is hereby appointed as Note Registrar under the terms of this Resolution. Registrar shall maintain the books of the Issuer for the registration of ownership of the Notes for the payment of principal of and interest on the Notes as provided in this Resolution. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code subject to the provisions for registration and transfer contained in the Notes and in this Resolution. (b) Transfer. The ownership of any Note may be transferred only upon the Registration Books kept for the registration and transfer of Notes and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Note (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Note, a new fully registered Note, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Note, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. (c) Registration of Transferred Notes. In all cases of the transfer of the Notes, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Notes, in accordance with the provisions of this Resolution. (d) Ownership. As to any Note, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Notes and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note, including the interest thereon, to the extent of the sum or sums so paid. (e) Cancellation. All Notes which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Notes which are cancelled by the Registrar shall be destroyed and a Certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Notes to the Issuer. (f) Non -Presentment of Notes. In the event any payment check representing payment of principal of or interest on the Notes is returned to the Paying Agent or if any note is -8- not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Notes shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Notes shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Notes who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Notes. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Notes of whatever nature shall be made upon the Issuer. Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Notes. In case any outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Note of like tenor and amount as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note to Registrar, upon surrender of such mutilated Note, or in lieu of and substitution for the Note destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Note has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Note, shall be made to the registered holder thereof or to their designated Agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Notes to the extent of the payments so made. Upon receipt of the final payment of principal, the holder of the Note shall surrender the Note to the Paying Agent. Section 11. Execution, Authentication and Delivery of the Notes. Upon the adoption of this Resolution, the Mayor and City Clerk shall execute the Notes by their manual or authorized signature and deliver the Notes to the Registrar, who shall authenticate the Notes and deliver the same to or upon order of the Original Purchaser. No Note shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Note a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Note executed on behalf of the Issuer shall be conclusive evidence that the Note so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. 9 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 noteholder. - 10 - Section 13. Form of Note. Notes shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the foam as follows: (6) (7) (8) (1) (2) (3) (4) (5) (9) (9a) (10) (Continued on the back of this Bond) (11)(12)(13) (14) FIGURE 1 (Front) (15) (10) (Continued) (16) FIGURE 2 (Back) The text of the Notes to be located thereon at the item numbers shown shall be as follows: Item 1, figure 1 = "STATE OF IOWA" "COUNTY OF DUBUQUE" "CITY OF DUBUQUE" - 12 - CAPITAL LOAN NOTE" "STORMWATER MANAGEMENT UTILITY REVENUE "SERIES 2019" Item 2, figure 1 = Rate: 1.75% Item 3, figure 1 = Final Maturity: Item 4, figure 1 = Note Date: Item 5, figure 1 = CUSIP # - N/A Item 6, figure 1 = "Registered" Item 7, figure 1 = Certificate No. R-1 Item 8, figure 1 = Principal Amount: Item 9, figure 1 = The City of Dubuque, Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to IOWA FINANCE AUTHORITY Item 10, figure 1 = or registered assigns, the principal sum of (principal amount written out) in lawful money of the United States of America, on the maturity dates and in the principal amounts set forth on the Debt Service Schedule attached hereto and incorporated herein by this reference, with interest on said sum from the date of each advancement made under a certain Loan and Disbursement Agreement dated as of the date hereof until paid at the rate of 1.75% per annum, payable on June 1, 2019, and semi-annually thereafter on the 1st day of June and December in each year. As set forth on said Debt Service Schedule, principal shall be payable on June 1, 2021 and annually thereafter on the first day of June in the amounts set forth therein until principal and interest are fully paid, except that the final installment of the entire balance of principal and interest, if not sooner paid, shall become due and payable on June 1, 2040. Notwithstanding the foregoing or any other provision hereof, principal and interest shall be payable as shown on said Debt Service Schedule until completion of the Project, at which time the final Debt Service Schedule shall be determined and attached hereto based upon actual advancements, final costs and completion of the Project, all as provided in the administrative rules governing the Iowa Water Pollution Control Works Financing Program. Payment of principal and interest of this Note shall at all times conform to said Debt'Service Schedule and the rules of the Iowa Water Pollution Control Works Financing Program. Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day of the month next preceding such interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 -day months. This Note is issued pursuant to the provisions of Section 384.84Aof the Code of Iowa, for the purpose of paying costs of acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Stormwater Management Utility, including land acquisition, engineering and construction of the Upper Bee Branch Creek Railroad Culverts - 13 - Project, part of Phase 7 of the Bee Branch Watershed Flood Mitigation Project, also known as the Upper Bee Branch Creek Restoration Project, and evidences amounts payable under a certain Loan and Disbursement Agreement dated as of the date hereof, in conformity to a Resolution of the City Council of the City duly passed and approved. For a complete statement of the revenues and funds from which and the conditions under which this Note is payable, a statement of the conditions under which additional notes or bonds of equal standing may be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above-described Loan and Disbursement Agreement and Resolution. This Note is subject to optional redemption at a price of par plus accrued interest (i) on any date upon receipt of written consent of the Iowa Finance Authority or (ii) in the event that all or substantially all of the Project is damaged or destroyed. Any optional redemption of this Note may be made from any funds regardless of source, in whole or from time to time in part, in inverse order of maturity, by lot by giving thirty (30) days' notice of redemption by certified or registered mail, to the Iowa Finance Authority (or any other registered owner of the Note). This Note is also subject to mandatory redemption as set forth in Section 5 of the Agreement. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the Budget/Finance Director, City of Dubuque, Iowa the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Note at the office of the Registrar, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Resolution. This Note and the series of which it forms a part, other obligations ranking on a parity therewith and any additional obligations which may be hereafter issued and outstanding from time to time on a parity with said Notes, as provided in the Resolution and Loan and Disbursement Agreement of which notice is hereby given and which are hereby made a part hereof, are payable from and secured by a pledge of the Net Revenues of the municipal Stormwater management utility system (the "System"), as defined and provided in said Resolution. There has heretofore been established and the City covenants and agrees that it will maintain just and equitable rates or charges for the use of and service rendered by said System in each year for the payment of the proper and reasonable expenses of operation and maintenance of said System and for the establishment of a sufficient sinking fund to meet the principal of and interest on this series of Notes, and other obligations ranking on a parity therewith, as the same become due. This Note is not payable in any manner by taxation and under no circumstances shall the City be in any manner liable by reason of the failure of said Net Revenues to be sufficient for the payment hereof. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Note, have been existent, had, done and performed as required by law. - 14 - IN TESTIMONY WHEREOF, said City by its City Council has caused this Note to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of said City impressed hereon, and authenticated by the manual or facsimile signature of an authorized representative of the Registrar, the Budget/Finance Director of the City of Dubuque, Iowa, all as of the day of , 2019. Item 11, figure 1 Item 12, figure 1 = Date of authentication: = This is one of the Notes described in the within mentioned Resolution, as registered by the Budget/Finance Director. BUDGET/FINANCE DIRECTOR By: Registrar Item 13, figure 1 = Registrar and Transfer Agent: Budget/Finance Director Paying Agent: Budget/Finance Director SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure 1 = (Seal) Item 15, figure 1 = (Signature Block) CITY OF DUBUQUE, STATE OF IOWA By: manual or facsimile Mayor ATTEST: By: manual or facsimile City Clerk Item 17, figure 2 = [Assignment Block] [Information Required for Registration] ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within Note and does hereby irrevocably constitute and appoint - 15 - attorney in fact to transfer the said Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED) IMPORTANT - READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) or bond(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Corporation Partnership Trust *If the Note is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with 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) - 16 - Section 14. Equality of Lien. The timely payment of principal of and interest on the Notes and Parity Obligations shall be secured equally and ratably by the Net Revenues of the System without priority by reason of number or time of sale or delivery; and the Net Revenues of the System are hereby irrevocably pledged to the timely payment of both principal and interest as the same become due. Section 15. Application of Note Proceeds - Project Fund. Proceeds of the Notes 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 Notes at any time that other funds of the System 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, the Internal Revenue Code and this Resolution. Section 16. User Rates. There, has heretofore been established and published as required by law, just and equitable rates or charges for the use of the service rendered by the System. Said rates or charges shall be paid by the owner of each and every lot, parcel of real estate, or building that is connected with and uses the System, by or through any part of the System or that in any way uses or is served by the System. Any revenue paid and collected for the use of the System and its services by the Issuer or any department, agency or instrumentality of the Issuer shall be used and accounted for in the same manner as any other revenues derived from the operations of the System. Section 17. Application of Revenues. From and after the delivery of any Notes, and as long as any of the Notes or Parity Obligations shall be outstanding and unpaid either as to principal or as to interest, or until all of the Notes and Parity Obligations then outstanding shall have been discharged and satisfied in the manner provided in this Resolution, the entire income and revenues of the System shall be deposited as collected in a fund to be known as the Stormwater Management Utility Revenue Fund (the "Revenue Fund"), and shall be disbursed only as follows: The provisions in the Prior Note Resolution(s) whereby there was created and is to be maintained a Stormwater Management Utility Revenue Note Principal and Interest Sinking Fund, and for the monthly payment into said fund from the future Net Revenues of the System such portion thereof as will be sufficient to meet the principal and interest of the Outstanding Obligations, are hereby ratified and confirmed, and all such provisions inure to and constitute the security for the payment of the principal and interest on Notes hereby authorized to be issued; provided, however, that the amounts to be set aside and paid into the Stoimwater Management Utility Revenue Note Principal and Interest Sinking Fund in equal monthly installments from the earnings shall be sufficient to pay the principal and interest due each year, not only on the Outstanding Obligations, but also the principal and interest of the Notes herein authorized to be issued. Section(s) 17, 19 and 21 of the Prior Note Resolution(s) is/are hereby ratified, confirmed, adopted and incorporated herein as a part of this Resolution. Except as may be - 17 - otherwise provided in the above Prior Note Resolution(s), proceeds of the Notes or other funds may be invested in Permitted Investments. Nothing in this Resolution shall be construed to impair the rights vested in the Outstanding Obligations. The amounts herein required to be paid into the various funds named in this Section shall be inclusive of payments required in respect to the Outstanding Obligations. The provisions of the legislation authorizing the Outstanding Obligations and the provisions of this Resolution are to be construed wherever possible so that the same will not be in conflict. In the event such construction is not possible, the provisions of the resolution first adopted shall prevail until such time as the notes or bonds authorized by said resolution have been paid in full or otherwise satisfied as therein provided at which time the provisions of this Resolution shall again prevail. At such time as the Outstanding Obligations are paid and so long as the Notes or Parity Obligations remain outstanding and unpaid the same are discharged and satisfied in the manner provided in this Resolution, the entire income and revenues of the system shall be deposited and collected in a fund to be known as the Revenue Fund, and shall be disbursed only as follows: • Operation and Maintenance Fund. Money in the Revenue Fund shall first be disbursed to make deposits into a separate and special fund to pay current expenses. The fund shall be known as the Stormwater Management Utility Operation and Maintenance Fund (the "Operation and Maintenance Fund"). There shall be deposited in the Operation and Maintenance Fund each month an amount sufficient to meet the current expenses of the month plus an amount equal to 1/12th of expenses payable on an annual basis such as insurance. After the first day of the month, further deposits may be made to this account from the Revenue Fund to the extent necessary to pay current expenses accrued and payable to the extent that funds are not available in the Surplus Fund. • Sinking Fund. Money in the Revenue Fund shall next be disbursed to make deposits into a separate and special fund to pay principal of and interest on the Notes and Parity Obligations. The fund shall be known as the Stormwater Management Utility Revenue Note Principal and Interest Sinking Fund (the "Sinking Fund"). The required amount to be deposited in the Sinking Fund in any month shall be an amount equal to 1/6th of the installment of interest coming due on the next interest payment date on the then outstanding Notes and Parity Obligations, plus 1/1 2th of the installment of principal coming due on such Notes on the next succeeding principal payment date until the full amount of such installment is on hand. If for any reason the amount on hand in the Sinking Fund exceeds the required amount, the excess shall forthwith be withdrawn and paid into the Revenue Fund. Money in the Sinking Fund shall be used solely for the purpose of paying principal of and interest on the Notes and Parity Obligations as the same shall become due and payable. • Subordinate Obligations. Money in the Revenue Fund may next be used to pay principal of and interest on (including reasonable reserves therefor) any other obligations which by their terms shall be payable from the revenues of the System, but subordinate to the Notes and Parity Obligations, and which have been issued for the purposes of - 1 8 - extensions and improvements to the System or to retire the Notes or Parity Obligations in advance of maturity, or to pay for extraordinary repairs or replacements to the System. e Surplus Revenue. All money thereafter remaining in the Revenue Fund at the close of each month may be deposited in any of the funds created by this Resolution, to pay for extraordinary repairs or replacements to the System, or may be used to pay or redeem the Notes or Parity Obligations, any of them, or for any lawful purpose. Money in the Revenue Fund shall be allotted and paid into the various funds and accounts hereinbefore referred to in the order in which said funds are listed, on a cumulative basis on the 10th day of each month, or on the next succeeding business day when the 10th shall not be a business day; and if in any month the money in the Revenue Fund shall be insufficient to deposit or transfer the required amount in any of said funds or accounts, the deficiency shall be made up in the following month or months after payments into all funds and accounts enjoying a prior claim to the revenues shall have been met in full. Section 18. Investments. Moneys on hand in the Project Fund and all of the funds provided by this Resolution may be invested only in Permitted Investments or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation, or its equivalent successor, and the deposits of 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 Iowa Code chapter 12C, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All investments shall mature before the date on which the moneys are required for the purposes for which the fund was created or otherwise as herein provided. The provisions of this Section shall not be construed to require the Issuer to maintain separate accounts for the funds created by this Resolution. The Sinking Fund shall be segregated in a separate account but may be invested in the same manner as other funds of the Issuer but designated as a trust fund on the books and records of the Issuer. The Sinking Fund shall not be available for any other purposes other than those specified in this Resolution. All income derived from such investments shall be deposited in the Revenue Fund and shall be regarded as revenues of the System. Investments shall at any time necessary be liquidated and the proceeds thereof applied to the purpose for which the respective fund was created. Section 19. Covenants Regarding the Operation of the System. The Issuer hereby covenants and agrees with each and every holder of the Notes and Parity Obligations: (a) Maintenance and Efficiency. The Issuer will maintain the System in good condition and operate it in an efficient manner and at reasonable cost. (b) Sufficiency of Rates. On or before the beginning of each Fiscal Year the Governing Body will adopt or continue in effect rates for all services rendered by the - 19 - System determined to be sufficient to produce Net Revenues for the next succeeding Fiscal Year which are (i) adequate to pay the principal and interest requirements thereof and to create or maintain the reserves as provided in this Resolution, and (ii) not less than 110 percent of the principal and interest requirements of the next succeeding Fiscal Year. No free use of the System by the Issuer or any department, agency or instrumentality of the Issuer shall be permitted except upon the determination of the Governing Body that the rates and changes otherwise in effect are sufficient to provide Net Revenues at least equal to the requirements of this subsection. (c) Insurance. The Issuer shall maintain insurance for the benefit of the Noteholders on the insurable portions of the System of a kind and in an amount which normally would be carried by private companies engaged in a similar kind of business. The proceeds of any insurance, except public liability insurance, shall be used to repair or replace the part or parts of the System damaged or destroyed, or if not so used shall be placed in an improvement fund for the benefit of the System. (d) Accounting and Audits. The Issuer will cause to be kept proper books and accounts adapted to the System and in accordance with generally accepted accounting practices and will diligently act to cause the books and accounts to be audited and reported upon by an Independent Auditor and will provide copies of the audit report to the Department, all as provided in the Agreement. The Original Purchaser and holders of any of the Notes and Parity Obligations shall have at all reasonable times the right to inspect the System and the records, accounts and data of the Issuer relating thereto. (e) State Laws. The Issuer will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Iowa, including the making and collecting of reasonable and sufficient rates for services rendered by the System as above provided, and will segregate the revenues of the System and apply said revenues to the funds specified in this Resolution. (f) Property. The Issuer will not sell, lease, mortgage or in any manner dispose of the System, or any capital part thereof, including any and all extensions and additions that may be made thereto, until satisfaction and discharge of all of the Notes and Parity Obligations shall have been provided for in the manner provided in this Resolution; provided, however, this covenant shall not be construed to prevent the disposal by the Issuer of property which in the judgment of its Governing Body has become inexpedient or unprofitable to use in connection with the System, or if it is to the advantage of the System that other property of equal or higher value be substituted therefor, and provided further that the proceeds of the disposition of such property shall be placed in a revolving fund to be used in preference to other sources for capital improvements to the System. Any such proceeds of the disposition of property acquired with the proceeds of the Notes or Parity Obligations shall not be used to pay principal or interest on the Notes and Parity Obligations or for payments into the Sinking or Reserve Funds. -20- (g) Fidelity Bond. That the Issuer shall maintain fidelity bond coverage in amounts which normally would be carried by private companies engaged in a similar kind of business on each officer or employee having custody of funds of the System. (h) Additional Charges. The Issuer will require proper connecting charges and/or other security for the payment of service charges. (i) Budget. The Governing Body of the Issuer shall approve and conduct operations pursuant to a system budget of revenues and current expenses for each Fiscal Year. Such budget shall take into account revenues and current expenses during the current and last preceding Fiscal Years. Copies of such budget and any amendments thereto shall be mailed to the Original Purchaser and to the Noteholders upon request. (j) Loan and Disbursement Agreement. The Issuer will comply with the terms and conditions of the Loan and Disbursement Agreement and perform as provided thereunder. Section 20. Remedies of Noteholders. Except as herein expressly limited the holder or holders of the Notes and Parity Obligations shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Notes and interest thereon, and of the pledge of the Net Revenues made hereunder, and of all covenants of the Issuer hereunder. Section 21. Prior Lien and Parity Obligations. The Issuer will issue no other notes, bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the property or Net Revenues of the System having priority over the Notes or Parity Obligations. Additional Obligations may be issued on a parity and equality of rank with the Notes with respect to the lien and claim of such Additional Obligations to the Net Revenues of the System and the money on deposit in the funds adopted by this Resolution, for the following purposes and under the following conditions, but not otherwise: (a) For the purpose of refunding any of the Notes or Parity Obligations which shall have matured or which shall mature not later than three months after the date of delivery of such refunding obligation and for the payment of which there shall be insufficient money in the Sinking Fund; (b) For the purpose of making extensions, additions, improvements or replacements to the System, or refunding any outstanding Notes, Parity Obligations or other obligations issued for such extensions, additions and improvements, if all of the following conditions shall have been met: (i) before any such Additional Obligations ranking on a parity are issued, there will have been procured and filed with the Clerk, a statement of an Independent Auditor or Independent Municipal Advisor, not a regular employee -21 - of the Issuer, reciting the opinion based upon necessary investigations that the Net Revenues of the System for the preceding Fiscal Year (with adjustments as hereinafter provided) were equal to at least 1.10 times the maximum amount that will be required in any Fiscal Year prior to the longest maturity of any of the then outstanding Notes or Parity Obligations for both principal of and interest on all Notes or Parity Obligations then outstanding which are payable from the Net Revenues of the System and the Additional Obligations then proposed to be issued. For the purpose of determining the Net Revenues of the System for the preceding Fiscal Year as aforesaid, the amount of the gross revenues for such year may be adjusted by an independent consulting engineer, the Independent Auditor, or by an Independent Municipal Advisor so as to reflect any changes in the amount of such revenues which would have resulted had any revision of the schedule of rates or charges imposed at or prior to the time of the issuance of any such Additional Obligations been in effect during all of such preceding Fiscal Year. (ii) the Additional Obligations must be payable as to principal and as to interest on the same month and day as the Notes herein authorized. (iii) for the purposes of this Section, principal and interest falling due on the first day of a Fiscal Year shall be deemed a requirement of the immediately preceding Fiscal Year. (iv) for the purposes of this Section, general obligation bonds or notes shall be refunded only upon a finding of necessity by the Governing Body and only to the extent the general obligation bonds or notes were issued or the proceeds thereof were expended for the System. (v) for purposes of this Section, "preceding Fiscal Year" shall be the most recently completed Fiscal Year for which audited financial statements prepared by a certified public accountant are issued and available, but in no event a Fiscal Year which ended more than eighteen months prior to the date of issuance of the Additional Obligations. Section 22. Disposition of Proceeds; Arbitrage Not Permitted. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Notes issued hereunder which will cause any of the Notes to be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Internal Revenue Code of the United States, and that throughout the term of said Notes it will comply with the requirements of said statute 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 Notes will be used in a manner that would cause the Notes to be arbitrage bonds. Without limiting the generality of the foregoing, the Issuer hereby agrees to comply with - 22 - 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 Treasurer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption Certificate at issuance of the Notes to certify as to the reasonable expectations and covenants of the Issuer at that date. The Issuer covenants that it will treat as Yield Restricted any proceeds of the Notes remaining unexpended after three years from the issuance and any other funds required by the Tax Exemption Certificate to be so treated. If any investments are held with respect to the Notes and Parity Obligations, the Issuer shall treat the same for the purpose of restricted yield as held in proportion to the original principal amounts of each issue. The Issuer covenants that it will exceed any investment yield restriction provided in this Resolution only in the event that it shall first obtain an opinion of recognized bond counsel that the proposed investment action will not cause the Notes to be classified as arbitrage bonds under Section 148(a) and (b) the Internal Revenue Code or regulations issued thereunder. The Issuer covenants that it will proceed with due diligence to spend the proceeds of the Notes for the purpose set forth in this Resolution. The Issuer further covenants that it will make no change in the use of the proceeds available for the construction of facilities or change in the use of any portion of the facilities constructed therefrom by persons other than the Issuer or the general public unless it has obtained an opinion of bond counsel or a revenue ruling that the proposed project or use will not be of such character as to cause interest on any of the Notes not to be exempt from federal income taxes in the hands of holders other than substantial users of the project, under the provisions of Section 142(a) of the Internal Revenue Code of the United States, related statutes and regulations. Section 23. Additional Covenants, Representations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Notes 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 Notes; (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 Notes; (e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance. Section 24. Amendment of Resolution to Maintain Tax Exemption. This Resolution may be amended without the consent of any owner of the Notes if, in the opinion of bond counsel, such amendment is necessary to maintain tax exemption with respect to the Notes under applicable Federal law or regulations. - 23 - Section 25. 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 Notes. 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 Budget Director/Treasurer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate at issuance of the Note to certify as to the reasonable expectations and covenants of the Issuer at that date. Section 26. Discharge and Satisfaction of Notes. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Notes and Parity Obligations, or any of them, in any one or more of the following ways: (a) By paying the Notes or Parity Obligations when the same shall become due and payable; and (b) By depositing in trust with the Treasurer, or with a corporate trustee designated by the Governing Body, for the payment of said obligations and irrevocably appropriated exclusively to that purpose an amount in cash or direct obligations of the United States the maturities and income of which shall be sufficient to retire at maturity, or by redemption prior to maturity on a designated date upon which said obligations may be redeemed, all of such obligations outstanding at the time, together with the interest thereon to maturity or to the designated redemption date, premiums thereon, if any that may be payable on the redemption of the same; provided that proper notice of redemption of all such obligations to be redeemed shall have been previously published or provisions shall have been made for such publication. Upon such payment or deposit of money or securities, or both, in the amount and manner provided by this Section, all liability of the Issuer with respect to the Notes shall cease, determine and be completely discharged, and the holders thereof shall be entitled only to payment out of the money or securities so deposited. Section 27. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer and the holder or holders of the Notes and Parity Obligations, and after the issuance of any of the Notes no change, variation or alteration of any kind in the provisions of this Resolution shall be made in any manner, except as provided in the next succeeding Section, until such time as all of the Notes and Parity Obligations, and interest due thereon, shall have been satisfied and discharged as provided in this Resolution. Section 28. Amendment of Resolution Without Consent. The Issuer may, without the consent of or notice to any of the holders of the Bonds and Parity Obligations, amend or supplement this Resolution for any one or more of the following purposes: (a) to cure any ambiguity, defect, omission or inconsistent provision in this Resolution or in the Notes or Parity Obligations; or to comply with any applicable - 24 - provision of law or regulation of federal or state agencies; provided, however, that such action shall not materially adversely affect the interests of the holders of the Notes or Parity Obligations; (b) to change the terms or provisions of this Resolution to the extent necessary to prevent the interest on the Notes or Parity Obligations from being includable within the gross income of the holders thereof for federal income tax purposes; (c) to grant to or confer upon the holders of the Notes or Parity Obligations any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the holders of the Notes; (d) to add to the covenants and agreements of the Issuer contained in this Resolution other covenants and agreements of, or conditions or restrictions upon, the Issuer or to surrender or eliminate any right or power reserved to or conferred upon the Issuer in this Resolution; or (e) to subject to the lien and pledge of this Resolution additional pledged revenues as may be permitted by law. Section 29. Amendment of Resolution Requiring Consent. This Resolution may be amended from time to time if such amendment shall have been consented to by holders of not less than two-thirds in principal amount of the Notes and Parity Obligations at any time outstanding (not including in any case any Notes which may then be held or owned by or for the account of the Issuer, but including such Refunding Obligations as may have been issued for the purpose of refunding any of such Notes if such Refunding Obligations shall not then be owned by the Issuer); but this Resolution may not be so amended in such manner as to: (a) Make any change in the maturity or interest rate of the Notes, or modify the terms of payment of principal of or interest on the Notes or any of them or impose any conditions with respect to such payment; (b) Materially affect the rights of the holders of less than all of the Notes and Parity Obligations then outstanding; and (c) Reduce the percentage of the principal amount of Notes, the consent of the holders of which is required to effect a further amendment. Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it shall cause notice of the proposed amendment to be filed with the Original Purchaser and to be mailed by certified mail to each registered owner of any Note as shown by the records of the Registrar. Such notice shall set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory Resolution is on file in the office of the City Clerk. Whenever at any time within one year from the date of the mailing of said notice there shall be filed with the City Clerk an instrument or instruments executed by the holders of at least - 25 - two-thirds in aggregate principal amount of the Notes then outstanding as in this Section defined, which instrument or instruments shall refer to the proposed amendatory Resolution described in said notice and shall specifically consent to and approve the adoption thereof, thereupon, but not otherwise, the Governing Body of the Issuer may adopt such amendatory Resolution and such Resolution shall become effective and binding upon the holders of all of the Notes and Parity Obligations. Any consent given by the holder of a Note pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the instrument evidencing such consent and shall be conclusive and binding upon all future holders of the same Note during such period. Such consent may be revoked at any time after six months from the date of such instrument by the holder who gave such consent or by a successor in title by filing notice of such revocation with the City Clerk. The fact and date of the execution of any instrument under the provisions of this Section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction that the person signing such instrument acknowledged before him the execution thereof, or may be proved by an affidavit of a witness to such execution sworn to before such officer. The amount and numbers of the Notes held by any person executing such instrument and the date of his holding the same may be proved by an affidavit by such person or by a certificate executed by an officer of a bank or trust company showing that on the date therein mentioned such person had on deposit with such bank or trust company the Notes described in such certificate. Notwithstanding anything in this Section to the contrary, the holder or holders of 100% of the Notes and Parity Obligations may consent to any amendment of this Resolution, or waive any notices required hereunder, on such terms and under such conditions as said holders shall determine to be appropriate. Section 30. Severability. If any section, paragraph, or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions. Section 31. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All other Ordinances, Resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed; and this Resolution shall be in effect from and after its adoption. Section 32. Rule of Construction. This Resolution and the terms and conditions of the Notes authorized hereby shall be construed whenever possible so as not to conflict with the terms and conditions of the Loan and Disbursement Agreement. In the event such construction is not possible, or in the event of any conflict or inconsistency between the terms hereof and those of the Loan and Disbursement Agreement, the terms of the Loan and Disbursement Agreement - 26 - shall prevail and be given effect to the extent necessary to resolve any such conflict or inconsistency. PASSED AND APPROVED this 18th day of March, 2019. Mayor ATTEST: 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. day of WITH SS my hand and the seal of the Council hereto a ed this '7' , 2019. (SEAL) 01570044-1\10422-198 Aitt City C -r , City of Dubuque, State of Iowa **{<{.*rF*****{< CERTIFIED TRANSCRIPT OF THE PROCEEDINGS OF THE CITY OF DUBUQUE, STATE OF IOWA, FOR THE ISSUANCE OF $16,382,000 STORMWATER MANAGEMENT UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2019 (STATE OF IOWA REVOLVING FUND LOAN), DATED: APRIL 12,2019, Bearing interest at 1.75o/o per annum, payable on June 1, 2019 and semiannually on the 1st day of June and December in each year thereafter. Last maturity date: June 1, 2040, All notes may be called for redemption prior to maturity on any date following receipt of written consent by the Iowa Finanee Authority. rFr|<{c*rkrF{(*** PROCEEDINGS AND OPINION BY AHLERS & COONEY, P.C. DES MOINES,IOWA ***xxni:r;F;FrF 0 1 s770s0-1\10422-198 CERTIFIED TRANSCRIPT OF THE PROCEEDINGS OF THE CITY OF DUBUQUE, STATE OF IOWA, FOR THE ISSUANCE OF $16,382,000 STORMWATER REVENUE CAPITAL LOAN NOTES, SERIES 2019, DATED: APRIL 12,2019. Purchaser:Iowa Finance Authority (Tracy Scebold) Bond Counsel Ahlers & Cooney, P.C, (Kristin Billingsley Cooper, Esq.) (Susan Ball) Registrar:Budget/Finance Director (Jenny Larson) Municipal Advisor:Independent Public Advisors, LLC (Tionna Pooler) Legal Opinion dated Aptil12,2019' Resolution Authorizing Issuance adopted March 18,2019. Loan and Disbursement Agreement. Tax Exemption certificate, including Purchaser's certificate (Exhibit A). Delivery Certificate. Transcript Certifi cate. Specimen Note. Parity Certificate. IRS Form 8038-G, with attached Affidavit of Mailing' 1 2. 4. 5. 6. 7. 8. 9. 01615667-1\10422-198 AnLERs trutrNEY Ahlers & Cooney, P.G. Attorneys at Law 100 Gourt Avenue, Suite 600 Des Moines, lowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com I\TTtrRNEY5 April12,2019 We hereby certify that we have examined a certified transcript of the proceedings of the City Council and acts of administrative officers of the City of Dubuque, Iowa (the "Issuer"), relating to the issuance of Stormwater Management Utility Revenue Capital Loan Note No. R-1, Series 2019, by said Issuer, dated as of the date of delivery, in the aggregate principal amount of $ 1 6,382,000 (the "Note"). We have examined the law and such cerlified proceedings and other papers as we deem necessary to render this opinion as bond counsel. As to questions of fact material to our opinion, we have relied upon representations of the Issuer contained in the resolution authorizing the Loan and Disbursement Agreement and issuance of the Note (the "Resolution") and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. We have not been engaged to or undertaken to review the accuracy, completeness or sufficiency of any offering material relating to the Note and we express no opinion relating thereto. Based on our examination and in reliance upon the certified proceedings and other certifications described above, we are of the opinion, under existing law, as follows: 1. The Issuer is duly created and validly existing as a body corporate and politic and political subdivision of the State of Iowa with the corporate power to adopt and perform the Resolution and Loan and Disbursement Agreement and issue the Note. 2. The Resolution and Loan and Disbursement Agreement have been duly adopted by the Issuer and constitute valid and binding obligations of the Issuer enforceable upon the Issuer The Resolution creates a valid lien on the Net Revenues of the municipal stormwater utility system pledged by the Resolution for the security of the Note. The lien of the Note ranks on a parity as to the pledge of Net Revenues with respect to other Outstanding Obligations and Additional Obligations, which may be issued upon conditions set forth in the Resolution. 3. The Note has been duly authorized, issued and delivered by the Issuer and is a valid and binding special obligation of the Issuer, payable solely from the sources provided therefor in the Resolution. Wishard&Baily-1888,Guernsey&Baily-1893,Baily&Stipp-1901,Stipp,Perry,Bannister&Starzinger-1914,Bannister,Carpenter, Ahlers & Cooney - 1950, Ahlers, Cooney, Domeiler, Allbee, Haynie & Smith - 1974, Ahlers, Cooney, Domeiler, Haynie, Smith & Allbee, P.C. - 1990 4. Interest on the Note is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax. The opinion set forth in the preceding sentence is subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Note in order that the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes. The Issuer has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Note to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Note. We express no opinion regarding the accuracy, adequacy, or completeness of the Official Statement or other offering material relating to the Notes. Fufther, we express no opinion regarding tax consequences arising with respect to the Notes other than as expressly set forth herein. The rights of the owners of the Notes and the enforceability of the Notes are limited by bankruptcy, insolvency, reorganization,moratorium, and other similar laws affecting creditors' rights generally, and by equitable principles, whether considered atlaw or in equity. This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Respectfully submitted, 01s70296-1\10422-198 Axr"rqry IP,L' I ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA $16,382,000 Stormwater Management utility Revenue capital Loan Notes, Series 2019 (State of Iowa Revolving Fund Loan) a Resolution approving and author izing aform of Loan and Disbursement Agreement by and between the City"of Dubuque, Iowa, and the Iowa Finance Authority' and authorizing and providing for ih" irt.r*te and securing the payment of$16,382'000 Stormwater Management utility Revenue capital Loan Notes, Series 2019, of the city of Dubuque, Iowa, ,rnd., the provisions of the Code of Iowa, and providing for a method of puy-.''tofsaidNotes;ApprovaloftheTaxExemptionCertificate. I March 18,2019 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 o'clock P.M., on the above date. There were present Mayor Roy D. Buol, in the chair, and the following named Council Mernbers: Luis Del Toro. Ric Jones. Kate Larson. David Resnick. Jake Rios Absent: Brett Shaw Vacant: :fx{€*d<** 1 Council Member Resnick introduced the following Resolution entitled "A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AND DISBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND THE IOWA FINANCE AUTHORITY, AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $16,382,000 STORMWATER MANAGEMENT UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2019, OF THE CITY OF DUBUQUE, IOWA, UNDER THE PROVISIONS OF THE CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF SAID NOTES; APPROVAL OF THE TAX EXEMPTION CERTIFICATE", and moved its adoption. Council Member Del Toro seconded the motion to adopt. The roll was called and the vote was: AYES: Jones. Rios" Del Toro.Buol. Resnick. Larson NAYS Whereupon the Mayor declared the following Resolution duly adopted: RESOLUTION NO. 96.19 A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AND DISBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND THE IOWA FINANCE AUTHORITY, AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $16,382,000 STORMWATER MANAGEMENT UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2019, OF THE CITY OF DUBUQUE, IOWA, UNDER THE PROVISIONS OF THE CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF SAID NOTES; APPROVAL OF THE TAX EXEMPTION CERTIFICATE WHEREAS, the City Council of the City of Dubuque, Iowa, sometimes hereinafter referred to as the "Issuer", has heretofore established charges, rates and rentals for services which are and will continue to be collected as system revenues of the municipal stormwater management utility system, sometimes hereinafter referred to as the "System", and revenues are available for the payment of Stormwater Management Utility Revenue Capital Loan Notes, Series 2019, subject to the following premises; and -2- WHEREAS, Issuer proposes to issue its Stormwater Management Utility Revenue Capital Loan Notes, Series ZOig,to the extent of $ 16,3 82,000, for the purpose of defraying the costs of the project as set forth in Section i of this Resolution; and, it is deemed necessary and advisable and in the best interests of the city that a form of Loan and Disbursement Agreement by and between the City and the Iowa Finance Authority, be approved and authorized; and WHEREAS, there were previousiy issued the (i) $998,000 Stormwater Utility Revenue capital Loan Note, Series 20108, dated January 73,2010; (ii) $7,850,000 Stormwater Utility Re^venue Capital Loan Note, Series 2010G, dated october 27,2010; (iiD $1,029,000 Stormwater utility Revenue capital Loan Notes, Taxable Series 2014A, dated February 28,2014; and the $29,541,000 Stormwater utility Revenue capital Loan Notes, Series 20158, dated June 19, 201'5,amended as of September 8, 2017 to increase the principal amount to $30,941,000 , parlof which remain outstanding and are a lien on the Net Revenues of the System (the i'butstanding obligations"). In the resolution authorizing the issuance of the Outstanding obligations it is piovided ihat additional revenue notes or bonds may be issued on a parity with the oirtstanding notes or bonds, for the costs of future ipprovements and extensions to the System, proviJed that there has been procured and placed on fiie with the city clerk, a statement "o*ptvirrg with the conditions and limitations therein imposed upon the issuance of said parity notes or bonds; and WHEREAS, the Original Purchaser of the current issue of Notes also purchased and holds the outstanding Oblig-ations issue and has waived any requiremenl in the resolution authorizing the outsinainfoutigations to obtain a "parity certificate" from an independent auditor, and hereby "orrr"rri. to the current issue on an equal parity to the Outstanding Obligations; and WHEREAS, the notice of intention of Issuer to take action for the issuance of $16,382,000 Stormwater Management utility Revenue capital Loan Notes, Series 2019, has heretofore been duly published, no objections or petition related to such proposed action was filed, and the Issuer has held a public meeting and taken additional action for the issuance and is now autho rized to Proceed. Now, THE,RE,FORE, BE IT RESOLVED BY THE CITY COI.INCIL oF THE' CITY OF DUBUQUE, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless th" t""t .*pressly or by necessary implication requires otherwise: | "Additional Obligations" shall mean any stormwater management utility revenue bonds or notes or other obligations issued on a parity with the Notes in accordancewiththeprovisionsofSection2lhereof. t ,,Agreement" shall mean aLoanand Disbursement Agreement dated as of the Closing betweln the City and the Original Purchaser relating to the Loan made to the City under the Program' -3 - t " City Clerk" shall mean the City Clerk or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities. | "Closing" shall rnean the date of delivery of the Note to the Original Purchaser and the funding of the Loan. I "Corporate Seal" shall mean the official seal of the Issuer adopted by the Governing Body. i "Fiscal Year" shall mean the tweive months'period begin-ning on July 1 of each year and ending on the last day of June of the following year, or any other consecutive twelve-month period adopted by the Governing Body or by law as the official accounting period of tn" System; provided, that the requirements of a fiscal year as expressed in this Resolution shall exclude any payment of principal or interest falling due on the first day of the fiscal year and include any payment of principal or interest falling due on the first day of the succeeding fiscal year' I "Goveming Body" shall mean the City Council, or its successor in function with respect to the operation and control of the System. t "Independent Auditor" shall mean an independent firrn of certified public accountants or the Auditor of State. I "Issuer" and "city" shail mean the city of Dubuque, Iowa. i "Loan" shall mean the principal amount allocated by the Original purchaser to the City under the Program, equal in amount to the principal amount of the Notes. I "Net Revenues" shall mean gross earnings of the System after deduction of Current Expenses; "Current Expenses" shall mean and include the reasonable and necessary cosi of operating, maintaining, repairing and insuring the System, including purchuses at wholesale, if any, salaries, wages, and costs of materials and supplies, but Lxcluding depreciation and principal of and interest on the Notes and any Parity Obligation. o, pay-"nts to the various funds established herein; capital costs, depr-ciation and interest or principal payments are not System expenses' I ,,Notes" or "Note" shall mean the $16,382,000 Stormwater Management Utility Revenue Capital Loan Notes, Series 2079, authorized to be issued by this Resolution. I "Original Purchaser" shall mean the Iowa Finance Authority, as the purchaser of the Notes from Issuer atthe time of their original issuance. -4- I ..Outstanding Obligations" shall mean the (i) $998,000 Stormwater Utility Revenue Capital Loan Note, Series 20108, dated January 13,2070; (ii) $7,850,000 Stormwater-Utility Revenue Capital Loan Note, Series 2010G, dated October 27,2010; (iii) $i,029,000 Siormwater Utility Revenue Capital Loan Notes, Taxable Series 20144, i"i"AFebruary 28,2014..,and the $29,541,000 Stormwater Utility Revenue Capital Loan Notes, Series z1I1B,dated June 19, 2}ls,amended as of September 8, 2017 to increase the principal amountto $30,941,000, which obligations are still outstanding and unpaid and remain a lien on the Net Revenues of the System' t "parity Obligations" shall mean notes or bonds payable solely from the Net Revenues of the System on an equal basis with the Notes herein authorized to be issued and shall include Additional Obligations as authorrzedto be issued under the terms of this Resolution and the Outstanding Obligations' l "paying Agent" shall mean the Budget/Finance Director, or such successor as may be approved by tssuer as provided herein and who shali carry out the duties p."r"iib.d hetein as Issuer's Agent to provide for the payment of principal of and interest on the Notes as the same shall become due' | "permitted Investments" shall mean any investments permitted in Iowa Code chapter l2B or section IZC.9. All interim investments must mature before the date on which the moneys are required for payment of principal and interest on the Notes or project costs. I "prior Note Resolution(s)" shall mean the resolutions of the City Council authorizing the issuance of the Outstanding Obligations' t "program" shall mean the Iowa Water Pollution Control Works Financing Program undertaken by the Original Purchaser' I "project" shall mean the costs of acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Stormwater Managerient Utility, inclu-ding land acquisition, engineering and construction of the Upper"Bee Branch Creek Railioad Culverts Project, part of Phase 7 of the Bee Branch Watershed Flood Mitigation Project, also known as the'Upper Bee Branch Creek Restoration Project' I "project Fund" shall mean the Loan Account under the Program for the benefit of the Issuei, into which the proceeds of the Loan and the Note shali be allocated and held until disbursed to pay Project costs' I "Rebate Fund" shall mean the fund so defined in and established pursuant to the Tax ExemPtion Certificate. -5 I "Registrar" shall be the Budget/Finance Director, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribJherein with respect to maintaining a register of the owners of the Notes. Unless otherwise specifiei, the Registrar shall also act as Transfer Agent for the Notes. i ,,System" shall mean the municipal stormwater management utility system of the Issuer and atl properlies of every nature hereinafter owned by the Issuer comprising part of oi used as apartof the System, including all improvements and extensions made by Issuer while any of the Notes or Parity Obligations remain outstandin g; allrealand personal property; and all appurtenances, contracts' leases, franchises and other intangibles' | ,,Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Notes. I ,,Treasurer" shall mean the Budget/Finance Director or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Notes issued hereunder' r "yield Restricted" shall mean required to be invested at a yield that is not materially higher than the yield on the Notes under Section 1a8(a) of the Internal Revdnue Code or regulations issued thereunder' Section 2. Authority. The Agreement and the Notes authorized by this Resolution shall be issued pursuant to s""tion 384.84A of the code of lowa, and in compliance with all applicable provisions of the Constitution and laws of the State of Iowa. The Agreement shall be substantially in the form attached to this Resolution and is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk' Section 3. Authorization and purpose. There are hereby authorized to be issued, one negotiable, futly ,.girt.*d R"*n* Note of the city of Dubuque, in the county of Dubuque' Ioia, each to uL ae-signated as "Stormwater Management Utility Revenue Capital Loan Note, Series 2019" ,in the iggregate amount of $ 1 6,3 82,000, for the purpose of paying costs of the project. The city council, pursuant to Section 384.84{of the code of Iowa, hereby finds and determines that it i, r"."rrur.y and advisable to issue said Note authorized by the Agreement and this Resolution. Section 4. source of payment. The Notes herein authorized and Parity Obligations and the interest thereon ,h"ll b. p")rbt.""lely and only out of the Net Revenues of the system and shall be a first lien on the fuiure Net Revenues of the System. The Notes shall not be general obligations of the Issuer nor shall they be payable in any manner by taxation and the Issuer shall be in no marner liable by reason of the failure of the said Net Revenues to be suffrcient for the payment of the Notes -6- Section 5. Note Details. Stormwater Management Utility Revenue Capital Loan Notes, Series z1Ig,of the crty ln ttre amount of $ 16,3 82,000, shall be issued to evidence the obligations of the Issuer under the Agreement pursuant to the provisions of Section 384'84A of the Code of Iowa for the aforesaid purpose. The Notes shall be designated "STORMWATER MANAGEMENT UTILiTY REVENUE CAPITAL LOAN NOTE, SEzuES 2079" ' bE dAtEd thc date of delivery, andbear interest attherate of 1.75% per annum from the date of each advancement made under the Agreement, until payment thereof, at the office of the Paying Agent, said interest payable on i,rn. 7,20Tg,and semi-annually thereafter on the lst day of June and December in "ui6 y"ut until maturity as set forth on the Debt service Schedule attached to the Agreement as gxhilit A and incorpoiated herein by this reference. As set forth on said Debt Service Schedule, principal shall be payable on June I,202I and annually thereafter on the 1st day of June in the amounts set forth itrerein until principal and interest are fully paid, except that the final installment of the entire balance of principal and interest, if not sooner paid, shall become due and payabie on June 1,2040. Iriotwithstanding the foregoing or axy other provision hereof, principal and interest shall be payable as shown_on said Debt Service Schedule until "or,,pl"iio' oith" eroject, at which time-the final Debt service schedule shall be determined bus"d upon actual ad.ian"ements, final costs and completion of the Project, all as provided in the administrative rules governing the program. Payment of principal and interest on the Notes shall at all times conformio said Dibt Service Schedule and the rules of the Program' The Notes shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or imprinted with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principai, interest and premium , if any, shall be payable at the office of the Paying Agent by mailing of a check, wire transfer or automated clearing house system transfer to the registered owner of the Note. The Notes shall be in the denomination of $1,000 or multiples thereof and may at the request of the original Purchaser be initially issued as a single Note in the denomination of $16,382,000 and numbered R-1' defined and in accordance with the terms of the Agreement. Section 7. Redemption. The Notes are subject to optional redemption at a price of par plus accrued irrt"r.rt iiy offi date upon receipt of written consent of the original Purchaser or ii1 l' the event that aiior substantialty all of thi Project is damaged or destroyed. Any optional redemption of the Notes may be madefrom any funds regardless of source, in whole or from time to time in part, in inverse order of maturity, by giving not less than thirty (30) days' notice of redemption by certified or registered mail to the original Purchaser (or any other registered owner of the Note). The terms of redemption shall be par, plus accrued interest to date of call' The Notes are also subject to mandatory redemption as set forth in Section 5 of the Agreement' Section 6. and interesL tlrr the Section 8 Notes, the Issuer also agrees to P In addition to the payment of principal of ay the Initiation Fee and the Servicing Fee as 1 Deli : and lation. er (a) Registration. The ownership of Notes may be transfer:red only by the making of ur, "rrt y$ott ttt" Uooks kept for the registration and transfer of ownership of the Notes' and in no other way. The f."urrrr.t is hereby appointed as Note Registrar under the terms of this Resolrution. Registrar shall maintain the books of the Issuer for the registration of ownership of ihe Notes for the payment of principal of and interest on the NJtes as provided in this Resolution. All Notes shall be negotiable as provided in Article g of the Uniform Commercial Code subject to the provisions for registration and transfer contained in the Notes and in this Resolution' (b) Transfer. The ownership of any Note may be transferred only upon the if"girtrutio" Books kept for the registration and transfer of Notes and only upon surrender thereof at thl office of the Registrar together with an assignment duly executed iv tt " holder or his duly autho rized attomey in fact in such form as shall be satisfactory to ,h" Registrar, along *ittt ttt" address and social security number or federal employer identification number"of such transferee (or, if registration is to be made in the name of -rritipt" individuals, of all such transferees). In the event that the address of the registered owner of a Note (other than a registered owner which is the nominee of the broker or dearer in question) is that of a broker or dealer, there must be disclosed on the Registration Books ih. ittfot*ation pertaining to the registered owner required above' Upln the transfer of any such Note, a new fully registered Note, of any denomination or denominations permitteA Uy this Resolution in aggregate principal amount equal to the unmatured and unrede"rrr.d principal amount of such transferred fully registered Note, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. T In all cases of the transfer of the Notes, the(c) Registrar Notes, in shall register, at the earliest practicable time, on the Registration Books, the accordance with the Provisions of this Resolution. (d) ownership. As to any Note, the personin wlrosg name the ownership of the same ,(u1U. t.tir*"t"a on the Registration B,oks of the Registrar shall be deemed and r"g*a"a ai the absolute o*ri., thereof for all purposes, and payment of or on account of in! prin"ipai of any such Notes and the premium, if any, and interest thereon shall be made only to or upon the order of the registered ownel thereof or his legal representative' All such payments shall be valid and effectual to satisfy and discharge the liability upon such NotL, including the interest thereon, to the extent of the sum or sums so paid' (e) Cancellation. All Notes which have been redeemed shall not be reissued but shall u" "un."tt.a uy the Registrar. All Notes which are cancelled by the Registrar shall be destroyed and a certifi'cate of the destruction thereof shall be furnished promptly to the Issu"riprovided that if the Issuer shall so direct, the Registrar shall forward the cancelled Notes to the Issuer' (0 Non-Presentment of Notes. In the event any payment check representing payment of prin.ipa of or i"t"t"Jon the Notes is returned to the Paying Agent or if any note is 8- not presented fbr payment of prin_cipal at the maturity or redemption date, if funds sufficient to pay ,.r"rr frir"iput or ot interest on Notes shall have been made available to in" pu'ing Agent for ihe benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Notes shall forthwith cease' terminate and be completely discharged, and thereupon it shall b^e th9 duty of the Paying Agent to hclC such funds, r"itho.rt fil.friilty for inteiest thereon, for the benefit of the owner of such Notes who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Notes. The eaying ,igent's obligation to hold such funds shall continue for a period equal to two y.u* urr"d si 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 surrendel any remaining funds so held to the Issuer, where.rfon any claim under this Resolution by the Owners of such interest or Notes of whateveinature shall be made upon the Issuer. Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made i" r"rp."t "f ""y Note, shall be made to the registered holder thereof or to their designated Agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. Al1 such payments shalr fu[y discharge the obligations of the Issuer in respect of rrr"6 Notes to the extent of the payments so made. Upon receipt of the final payment of prin"ipal, the holder of the Note shall sunender the Note to the Paying Agent' Section 9 In case any outstanding Note shall become mutilated or be destroYed,stolen or lost, the Issuer shall at the request of Registrar authen ticate and deliver a new Note o f like tenor and amount as the Note so mutilated, destroYed, stolen or lost, in exchange and substitution for such mutilated Note to Registrar, upon surrender of such mutilated Note, or in lieu of and substitution for the Note destroyed, stolen or lost, uPon with the Registrar evidence satisfactory to the Registrar andfiling of ownership thereof, and uPon Issuer that such Note has been destroyed,stolen or lost and Proof 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 therewi th. Section 11 Upon the adoption of this Resolution, the MaYor and CitY Clerk shall execute the Notes by their manual or authorized signature and deliver the Notes to the Registrar,who shall authenticate the Notes and deliver the same to or upon order of the Original Purchaser No Note shall be valid or obligatory for any purpose or shall be entitled to anY right or benefi t hereunder unless the Registrar shall duly endorse and exec ute on such Note a Certificate o f Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Note executed on behalf of the Issuer shall be conclusive evidence that the Note so authenticated has been duly issued under this the holder thereof is entitled to the beneResolution and that -9- fits of this Resolution. Section 12 to Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt wrt tten notice to each registered noteholder -10- Section 13. Form of Note. Notes shall be printed in substantial compliance with standards proposed by th. A-."ban Standards Institute substantially in the form as follows: (6) (4) (e) (1) (10) (Continued on the back of this Bond) I4 15 FIGURE 1 (Front) 11 1 2 1 3 - 11- 6)(1(10) (Continued) follows: FIGURE 2 (Back) The text of the Notes to be l0cated thereon at the item numbers shown shall be as ''STATE OF IOWA'' "colrNTY OF DUBUQUE" "CITY OF DUBUQUE" Item 1, figure 1 : -12- CAPITAL LOAN NOTE'' Item2, figure 1 : Rate: I-75% Item 3, figure 1 : Finai MaturitY: Item 4, figure 1 : Note Date Item 5, figure 1 : CUSIP # -N/A Item 6, figure 1 : "Registered" Item7, figure 1 : Certificate No' R-1 Item 8, figure 1 : PrinciPal Amount: '' STORMWATER MANAGEMENT UTILITY REVENUE ,'SERIES 2019" Item 9, figure i : The City of Dubuque, Iowa, a municipal corporation organized and- existing under and by virtue of the constitution and laws of the State of Iowa (the "Issuer"), for value received, prornir", to pay from the source and as hereinafter provided, on the maturity date indicated above, to IOWA FINANCE AUTIIORITY Item 10, figure 1 : or registered assigns, the principal sum of (principal amount written out) in lawful money of the uniiea States of America, on the maturity dates and in the principal amounts set forth on the Debt Service Scheduie attached hereto and incorporated herein by this reference, with interest on said sum from the date of each advancement made under a certain Loan and Disbursement Agreement dated as of the date hereof until paid at the rate of 1.75o/oper annum, payableon June tlZOtg,and semi-annually thereafter on the 1st day of June and December in each year. As set forth on said Debt Service schedule, principal shall be payable on June I,2021and annually thereafter on the first day of June in the amounts set forth therein ,rntit prirr"rpal and interest are fuily paid, except that the final installment of the entire balance of principal und int"r.rt, if not ,oorr.i paid, shall become due and payable on June 1,2040' illotwithstanding the foregoing or any other provision hereof, principal and interest shall be payable as shown on saiJDeb-t s.r,ri". Schedule until completion of the Project, at which time the final Debt Service Schedule shall be determined and attached hereto based upon actual advancements, final costs and completion of the Project, all as provided in the administrative rules goveming the Iowa water Poilution control Works Financing Program' Payment of principal and interest of this Note shall at all times conform to said Debt'service Schedule and ih. l"rri", of the Iowa Water Pollution Controi Works Financing Program' Interest and principal shail be paid to the registered holder of the Note as shown on the records of ownershii maintained by the Registrar as of the 15th day of the month next preceding such interest payment date. Inter"rt rhull be computed on the basis of a 360-day year of twelve 30-day months. This Note is issued pursuant to the provisions of Section 3 84.84Aof the Code of Iowa, for the purpose of paying costs'of acquisition, construction,Ieconstruction, extending, remodeling, improuing, ,."puiti"g";d equipping all or paft of the Stormwater Management Utility' including land acquisition, eniineering ana "onstruclion of the upper Bee Branch creek Railroad culverts - 13 - Project, part of Phase 7 of the Bee Branch watershed Flood Mitigation Project, also known as the Upper Bee Branch Creek Restoration Project, and evidences amounts payable under a cerlain Loan and Disbursement Agreement dated u, tf th. date hereof, in conformity to a Resolution of the city council of the city auty passed and approved. For a complete statement of the revenues and funds from which and the "tnditiotrr under which this Note is payable, a statement of the conditions under which additional notes or bonds of equal standing may be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the ibove-described Loan and Disbursement Agreement and Resolution' This Note is subject to optional redemption at a price of par plus accrued interest (i) on any date upon receipt of written consent of the Iowa Finance Authority or (ii) in the event thararl or substantialy alr ortn" project is damaged or destroyed.- Any optionar redemption of this Note may be made rro* *v funds regardless of ,our"", in whole or from time to time in parf in inverse order of maturity, by roiby giving thirty (30) days' notice of redemption by certified or registered ma1, to the Iowa-Finance Autliority (or uny other registered owner of the Note). This NJt" is also subject to mandatory redemption as set forth in Section 5 of the Agreement' Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the Budget/Finance Diiector, City of Dubuque, Iowa the Registrar' Such transfer on the books shali occrir only upon presentation and surrender of this Note at the office of the Registrar, together with an assignment duly executed by the owner hereof or his duly authorized attJrney i" tfr" form as shall be-satisfactory to the Registrar- Issuer reserves the right to substitute the Registrar and Paying Agent"but shall, however, promptly give notice to registered Noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform commercial Code and subject to the provisions for registration and transfer contained in the Resolution. This Note and the series of which it forms apart, other obligations ranking on a parity therewith and any additional obligations which may be hereafter issued and outstanding from time to time on aparity with saidfuotes, as provided in the Resolution and Loan and Disbursement Agreernent of which notice is hereby given and which are hereby made apafi hereof, *" puyubl"from and secured by a pledge of the Net Revenues of the municipal Stormwatel management utility system (the "Syste-"), ?t defined and provided in said Resolution. There has heretofore been "rtuulirir"d and the city covenants and agrees that it will maintain just and "q"i uur" rates or charges for the use of and service rendered by said System in each year for the payment of the proper and reasonable expenses of operation and maintenance of said system and ior the establiihment of a sufficient sinking fund to meet the principal of and interest on this series of Notes, and other obligations ranking on a parity therewith, as the same become due. This Note is not payable in any mannel by taxation and under no circumstances shall the City be in any *uoo"i liable by reason of the failure of said Net Revenues to be sufficient for the PaYment hereof' And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and bonstitution of the State of Iowa, to exist, to be had, to be done' or to be performed precedent to the lawful issue of this Note, have been existent' had' done and performed as required bY law. -14- IN TESTIMONY WHEREOF, said city by its city council has caused this Note to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile silnature of its City Clerk, with the seal of said City impressed hereon, and authenticated by the manual or facsimile signature of an authoizedrepresentative of the Registrar, the Budget/Finance Direet*or of the City of Dubuque, Iowa, all as of the -.--- day of 2019. Item 11, figure 1 Item72, figure 1 : Date of authentication:: This is one of the Notes des,cribed in the within mentioned Resolution, as registered by the Budget/Finance Director' BUD GET/FINANCE DIRECTOR By: Item 13, figure 1 Registrar : Registrar and Transfer Agent: Paying Agent: Budget/Finance Director Budget/Finance Director SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure 1 Item 15, figure 1 : (Seal): (Signature Block) CITY OF DUBUQUE, STATE OF IOWA By: manual or facsimile Mayor ATTEST: By: manual or facsimile City Clerk Item 17 , figure 2 : fAssignment Block] f lnformation Required for Registrationl ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No irrevocably constitute and appointwithin Note and does herebY - 15 - ) the attorney in fact to transfer the said Note on the books kept for registration of the within Note, with full power of substitution in the premises' Dated (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED) IMPORTANT - READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon the face of the Iertificate(s) or bond(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the pr"uJifittg standards Ina pro""aures of the Registrar and Transfer Agent. Such standards and pro"edrrres may t"q,ti." signature to be guaranteed by cefiain eligible guarantor institutions that participate in arccognized signature guarantee progfam' INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* PartnershiP Corporation Tlust *If the Note is to be registered in the names of multiple individual owners, the names of all such owners and one addresi and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Note, shall be construed as thoulh 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 L[{IF TRANS MIN ACT Custodian (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act"""' -16- (State) Section 14. Equaliry of Lien. The timely payment of principal of and interest on the Notes and parity Oblfi;i"". rhulne secured "q.tully and ratably by the Net Revenues of the System without prioriiy by reason of number otii-" of sale or delivery; and the Net Revenues of the System ur. t"rJfinevo"abty pledged to the timely payment of both principal and interest as the same become due. Section 15.Proceeds of the Notes shall be credited to the Project Fund and expended therefrom for the puposes of issuance. Any amounts on hand in the Project Fund shall be available for the Payment of the principal of or interest on the Notes at anY time that other funds of the System shall be insufficient to the purpose, in which event such funds shall be rePaid to the Project Fund at the earliest opportuni ty. Any balance on hand in the Proj ect Fund and not immediatelY required for its pulposes may be invested not inconsistent with limitations Provided bY law,the Internal Revenue Code and this Resolution. Section 16. user Rates. There has heretofore been established and published as required by law, just and .q.ritubl"-rut", or charges for the use of the service rendered by the System' Said rates o, "harg., shall be paid by the owner of each and every lot, parcel of real estate, or building that is connected witi and uses the System, by or through any part of the System or that in any way uses or is served by the System' Any revenue paid and collected for the use of the System and its services by the Issuer or any department, agency or instrumentality of the Issuer shall be used and accounted for in the same manner as any oth"r r"u"n res derived from the operations of the system' section 17. Application of Revenues. From and after the delivery of any Noted, and as longasanyoftheNo6L-nu'ityouligationssha1lbe-outstandingandunpaideitherasto principal or as to interest, or until all oithe Notes and Parity obligations then outstanding shall have been discharged and satisfied in the manner provided in this Resolution, the entire income and revenues of the. System shall be deposited as collected in a fund to be known as the stormwater Management utility Revenue Fund (the "Revenue Fund"), and shall be disbursed only as follows: The provisions in the prior Note Resolution(s) whereby there was created and is to be maintained a Stormwater Management utility Revenue Note principal and Interest Sinking Fund, and for the monthly paymJnt into saicl fund from the future Net Revenues of the System such portion thereof as wili be sufficient to meet the principal and interest of the outstanding obligations, are hereby ratified and confirmed, and all such provisions inure to and constitute the security for the puvrn.n, of the principal and interest on Notes hereby authorized to be issued; provided, however, that the amounts io be set aside and paid into the Stormwater Management utiiity Revenue Note prin"ipal and Interest Sinking Fund in equal monthly installments from the earnings shall be ,,rfn"l"ni to pay the principal -and interest due each year, not only on the outstanding obligations, but atro in" prin"ipuf and interest of the Notes herein authorized to be issued. Section(j 17, rg and 2r tr trr. Prior Note Resolution(s) is/are hereby ratified, confirmed, adopted and incorporated herein as a part of this Resolution. Except as may be -11 - otherwise provided in the above prior Note Resorution(s), proceeds of the Notes or other funds may be invested in Permitted Investments' NothinginthisResolutionshallbeconstruedtoimpairtherightsvestedinthe outstanding obligations. The amounts herein required to be paid into the various funds named in this Section shall be inclgsive of payments required in respect to the Outstanding Obligations' The provisions of the legislation auihorizing the outstanding obligations and the provisions of this Resolution are to be construed whereve-r possible so that the same will not be in conflict' In the event ,u.h "onrt*"tion is not possibl., G provisions of the resolution first adopted shall prevail until such time as the notes or bonds authorized by said resolution have been paid in full or otherwise satisfie] as therein provided at which time the provisions of this Resolution shall againprevail. At such time as the outstanding obligations are paid and so long as the Notes or Parity Obligations remain outstanding and unpaid the same are discharged and satisfied in the manner provided in this R"rotntion, th! entire in"o-. and revenues of the system shall be deposited and co'ected in a fund to be known as the Revenue Fund, and shair be disbursed only as follows: o Money in the Revenue Fund shall first be disbursed to make dePosits into a separate and sPecial fund to pay current sxpenses The fund shall be known as the Stormwater Management Utili ty Operation and Maintenance Fund (the "Operation and Maintenance Fund").There shall be deposited in the Operation and Maintenance Fund each month an amount sufficient to meet the current exPenses of the month Plus an amount equal to lllzthof expenses payable on an annual basis such as insurance. After the first daY of the month,further deposits may be made to this account from the Revenue Fund to the extent necessary to pay current expenses accrued and payable to the extent that funds are not available in the Surplus Fund' . Sinking Fund. Money in the Revenue Fund shall next be disbursed to make deposits into a r"pu*," and special fund to pay principal of and interest on the Notes and parity obligations. The fund shall be known as the Stormwater Management utility Revenue Note princtp"i ""a Interest Sinking Fund (the 'sinking Fund")' The required amount to be deposit"a in the Sinking Fund in any month shall be an amount equal to 1/6th of the installment of interest "o-itrg due on the next interest payment date on the then outstanairrg Not", and parity obugJions, prus 1/12th of the installment of principal coming due on such Notes on the next Jucceeding principal payment date until the full amount of such installment is on hand. If for any reason the amount on hand in the Sinking Fund exceeds the required amount, the excess shall forthwith be withdrawn and paid into the Revenue Fund. Money in the Sinking Fund shall be used solely for the purpose of paying prin.iput of a1{ interest on the Notes and Parity Obligations as the same shall become due and PaYable' . subordinate obligations. Money in the Revenue Fund may next be used to pay principal of and int.r.rftrr li*tuding reasonable reserves therefor) any other obligations which by their t"rms shall be payable from the revenues of the system, but subordinate to the Notes and Parity ofugutio"s, and which have been issued for the putposes of - 18 - extensions and improvements to the System or to retire the Notes or Parity obligations in advance of maturiiy, or to pay for extraordinary repairs or replacements to the System' o Surplus Revenue. All money thereafterremaining in the Revenue Fund at the close of .u.h.---------*th rnuy be depositld in any of the funds created by this Resolution, to pay for extraordinary repairs oi replacements tolhe System, or may be used to pay or redeem the Notes oieutity obliga-tions, any of them, or for any lawfui purpose' Money in the Revenue Fund shall be allotted and paid into the various funds and accounts hereinbefore referred to in the order in which said funds are listed, on a cumulative basis on the 1Oth day of each month, or on the next succeeding business day when the 10th shall not be a business diy; andif in any month the money in the Revenue Fund shall be insufficient to deposit or transf-er th" r"qrrired amount in any of said funds or accounts, the deficiency shall be made up in the following month or months after payments into all funds and accounts enjoyingapriorclaimtotherevenuesshallhavebeenmetinfull. Section 18. Investments. Moneys on hand in the Project Fund and all of the funds provided by this n"roffiior, muy be invested only in Permitted Investments or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation, or its equivalent ,nr"rrror, and the deposits of which are insured thereby and all such deposits exceeding the maximrr- u*ot ri insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with Iowa Code chapie, I2C, or otherwise by a valid pledge of direct obligations of the United States Government having an "qui,ralent market value. All investments shali mature before the date on which the money, ir" ,.q.rired for the purposes for yhic! the fund was created or otherwise as herein provided. rne provisions of this Section shali not be construed to require the Issuer to maintain separate accounts for the funds created by this Resolution' The Sinking Fund shall be segregated in a separate account but may be invested in the same manner as other funds of the Issuei but designated as a trust fund on tlte books and records of the Issuer. fne Sint<ing Fund shall not be available for any other purposes other than those specified in this Resolution. All income derived from such investments shall be deposited in the Revenue Fund and shall be regarded as revenues of the System. Investments shall at any time necessary be liquidated and the f-.".d, thereof applied to the pulpose for which the respective fund was created. Secti on 19. C the The Issuer hereby covenants and agrees with each and every holder of the Notes and Parity Obligations (a) Maintenance and Efficiency. The Issuer will maintain the System in good condition and op"tut" it in an efficient manner and at reasonable cost' (b) Sufficiency of Rates. on or before the beginnilg oj each Fiscal Year the bou"rnirrg-Aoay *ttffiot continue in effect rates for all services rendered by the -19- System determined to be sufficient to produce Net Revenues for the next succeeding Fiscal Year which are (i) adequate to pay the principal and interest requirements thereof and to create or maintain the reserver ur pto.rided in this Resolution, and (ii) not less than 110 percent of the principal and interest iequirements of the next succeeding Fiscal Year' No free use of the System by the Issuer ot utty department, agency or instrumentality of the Issuer shall be permitted except u-pon the determination of the Governing Body that the rates and changes otherwise in effect are suffrcient to provide Net Revenues at least equal to the requirements of this subsection' (c) Insurance. The Issuer shall maintain insurance for the benefit of the Noteholders on the insurable portions of the System of a kind and in an amount which normally would be carried by private companies engaged in a similar kind of business. The proceeds of any insurance, except p,ruti" liabiliiy inrrnut"", shall be used to repair or replace the part or parts of the System damaged or destroyed, or if not so used shall be placed in an improvement fund for the benefit of the System' (d) Accounting and Audits. The Issuer will cause to be kept proper books and accounts adapted tofi" Sytt"t" and in accordance with generally accepted accounting fru.ti"., and will diligenily act to caY:e the books and accounts to be audited and reported upon by ur. tid"p"ttdent Auditor and will provide copies of the audit report to the Department, aiL as provided in the Agreement. The-original Purchaser and holders of any of the Notes and Parity obligations shall have at all reasonable times the right to inspect the System and the ,."otdr, accounts and data of the Issuer relating thereto' (e) State Laws. The Issuer will faithfully and punctua-lly perform all duties with reference to the System required by the constitution and laws of the state of Iowa, inctuding the making and collecting of reasonable and sufficient rates for services rendered by the Sysftm as above piovided, and will segregate the revenues of the System and apply said revenues to the funds specified in this Resolution. (0 Property. The Issuer will not sell, lease, morlgage or in any rlalulel dispose of thc System, or any "upitur part thereof, including any and all extensions and additions that may be'mad. th"rito, until satisfaction and discharge of all of the Notes and Parity Oliigutiorrs shall hu* b".r, provided for in the manner provided in this Resolution; provided, ho*"u"r,-tt is covenant shall not be construed to prevent the disposal by the Issuer of property which in the judgment of its Governing Body has become inexpedient or unprofitable to use in connection with the System, or if it is to the advantago of the System that other frop.tty of equal or higher value be substituted therefor, and provided turther that the p;;;J; or an" disposition of such property shall be placed in a revolving fund to be used in preference to other soulces for capital improvements to the System' nny ,rr.h pro"."dr of the disposition of property acquired with the proceeds of the Notes or Parity obligations shall ,rot b. used to pay principal or interest on the Notes and Parity Obligation, oifo, payments into the Sinking or Reserve Funds. -20 thereunder. Section 20. Remedies of Noteholders. Except as herein expressiy limited the holder or ho1dersoftheNot",u,'alu-,ltyobligati.onssha11haveandpossessa11therightsofactionand remedies afforded by the "o--on law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Notes and interest thereon, and of the pledge of the Net Revenues made hereunder, and of all covenants of the Issuer hereunder. Section 21. prior Lien and parity Obligations. The Issuer will issue no other notes, bonds or obligatiottt or.*y t ittd or nature payable from or enjoying a lien or claim on the property or Net Revenues of the System having priority over the Notes or Parity Obligations' Additional obligations may be issued on a parity and equality of rank with the Notes with respect to the lien and claim of such Additional obligations to the Net Revenues of the System and the money on deposit in the funds adopted by this Resolution, for the following purpor", and under the following conditions, but not otherwise: (a) For the purpose of refundin g any of the Notes or Parity Obligations which shall have matured or which shall mature not later than three months after the date of delivery of such refunding obligation and for the payment of which there shall be insufficient money in the Sinking Fund; (b) For the pulpose of making extensions, additions, improvements or replacements to the System, o, r"furrdin g any outstanding Notes, Parity Obligations or other obligations issued fo, s,rch extensions, additions and improvements, if all of the following conditions shall have been met: (i) before any such Additional Obligations ranking on a parity are issued, there will have been procured and filed with the Clerk, a statement of an Independent Auditor or Independent Municipal Advisor, not a regular employee (g) Fideli[, Bond. That the Issuer shall maintain fidelity bond coverage in amounts -fri.fr norrnaliy *oJa be carried by private companies engaged in a similar kind of business or, "uth officer or employee having custody of funds of the System' (h) Additional Charges. The Issuer will require proper connecting charges andlot otler security fcr the payment of service eharges' (i) Budget. The Governing Body of the Issuer shall approve and conduct operations pursuant to a system budget oflevenues and current expenses for each Fiscal Year' Such tudget shail tale into account revenues and current expenses during the current and last pr".l.ding Fiscal Years. Copies of such budget and any amendments thereto shall be mailed to ttre Original Purchaser and to the Noteholders upon request' c)and The Issuer wili comply with the terms and conditions of the Loan and Disbursement Agreement and perform as Provided -2r - of the Issuer, reciting the opinion based upon necessary investigations that the Net Revenues of the Sysiem foi the preceding Fiscal Year (with adjustments as hereinafter provided) \I/"r" "qrul to at least 1 .10 times the maximum amount that will be required in any FiscaiYear prior to the longest maturity of any of the then outstanding Notes or Farity Obligations for both principal of and interest on all NIotes or flity Obligations then outstanding which are payable from the Net Revenues of the System and the Additional Obligations then proposed to be issued. For the purpose of determining the Net Revenues of the System for the preceding Fiscal Year as aforesaid, the amount of the gross revenues for such year may be ad3usted by an independent consulting engineer, the Independent Auditor, or by un ma"p"rrdent Municipal Advisor so as to reflect any changes in the amount of such revenues which wfuld have resulted had any revision of the schedule of rates or charges imposed at or prior to the time of the issuance of any such Additional OUtigations been in effect during all of such preceding Fiscal Year' (ii) the Additional obligations must be payable as to principal and as to interest on the same month and day as the Notes herein authorized' (iii) for the pu{poses of this Section, principal and interest falling due on the hrrt auy of a piscal Year shail be deemed a requirement of the immediately preceding Fiscal Year. (iv) for the purposes of this section, general obligation bonds or notes shall be iefunded only upon a finding of necessity by the Governing Body and only to the extent the general obligation bonds or notes were issued or the proceeds thereof were expended for the SYstem. (rr) for purposes of this Section, "preceding Fiscal Yeat" shall be the most ,e""ntly compieted Fiscal Year for *ni.h audited finartcial statements prepared by a certified prrUti. accountant are issued and available, but in no event a Fiscal year which ended more than eighteen months prior to the date of issuance of the Additional Obligations. Section 22 The Issuer reasonablY expects and covenants that no use will be made of the proceeds from the issuance and sale ofthe Notes issued hereunder whi ch will cause any of the Notes to be classified as arbitrage bonds within the meaning of Section 148(a) and (b) and that throughout the term of said Notes it and regulations issued thereunder. of the Internal Revenue Code of the United States, will comply with the requirements of said statute 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 ihe N#s will be used in u manner that would cause the Notes to be arbitrage bonds. Without limiting the generality of the foregoing, the Issuer hereby aglees to comply with aa.LL- the provisions of the Tax Exemption certificate and the provisions of the Tax Exemption certificate are hereby incorporated by reference as parl of this Resolution' The Treasurer is hereby directed to mlke and insert all calculations and determinations necessary to complete the Tax Exemption Cefiificate in all respects and to execute and deliver the Tax Exemption certificate at issuance of the Notes to certify as to the reasonable expectations and covenants of the Issuer atthat dete. The Issuer covenants that it will treat as Yield Restricted any proceeds of the Notes remaining unexpended after three years from the issuance and any other funds required by the Tax Exemption certificate to be so treated. If any investments are held with respect to the Noles and parity obligations, the Issuer shall treat the same for the purpose of restricted yield as held in proportion to G original principal amounts of each issue' The Issuer covenants that it wiil exceed any investment yield restriction provided in this Resolution only in the event that it shall first obtain an opinion of recognized bond counsel that the proposed investment action wiil not cause the Notes to be classified as arbitrage bonds under Seciion 148(a) and (b) the Internal Revenue Code or regulations issued thereunder' The Issuer covenants that it will proceed with due diligence to spend the proceeds of the Notes for the purpose set forth in this Resolution. The Issuer further covenants that it will make no change in the use of the proceeds available for the construction of facilities or change in the use of any portion of the facilities constructed therefrom by persons other than the Issuer or the g"rr.rut p,ruti" unless it has obtained an opinion of bond counsel or a revenue ruling that the iropor"-d project or use will not be of ,rr"h .huructer as to cause interest on any of the Notes not to be exempt from federal income taxes in the hands of holders other than substantial users of the project, under the provisions of Section Ia2@) of the Internal Revenue code of the United Stut.t, related statutes and regulations' Section 23. Additional w the The Issuer certifies and covenants with the purchasers and holders of the Notes fiom time to time outstanding that the Issuer through its otlicers, (a)will make such further specific covenants, representati ons 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 Cerlificate shall constitute a part of the contract between the Issuer and the owners of the N otes; (c) consult with bond counsel (as defined in the Tax ExemPtion Certificate); (d) PUY to the United States, as necessary,such sums of money representing required rebates ofexcess arbitrage Profi ts relating to the Notes;(e) file such forms, statements and suppofting documents as maY be required and in a timel y 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 24.Tax This Resolution may be amended without the consent of any owner of the Notes if, in the opinion of bond counsel, such amendment is necessary applicable Federal law or regulations' to maintain tax exemption with respect to the Notes under -zJ- Section 25 of Attached hereto is a form of Tax Exemption Certifi cate stating the Issuer's reasonable expectations as to the use of the Proceeds of the Notes. The form of Tax Exemption Certificate is approved. The Issuer hereby agrees to comply with the provisions of the Tax ExemPti on Certificate and the provisions of the Tax Exemptio n Certificate are herebY incorporated bY reference as part of this Resolution. The Budget Directcr/T reasurer is hereby directed to make and insert ail caicuiations and determinations necessarY to complete the Tax ExemPtion Certificate at issuance of the Note to certify as to the reasonable expectations and covenants ofthe Issuer at that date' Section 26 ote The covenants, liens and Pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Notes and Pari ty Obligations, or any of them, in any one or more of the following waYS: (a) By paying the Notes or Parity Obligations when the same shall become due and payable; and t (b) By depositing in trust with the Treasurer, or with a corporate trustee designated by the Governlr.g goaylfor the payment of said obligations and irrevocably appropriated exclusively to that purpose an amount in cash or direct obligations of the United States the maturities and income of which shall be sufficient to retire at maturity, or by reclemption prior to maturity on a designated date upon which said obligations may be redeemed, uil of such obligations outstanding at the time, together with the interest thereon to maturity or to tf,e designated redemption date, premiums thereon, if any that may bepayable on tfr. redemptioit of the same; provided that proper notice of redemption of all such obligations to be redeemed shall have been previously published or provisions shall have been made for such publication' upon such payment or deposit of money or securities, or both, in the amount and manner provided ty this Section, all liabiiity of the Issuer with respect to the Notes shall cease, determine and be compl"tely discharged, and the holders thercof shall be entitled only to payment out of the money or securities so deposited' Section 27. Resolution a Contract. The provisions of this Resoiution shall constitute a contract between th" Irr*t und th. holG or hoiders of the Notes and Parity obligations, and after the issuance of any of the Notes no change, variation or alteration of any kind in the provisions of this Resoiution shall be made in any manner, except as provided in the next succeeding Section, until such time as all of the Notes and Parity obligations, and interest due thereon, shall have teen satisfied and discharged as provided in this Resolution' Section 28. consent of or notice to any of the holders of the Bonds supplement this Resolution for any one or more of the The Issuer may, without the and Parity Obligations, amend or following putposes: (a) to cure any ambiguity, defect, omission or inconsistent provision in this Resol'tion or in the Notes or paiity obiigations; or to comply with any applicable -24- provision of law or regulation of federal or state agencies; provided, however, that such action shalr not materiaily adversery affect the interests of the horders of the Notes or Parity Obligations; (b) to change the terms or provisions of this Resolution to the extent necessary to preveni the interest In the Notes or Parity obligations from being includable within the gross income of the holders thereof for federal income tax putposes; (c) to grant to or confer upon the holders of the Notes or Parity Obligations any aaaitional rigits, remedies, powers or authority that may lawfully be granted to or conferred upon the holders of the Notes; (d) to add to the covenants and agreements of the Issuer contained in this Resolution other covenants and agreements of, or conditions or restrictions upon, the Issuer or to surrender or eliminate any right or powel reserved to or conferred upon the Issuer in this Resoiution; or (e) to subject to the lien and pledge of this Resolution additional pledged revenues as may be permitted by law' Section 29 This Resolution maY be amended from time to time if such amendment shall have been consented to by hoiders ofnot less than two-thirds in PrinciP al amount of the Notes and Parity Obligations at any time outstanding (not including in anY case any Notes which may then be held or owned by or for the ^C +L^ T^^,,^-AL'UUUIII" Ul IIT(, IJJLTVI,but including such Refunding Obligations as may have been issued for the purpose of refundin g any of such Notes if such Refunding Obligati ons shall not then be owned by the Issuer); but this Reso lution may not be so amended in such manner as to (a) Make any change in the maturity or interest rate of the Notes, or modify the terms of payment of principat of or interest on the Notes or any of them or impose any conditions with respect to such payment; (b) Materially affect the rights of the hoiders of less than all of the Notes and Parity Obligations then outstanding; and (c)ReducethepercentageoftheprincipalamountofNotes,theconsentofthe holders of which is required to effect a further amendment. Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it shalr cause notice ortne proposed amendment to be filed with the original Purchaser and to be mailed by certified mail to each registered owner of any Note as shown by the records of the Registrar. such notice shail set forlh ihe nature of the proposed amendment and shall state that a copy of the proposed amendatory Resolution is on file in the office of the city clerk' Whenever at any time within one year from the date of the mailing of said notice there shall be filed with ttie iity Clerk an instrument or instruments executed by the holders of at least -25 - two-thirds in aggregate principal amount of the Notes then outstanding as in this Section defined, which instrument o, inri*rrr"nts shall refer to the proposed amendatory Resolution described in said notice and shali specifically consent to and approve the adoption thereof, thereupon, but not otherwise, the Goveming Bodyof the Issuer mayadopt such amendatory Resolution and such Resolution shall become"effeciive and binding upon the holders of all of the Notes and Parity Obligations. Any consent given by the holder of a Note pursuant to the provisions of this Section shall be irrevocable for u p?ioa or r* months from the date of the instrument evidencing such consent and shall be conciusive and binding upon all future holders of the same Note during such period' Such consent may be revoked at arry time after six months from the date of such instrument by the holder who gave such consent or by a successor in title by filing notice of such revocation with the City Clerk. The fact and date of the execution of any instrument under the provisions of this Section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction that the person signing such instrument acknowledgJ before him the execution thereof, or may be proved by an affidavit of a witness to such execution sworn to before such officer. The amount and numbers of the Notes held by any person executing such instrument and the date of his norai"g irr. same may be proved by an affidavit by such person or by a certificate executed by anofficei of a bank or trust company showing that on the date therein mentioned such person frua on Jeposit with such bank or trust company the Notes described in such certificate. Notwithstanding anything in this Section to the contrary, the holder or holders of 100% of the Notes and paritybbigations may consent to any amendment of this Resolution, or waive any notices required hereunder, on ,rr.h terms and under such conditions as said holders shall determine to be aPProPriate. Section 30. Severability. If any section, pangraph,or provision of this Resolution shall be held to be invalid or ""*for.eable ior uny ,.urott, the invalidity or unenforceability of such section, paragraphor provision shall not affect any of the remaining provisions' Section 31 other Ordinances, Resolution are, to of Reso All Resolutions and orders, or Parts thereof,in conflict with the provisions of this the extent ofsuch conflict, hereby repealed;and this Resolution shall be in effect from and after its adoPtion' Section 32. Rule of Construction. This Resolution and the terms and conditions of the Notes authorized rt"t"uy rrr.otr ue construed whenever possible so as not to conflict with the terms and conditions of the Loan and Disbursement Agreement. In the event such construction is not possibie, or in the event of any conflict or inconsistency between the terms hereof and those of ih" Loun and Disbursement Agreement, the terms of the Loan and Disbursement Agreement -26- shall prevail and be given effect to the extent necessary to resolve any such conflict or inconsistencY PASSED AND APPROVED this 18th day of March, 2019' Mayor ATTEST: City -27 - CERTIFICATE STATE OF IOWA COUNTY OF DUBUQUE (sEAL) S my hand and the seal of the Council hereto 20r9 this t'tffi day of City C of Dubuque, State of Iowa SS ) ) ) I,theundersignedCityClerkoftheCityofDubuque,stateoflowa,doherebycerlify that" attached is a truJand complete copy of the portion of the records of the City showing proceedings of the council, and the sam" 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 tentativ e agenda,a copy of which was timely served on eachmember of the council and posted on a bulretin board oi other prominent prace easily accessible to the public and clearly designated for that purpose at the-principal office of the Council pursuant to the local ruies of the Ciuncil and the prouirior* of Chapter 21, Code of Iowa, upon reasonable ^ advance notice ,o ,t " p.rutic and media at least twenty-four hours prior to the commencement of the meeting u, ,"qrrir"a u,law and with members of the pubric present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their iespective 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 itre iicorporation, organi zation, existence or boundaries of the city or the ,lght orth. individu"als namedtherein as officers to their respective positions' 0 1 570044- l\l 0422-198 LOAN AND DISBURSEMENT AGREEMENT $16,382,000 STORMWATER MANAGEMENT UTILITY REVENUE CAPITAL LOAN. NOTES, SEzuES 2019 (STATE OF IOWA REVOLVING FLIND LOAN) This Loan and Disbursement Agreement (the "Agreement") is made and entered into as of April 72,20Ig, Uf unO between ttre City of Dubuque, Iowa (the "Participant") and the Iowa Finance Authority, unug"n"y and public instrumentality of the State of Iowa (the "Issuer")' WHEREAS, the Issuer, in cooperation with the lowa Department of Naturai Resources (the ,,Department,,), is authorized to undertake the creation, administration and financing of the Iowa Water pollution Control Works Financing Program (the "Program") established in Iowa code sections 16.131 through 16.135 and Sections 4558.291 through 4558.299, including, among other things, the makiig of loans to Iowa municipaiities for purposes of the Program; and WHEREAS, the participant desires to participate in the Program as a means of financing all or part of the construction of certain stormwater treatment facilities serving the Participant and its residents; and WHEREAS, to assist in financing the Project (defined herein), the Issuer desires to make a loan to the Participant in the amount'set forth in Section 2hereof; NOW, THEREFORE, the parties agree as follows: Section 1. Definitions. In addition to other definitions set forth herein, the following terms as used in thi, ngl"errrent shall, unless the context clearly requires othetwise' have the following meanings: (a) ..Bonds,, shall mean any State Revolving Fund Revenue Bonds that were or in the future are issued by the Issuer for the pu{pose of providing moneys to finance the Loan to the ParticiPant' (b) ,,Code,, shall mean the Internal Revenue Code of 1986, as amended, and all lawfully pro mul gated re gulations thereunder' (c) ..project,, shall mean the particular construction activities approved by the Deparlment and being undertaken by the Participant with respect to its stormwater Treatment System, as described in the Resolution' "Reguiations" shall mean the administrative rules of the Department(d) relating to the Program, set forth in Title 567, ChaPtet 92 of the Iowa Administrative Code,and the administrative rules ofthe Issuer relating to the Program set forth in Title 26 of the Iowa Administrative Code 0612312016 1 265, Chapter (e) .,Resolution" shall mean the resolution of the Council of the Participant, adoptedon Mareh 18,2019, approving and authorizing the execution of this Agreement urrd th" issuance of the Revenue Bond (defined herein). (f) .,stormwater Treatment system" shall mean the stormwater treatment system of the farticipant, all facilities being used in conjunction therewith and all upprr.t"rruttces and extensions thereto, including but not limited to the stormwater treatment system project which the Participant is financing under this Agreement' Section 2 The Issuer agrees to purchase a duly authorized and issued stormwater revenue bond or capital loan note of the Participant (the "Revenue Bond") in order to make a forth herein. The Participant agrees to amount of $16,382,000 (the "Loan")' loan to the ParticiPant,and will disburse Proceeds as set borrow and accePt fiom the Issuer, a loan in the PrinciPai The Participant shall use the proceeds of the Loan strictly (a) to finance a portion of the costs of construction of the project and (b), where applicabre, to reimburse the Participant for a portion of the costs of the Pioject, *iti"ft portion was paid or incurred in anticipation of reimbursement through the program and which is eligible for such reimbursement under and pursuant to the Regulations and the Code' Section 3. Disbursements. Proceeds of the Loan shall be made availabie to the participant in the form of one or more periodic disbursements as provided in this Section. The Issuer thereafter shall make disbursements of a porlion of the Loan for payment of costs of the Project upon receipt of the following: (a) a completed payment request on a form acceptable to and available from the Issuer; (b) (c) (d) (e) incurred. and current construction payment estimates; engineering ^service statements ; purchase orders or invoices for items not included within other contracts; evidence that the costs for which the disbursement is requested have been Solely with respect to the request for the final disbursement of proceeds of the Loan, the participant shall submit to the Issuer (via the Department), in addition to items (a) through (e) above, a certification of completion and acceptance of the.Project by the Participant or evidence of an acceptable settlement ii the project is subject to a dispute between the Participant and any 2 contractor Disbursements shall be made in a timely fashion following the receipt of the information as set forth above. unress otherwise agreed to in writing by the Issuer, funds shall be payable to the participant via automated crearinghouse system transfer to the account specified by the Participant. Section 4. Completion of project. The Participant covenants and agrees (i) to exercise its best efforts in accordance with prudent stormwater treatment utility practices to complete the project; and (ii) to provide from its own fiscal resources all monies, in excess of the total amount of Loan proceeds it receives under the Agreement, required to complete the Proiect' Section 5 The Participant's obligation to repay the Loan and interest thereon shall be evidenced bY the Revenue Bond in the PrinciPal amount of the Loan, comPlYing in all material resPects with the Regulations and being in substantially the form set forth in the Resolution. The Revenue Bond shall be deiivered to the Issuer as the original purchaser and registered holder thereof at the closing of the Loan' The Revenue Bond shall be accomPanied by a legai oPinion of bond counsel, in form satisfactorY to the Issuer, to evidence the legality,security position and tax-exemPt status of interest on the Revenue Bond. The parties agree that a payment of principal of or interest on the Revenue Bond shall be deemed to be a PaYment of the same on the Loan and a PaYment of principal of or interest on the Loan shall be deemed to be a payment of the same on the Revenue Bond. Unless otherwise agreed to in writing by the Issuer, all payments of principal and interest due under the Loan shail be made via automated clearinghouse transfer , from an account specified bY the Participant. The Revenue Bond shall be dated the date of delivery to the Issuer, with interest and the Servicing Fee (together, the ..Interest Rate" as set forth in Section 6 hereof) payable semiannuarly on Jrlne 1 and December i of each year (unress the resolution authorizing a previous series of outstunding bonds on a parity with the Revenue Bond requires interest to be paid on other intereri pu'-"ti, dates, in which case such other dates shall apply) from the date of eaoh disbur.sement or o purt of the Loan from the Issuer to the Participant (which are initially expected to be "r -"ppt""imately the dates set forth on E'xhibit A attached hereto and incorporated herein). The first repayment of principal of.the Loan shall be due and payable not later than one year after subst antiil completion of th1 Project and payments of principaf interest and the Servicing Fee shan continue thereafter until the Loan is paid in full. Following the final disbursement of Loan fro.".d, to the parlicipant, Exhib_it A shalr be adjusted by the Issuer, with the approvut or tn" pirticipant, based .rpon actuar disbursements to the participant under the Agreement. Such revised Exhibit A thereafter sharl be deemed to be incorporated herein by reference and made a part hereof and shall supersede and replace that initially attached hereto and to the Revenue Bond. The Revenue Bond shail be subject to optional redemption by the Participant at a pric-e of par plus accrued interest (i) on arry daie ,rpon ie"eipt of wriiten consent by the Issuer' or (ii) in the event that all or substantialry all 0i ttr" project is damaged or destroyed. Any such optional redemption of the Revenue Bond by the participant may bE made from any funds regardless of source, in whole or from time to time in paft, upon not less than thirty (30) days notice of -) redemption by e-mail, facsimile, certified or registered maii to the Issuer (or any other registered owner of the Rerzenue Bond). The Revenue Bond is also subject to mandatory redemption in the event the costs of the project are ress than initially projected, in which case the amount of the Loan shall be reduced to an amount equal to the actual Project costs disbursed. The Participant and the Issuer agTeethat following such adjustment, the principal amount due under the Revenue Bond shall be automatically reduced to equal the principal amount of the adjusted Loan' The Revenue Bond and the interest thereon and any additional obligations as may be hereafter issued and outstanding from time to time under the conditions set forth in the Resolution shail be fayable solelf and only from the Net Revenues (as defined in the Resolution) of the stormwater Treatment System of ihe Participant, a sufficient portion of which has been and shail be ordered set aside and pledged for iuch purpose 'nder the_ provisions of the Resolution. Neither this Agreement nor the Revenue Bond is a general obligation of the Participant, and under no circumstance shall the Participant be in any manner liable by reason of the failure of the aforesaid Net Revenues to be sufficient to pay the Revenue Bond and the interest thereon or to otherwise discharge the Participant's obligation hereunder' Section 6 S ees.(a) The Participant agrees to pay to the Issuer,as additional consideration for the Loan, a loan initiation fee (the "Initiation Fee") equal to one-half of one percent (0.50%) of the amount of the Loan ($81,910), which shall be due and PaYable on the date of this Agreement. U nless the Issuer shall be otherwise notified by the ParticiPant that the P articipant intends to PaY such Initiation Fee from other funds, and has received such other funds from the Participant on the date hereof, the Issuer shall be authorized to deduct the full amount of the Initiation Fee from the proceeds of the Loan being made hereunder and such deduction by the Issuer shall be deemed to be an expenditure by the Participant of the Loan Proceeds' (b) The participant agrees to pay aLoan servicing fee (the "servicing Fee") to the Issuer in an amount equal to 0.25o/op", *rrr'r* of the principal amount of the Loan outstanding' The iervicing Fee shall be paicl as iescribed in Section 5 and Section 6(c) hereof' (c)TheLoanshallbearinterestatl'75%operannum(the..Rate,,).Asdescribedin Section 5, payments hereunder shall be calculated based on the Rate plus the Servicing Fee (such 2.O\Yo, the "Interest Rate"). Section nder Rates. The Participant covenants and agrees (i) to comPlY with all applicable State of Iowa and federal laws, rules and regulations (including but not limited to the Regulations), judicial decisions and executive orders in the performance of the Agreement and in the financing, constructron, oP eration, maintenance and use of the Proj ect and the Stormwater Treatment System; (ii) to main tain its Stormwater Treatment System in good repair, working order and operating condition; (iii) to cooP erate with the Issuer in the o bservance and performance of their respecti VE duties, covenants, obli gations and agreements under the Agreement; (iv) to comPlY with all terms and conditions of the Resolution; and (v) to estab lish, levy and collect rents, rates charges for the products and services provided by its 7. c and other 4 Stormwater Treatment SYstem, which rents, rates and other charges shall be at least sufficient (A) to meet the operation and maintenance expenses of such Stormwater Treatment System, (B) to produce and maintain Net Revenues at a level not less than 1 lTY;o of the amount of principal and injerest on the Revenue Boiid and any other obligations secured by a pledge- of the Net Revenues falling due in the same year, (C) to comply with all covenants p.rtuittitrg thereto contained in, and all other provisions of, any bond resolution, trust indenture or other security agreement, if any' relating to any bonds or other evidences of indebtedness issued or to be issued by the participant, (D) to pay the debt service requirements on any bonds, notes or other evidences of indebtedness, whether now outstanding or incurred in the future, secured by such revenues or other receipts and issued to finance improvements to the stormwater Treatment system and to make any other payments required by the laws of the State of Iowa, (E) to generate funds sufficient to fulfill the terms of a1 other contracts and agreements made by-the participant, including, without limitation, the Agreement and the Reveriue Bond and (F) to pay all other amounts payable from or constituting a lien or charge on the operating revenues of its Stormwater Treatment System' Section 8. the Issuer in writing, In the ParticiPant covenants and agrees as follows: Unless otherwise agreed to bY (a) The Participant shall not take any action or omit to take any action which would result in a loss of the exclusion of the interest on the Bonds from gross income for federai income taxation as that status is governed by Section i03(a) of the Code. (b) The Participant shall not take any action or omit to take any action' which action or omission wourdiause its Revenue Bond or the Bonds (assuming solely for this purpose that the proceeds of the Bonds loaned to the Parlicipant represent all of the iror""a, of the Bond$ to be "private activity bonds" within the meaning of Section i+f tul of the Code. Accordingly, unless the Participant receives the prior written approval of the Issuer, the Participant shall not (A) permit any of the proceeds of the Bonds loaned to the Participant oi th" Project financed with such proceeds to be used' either directly or indirectly, irr any mannoi tt ut would constitute "private b'siness use" within the mcaning of S"ciion 1a 1 @)(6) of the code, taking into account for this purpose all such use by persons other than governmental units on an aggtegate basis, (B) use, either directry or indirectly, any of the proceeds of the Bonds roaned to the Participant to make or finance toans to p.rro.r, othei than governmental units (as such term is used in Section 1a1(c) of the code) or (c) use, either directly or indirectlY, anY of the proceeds of the Bonds loaned to the Participant to acquire any "non-governmental output property" within the meaning of Section AI(d)(2) of the Code' (c) The parlicipant shall not directly or indirectly use or permit the use of any proceeds of the Bonds (oi amounts replaced with s,ch proceeds) or any other funds or take any action or omii to take any action, which "" ot action or omission would i^r"*i"g solely for this purpose that the proceeds ofthe_Bonds loaned to the Participant represent all of afr" fro"."ds of th3 nonasl cause the Bonds to be "arbitrage bonds" *itnitt the meaning of Section 148(a) of the Code' 5 (d) The participant shall not directly or indirectly use or permit the use of any proceeds of the Bonds to pay the principal of or interest on any issue of State or local 'governm"ntal obligations'("refinancing of indebtedness") unless the Participant shall Jstablish to the satisfaction of the Issuer that such refinancing of indebtedness will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes and the Participant delivers an opinion to such effect of bond counsel acceptable to the Issuer. (e) The participant shall not directly or indirectly use or permit the use of any proce"ds of the Bonds to reimburse the Participant for any portion of the cost of the irroject unless such cost was paid or incuned by the Participant in anticipation of reimbursement fiom the proceeds of the Bonds or other State or local governmental borrowing in accordance with the Code, published rulings of the Internal Revenue Service and the Regulations. (0 The participant shall not use the proceeds of the Bonds (assuming solely for this p.rrpor. ttrat itre pro""eds of the Bonds loaned to the Participant represent all of it " pror""a, of the Bonds) in any manner which would cause the Bonds to be "federally g;arant"ed" withinthe meaning of Section 1a9@) of the Code or "hedge bonds" within ihe meaning of Section 149(9) of the Code' (g) The parlicipant shall comply with all provisions of the Code relating to the rebate oi'uny profits from arbitrage attributable to the Participant, and shall indemniff and hold the Issuer harmless therefrom' Section 10. Maintenance of Documents: Access. The Participant agrees to mainlain its project accounts i*ra*"" *ith go-ully accepted accounting principles ("GAAP") as Section 9 The Participant covenants and agrees (a)to maintain insurance on' or to seif-insure,the insurable portions of the Stormwater Treatment SYstem of a kind and in an amount which normally would be carried by private companies engaged in a similar type of business, (b) to keep proper books and accounts adaPted to the Stormwater Trea tment System, showing the complete and correct entry of all transactions relating thereto,and to cause said books and accounts to be audited or examined bY afi independent auditor or the State Auditor (i) at such times and for such periods as maY be required by the federai Single Audit Act of 1984, oMB Circular A-133 or State law, and (ii) at such other times and for such other periods as may be requested at any time and from time to time by the Issuer (which requests may requre an audit to be performed for a period that would not otherwise be required to be audited under State law),and (c) not to sell, lease or in anY manner dispo se of the Stormwater Treatment System, or any capital part thereof, including any and all extensions and additions which may be made thereto , until the Revenue Bond shall have been paid in full or otherwise discharged as provided in the Resolution; provided, however, that the Participant maY disPose of any propeftY which in the judgment of its goveming bodY is no longer useful or profitable to use in connection with the operation of the Stotmwater Treatment System or essential to the con tinued operation thereof. 6 issued by the Governmentar Accounting Standards Board, including GAAP requirements lelating to the reporting of infrastructure assets' The participant agrees to permit the Issuer or its duly authorized representative access to a' files and documents llating tt the project for purposes of conducting audits and reviews in accordance with any of the Regulations' Section 11. Continuing Disclosure. As a means of enabling the Issuer to comply with the,.continuing disclosure" requir"-"nt*J forth in Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission, the Participant agrees, -du1ng the term of the Loan' to provide the Issuer with (i) tfr. "o-prehensive audit report of the Participant, prepared and certified by an independent auditor o, ih" State Auditor not rater than 1g0 days after the end of each fiscal year for which the report *u, pr"puted and (ii) such other information and operating data a; the Issuer may reasonably reque;tdd time to time with respect to the Stormwater Treatment System' the Project or the ParticiPant' The participant hereby consents to the inclusion of all or any portion of the foregoing information and -'ut"riut. in a public filing made by the Issuer under the Rule. The Participant agrees to indemnify and hold harml"r, tf," Issuer, and its officers, directors, employees and agents from and against any and all claims, damages, losses, liabilities, reasonable costs and expenses whatsoev"er (including attorney fees) which^ such indemnified party may incur by reason of or in corurection with the disclosure of information permitted under this Section; provided that no such indemnification shall be required for any claims, damages, losses' liabilities, costs or ""p.rrr", to the extent, but oniy to the extent, caused by the willful misconduct or gross ,r"ilig.rr". of the Issuer in the disclosure of such information' Section 12. Events of Default. If any one or more of the following events occur, it is hereby defined as and declared to constitute an "Event of Default" under this Agreement: (a) Failure by the Participant to pay, or cause to be paid, any Loan repayment (including the servicing Fee) requirld a b".lld,under this Agreement when due' which iailure shall continue for a period of fifteen (15) days. (b) Failure by the Participant to make, or cause to be made, any required payments of principal, rldemption piemium, if any, and interest on any bonds' notes or other oblig"ti;;r or tire particip# (other than the Loan and the Revenue Bond), the payment of *tti.tt are secured by op"tating revenues of the Stormwater Treatment SYstem. (c) Failure by the Participant to observe and perform any duty, covenant' obligation o, ugr".-"nt on its part tobe observed or performed under the Agreement or the Resolutionlother than the iUligation to make Loan repayments, which failure shall continue fo, u p"riod of thirty (30)iays after written notice, specifying such failure and requesting that it be remediea, it gi"." t9. the- Participant by the Issuer, unless the Issuer shall agree in writing to an exten"sion of 'such time prior to its expiration or the failure 7 stated in such notice is correctable but cannot be corrected in the applicable period, in .r,,hich case the Issuer may not unreasonably withhold its consent to an extension of such time up,o on" hundred twenty (120) days from the deiivery of the written notice referred to above if corrective action is commenced by the Participant within the applicable period anddiligentlypursueduntiltheEventofDefaultiscorrected. Section 13. Remedies on Default. Whenever an Event of Default shall have occurred andbecontinuing,t1F",,hu11havetherighttotakeanyactionauthorizedunderthe Regulations, the Revenue Bond or this Agreement and-to take whatever other action at law or equity may appear ,r"l.rrury or desirabli to collect the amounts then due and thereafter to become due under the Agreement or to enforce the performance and observance of any duty, """""*," "bligation or ugi""ttt.nt of the Participant under the Agreement or the Resolution' Section 14. Amendments. This Agreement may not be amended, supplemented or modified except by a writing executed by all of the parties hereto' Section i5. Termination. The Participant understands and agrees that the Loan may be terminated at the option ortn" Issuer if constiuction of the project has not commenced within one year of the date oi execution of this Agreement, all as set forth in the Regulations' Section 16. Rule of construction. This Agreement is executed pursuant to-the provisions of S""tiorl84.24Alf the Code of Iowa and shall be read and construed as confoimingtoailprovisionsandrequirementsofthatstatute. In the event of any inconsistency or conflict between the terms and conditions of the Revenue Bond and this Agreement o, th" Regulations, the parties acknowledge and agree that the terms of this Agr;"rn"it or the Regulationi, as the case may be' shall take precedence over any such terms of tile Revenue Bond uia ,nm 6e contro[ing, and that the payment of principal and interest on the Loan sha[ at alr times conform to the schedule set forth on Exhibit A' as adjusted, and the Regulations. Section 17. Federal Requirements. The Partioipant agrees to comply with all app1icablefederal,"qffinot1imitedto,Davis-Baconwagerequirements and the requirements ielating to the use of American iron and steel products' 8 IN WITNESS WHEREOF, we have hereunto affrxed our signatures all as of the date first above written. Attest: City A,/,/ CITY OF DUBUQUE,IOWA Mayor f) By: fParticipant Signature Page to LDA] IN WITNESS WFTEREOF, I have hereunto affixed my signature all as of the date first ^1-^*,^."-i++onGUU V V VVIITLVII. IOWA FINANCE AUTHORiTY Executive Director |IFA Signature Page to LDAI EXHIBIT A ESTIMATED DISBURSEMENTS AND DEBT SERVICE REPAYMENT SCHEDULE 0 I 570290-1\10422-198 A-1 Estimated Amortization Schedule CitY of Dubuque Stormwater Revenue Bond GNS10-5(2) Loan Closing Final Disbursemenl Final Maturity lnitiolion Fee - APt 12,2019 P & D Poyoff- APr 12,2019 Estimoted Drow #l- APr 12,2019 Esiimoted Drow #2- SeP 13,2019 Estimoted Drow #3- Dec 20,2019 Eslimoled Drow #4- Mar 27,2020 Eslimoted Drow #5- Jul3' 2020 Eslimoted Draw #6- Oc|9,2020 Eslimoted Drow #7- .Jon 15,2021 Estimoted Drow #B- APt23'2021 Estimoted Drow #9- Jul 30,2021 Es'limoled Drow #10- Nov 5,2021 Held for Finol Docs - Dec 3' 2021 Tolol Looned Amount SRF STATE ntv0rvlNG rtlN0 Loan Period in Years Total Loaned Amount 0.5% lnitiation Fee Nel Proceeds to Annual lnterest Total Servicing Fee Rate Total Servicing Fees Total Loan Apt 12,2019 Dec3,2021 Jun 1,204C 20 $ 16,382,000.00 81 ,910.00 $ 16,300,090.00 1.75o/o $ 3,253,447.61 Q.250/o 464,778.24$ $ 3,800,135.85 81,9'10.00 252,000.00 2,646,000.00 3,780,000.00 378,000.00 2,646,000.00 2,583,000.00 1,386,000.00 630,000.00 1,704,1 50.00 230,440.00 64,500.00 16,382,000.00 Payment Date Beginning Balance Servicing Total Loan PaymentFee Total Annual Debt Service Ending BalancePrincipallnterest Jun 1,2019 Dec 1,2019 Jun 1 , 2020 Dec 1,2020 Jun 1 ,2021 Dec 1, 2021 Jun 1,2022 Dec 1 ,2022 Jun 1, 2023 Dec 1 ,2023 Jun 1,2024 Dec 1, 2024 Jun 1 , 2025 Dec 1,2025 Jun 1, 2026 Dec 1, 2026 Jun 1,2027 Dec 1 ,2027 Jun 1 ,2028 Dec 1,2028 Jun 1,2029 Dec 1,2029 Jun '1 , 2030 Dec 1, 2030 Jun 1,2031 Dec 1,2031 Jun I , 2032 Dec 1 ,2032 Jun 1, 2033 Dec 1, 2033 Jun 1,2034 Dec 1, 2034 Jun 1 , 2035 Dec 1, 2035 Jun 1, 2036 Dec '1, 2036 Jun 1,2037 Dec 1, 2037 Jun 1 , 2038 Dec 1 , 2038 Jun 1,2039 Dec 1, 2039 Jun 1 , 2040 333,910.00 2,979,910.00 7,137,910.00 12,366,910.00 1 4,382,91 0.00 15,413,060.00 15,708,000.00 1 5,020,000.00 1 5,020,000.00 14,319,000.00 14,319,000.00 13,603,000.00 13,603,000.00 1 2,873,000.00 1 2,873,000.00 1 2,1 29,000.00 12,'t 29,000.00 1 1 ,370,000.00 11,370,000.00 '10,595,000.00 1 0,595,000.00 9,805,000.00 9,805,000.00 8,999,000.00 8,999,000.00 8,177,000.00 8,1 77,000.00 7,339,000.00 7,339,000.00 6,484,000.00 6,484,000.00 5,612,000.00 5,612,000.00 4,722,000.00 4,722,O00.00 3,815,000.00 3,815,000.00 2,889,000.00 2,889,000.00 1,945,000.00 1,945,000.00 982,000.00 982,000.00 674,000.00 688,000.00 701,000.00 71 6,000.00 730,000.00 744,000.00 759,000.00 775,000.00 790,000.00 800,000.00 822,000.00 838,000.00 855,000.00 872,000.00 890,000.00 907,000.00 926,000.00 944,000.00 963,000.00 982,000.00 795.36 12,954.46 56,833.96 88,022.46 118,537.21 135,874.18 143,627.48 143,342.50 143,342.50 143,342.50 143,342.50 119,026.25 1 19,026.25 112,638.75 112,638.75 106j28.75 106,128.75 99,487.50 99,487.50 92,706.25 92,706.25 85,793.75 85,793.75 78,741.25 78,741.25 71,548.75 71,548.75 64,216.25 64,216.25 56,735.00 56,735.00 49,1 05.00 49,'105.00 41,317 .50 41,317 .50 33,381.25 33,381.25 25,278.75 25,278.75 17,018.75 17,018.75 8,592.50 8,592.50 113.62 1,850.64 8,I '19.14 12,574.64 16,933.89 19,410.60 20,518.21 20,477.50 20,477.50 20,477.50 20,477.50 17,003.75 17,003.75 '16,091.25 16,091 .25 15j61.25 15,161.25 14,212.50 14,212.50 13,243.75 13,243.75 12,256.25 12.,256.25 11,248.75 11,248.75 10,221.25 10,221.25 9,173.75 9,173.75 8,1 05.00 8,105.00 7,015.00 7,015.00 5,902.50 5,902.50 4,768.75 4,768.75 3,611.25 3,611.25 2,431.25 2,431.25 1,227.50 1 ,227.50 908.98 14,805.10 64,953.1 0 100,597.'10 809,471.10 155,284.78 852,1 45.69 1 63,820.00 864,820.00 1 63,820.00 879,820.00 1 36,030.00 866,030.00 1 28,730.00 872,730.00 121,290.O0 880,290.00 '1 13,700.00 888,700.00 1 05,950.00 895,950.00 98,050.00 904,050.00 89,990.00 911,990.00 81,770.00 91 9,770.00 73,390.00 928,390.00 64,840.00 936,840.00 56,1 20.00 946,1 20.00 47,220.00 954,220.00 38,150.00 964,'150.00 28,890.00 972,890.00 19,450.00 982,450.00 9,820.00 991,820.00 908.98 79,758.20 910,068.20 1,007,430.47 1,028,640.00 1,043,640.00 1,002,060.00 1,001,460.00 1,001 ,580.00 1,002,400.00 1 ,001,900.00 1,002,100.00 1,001 ,980.00 1 ,001,540.00 1,00'1 ,780.00 1,001 ,680.dO 1,002,240.00 1 ,001,440.00 1,002,300.00 1,001,780.00 '1 ,001,900.00 1 ,001 ,640.00 333,91 0.00 2,979,910.00 7,137,910.00 12,366,910.00 13,708,910.00 15,413,060.00 1 5,020,000.00 1 5,020,000.00 14,319,000.00 14,319,000.00 1 3,603,000.00 13,603,000.00 1 2,873,000.00 1 2,873,000.00 1 2,1 29,000.00 1 2, 1 29,000.00 1 1,370,000.00 1 1,370,000.00 1 0,595,000.00 1 0,595,000.00 9,805,000.00 9,805,000.00 8,999,000.00 8,999,000.00 8,1 77,000.00 8,1 77,000.00 7,339,000.00 7,339,000.00 6,484,000.00 6,484,000.00 5,612,000.00 5,612,000.00 4,722,O00.O0 4,722,O00.00 3,815,000.00 3,815,000.00 2,889,000.00 2,889,000.00 1,945,000.00 1,945,000.00 982,000.00 982,000.00 0.00 A,s of 311112019 INVESTING IN IOWA'S WATER w.iowasd com TAX EXEMPTION CERTIFICATE THE CITY OF DUBUQUE, IOWA THIS TAX EXEMPTION CERTIFICATE MAdE ANd ENtErCd iNtO ON APTTIl2'2019'bY the City of Dubuque, State of Iowa (the "Issuer")' INTRODUCTION This Certificate is executed and delivered in connection with the issuance by the Issuer of its $16,382,000 Stormwater Management Utility Revenue Capital Loan Note, Series 2019 (the ,,Bonds,,). The Bonds are issued pursuant to the provisions of the Resolution of the Issuer authorizing the issuance of the Bonds. such Resbiution provides that the covenants contained in this Certificate constitute a part of the Issuer's contract with the owners of the Bonds' The Issuer recognizes that under the Code (as defined below) the tax-exempt status of the interest received by thJowners of the Bonds is dependent upon, among other things, the facts, . circumstances, and reasonable expectations of the Issuer as to future facts not in existence at this time, as well as the observance of certain covenants in the future' The Issuer covenants that it will take such action with respect to the Bonds as may be required by the Code, and perlinent legal regulations issued thererurder in order to establish and maintain the tax-exempt status of the Bonds, including the observance of all specific covenants contained in the Resolution and this Certificate. ARTICLE I DEFINITIONS The following terms as used in this Certificate shall have the trteaniugs set forlh below. ,l-he terms defined irithe Resolution shall retain the meanings set forth therein when used in this Certificate. Other terms used in this Certificate shail have the meanings set forth in the Code or in the Regulations. -1 ,,Annual Debt Service" means the principal of and interest on the Bonds scheduled to be paid during a given Bond Year. ,'Bonds" means the $16,382,000 aggtegate principal amount of a Stormwater Management utility Revenue capital Loan Note of the Issuer issued in registered form pursuant to the Resolution ,,Bond counsel,'means Ahlers & cooney, P.C., Des Moines, Iowa, or an attorney at law or a firm of attorneys of nationaliy recognized standing in matters pertaining to the tax-exempt status of interest oo oulgutions issued b-y states and their political subdivisions, duly admitted to the practice of law befori the highest court of any State of the United States of America' "Bond Fund" means the Sinking Fund described in the Resolution' ,,Bond Year,,, as defined in Regulation 1.148-1(b), means a one-year period beginning on the day after expiration of the preceding Bond Year- The first Bond Year shall be the one-year or shoier perioi beginning on the Closing Date and ending on a principal or interest payment date, unless Issuer selects another date' ,'Bond yield', means that discount rate which produces an amount equal to the Issue Price of the Bonds when used in computing the present value of all payments of principal and interest to be paid on the Bonds, using semiannual "o.po,tttding on a360-day year as computed under Regulation 1.t48-4. ''Certificate''meansthisTaxExemptionCerlificate. ',Closing,, means the delivery of the Bonds in exchange for the agreed upon purchase price. "Closing Date" means the date of Closing' ,,Code,, means the Internal Revenue Code of 1986, as amended, and any statutes which replace or suppiement the Internal Revenue Code of 1986' ,,computation Date', means each five-year period from the Closing Date through the last day of the fifth and each succeeding fifth Bond Year' ,,Excess Eamings,' means the amount earned on all Nonpurpose Investments minus the amount which would have been earned if such Nonpurpose Investments were invested at atate equal to the Bond Yield, plus any income attributable to such excess. ,'Final Bond Retirement Date" means the date on which the Bonds are actually paid in full. a-L- ,,Governmental Obligations" means direct general obligations of, or obligations the timely payment cf tfre prirr"iial of a-nd interest on which is unconditionally guaranteed by the United States. ,'Gross Proceeds", as defined in Regulation 1.148-1(b), means any Proceeds of the Bonds and any replacement p.o"""ds (as defined in Regulation 1'148-1(c)) of the Bonds' ,'Gross proceeds Funds" means the Project Fund and any other fund or account held for the benefit of the owners of the Bonds or containing Gross Proceeds of the Bonds except the Bond Fund and the Rebate Fund. ,,Issue price',, as defined in Regulation 1.148-i(b), means the initial offering price of the Bonds to the public (not including bond houses, brokers or similar persons or organizations acting in the capaeity of underwrit"r, o, wholesalers) at which price a substantial amount of the Bonds were sold to ine public. The purchasers have certified the Issue Price to be not more than $ 16,3 82,000. "Issuer" means the City of Dubuque' State of Iowa' ,,Minor Portion of the Bonds", as defined in Regulati on 1.148-2(9), means the lesser of five (5) percent of Proceeds or $100,000. The Minor Portion of the Bonds is computed to be $ 100,000. ,,Nonpurpose Investments" means any investment property wh19h is acquired with Gross Proceeds and is not acquired to carry out the governmental purpose of the.Bonds' and may include but is not limited to U.S. Treasury bonds, corporate bonds, or certificates of deposit' ,,proceeds,', as defined in Regulation 1.148-1(b), means Sale Proceeds, investment proceeds and transferred proceeds ofthe Bonds' ,'project,, means the acquisition, construction, reconstruction, extending, remocleling, improving, l."puiring u"d equipping all or part of the stormwater Management Utility, including land acquisition, eniineering ana "ottsttuction of the Upper Bee Branch Creek Railroad Culverts Project, part of Phase 7 of the Bee Branch Watershed Flood Mitigation Project, also known as the Upper Bee tsranch Creek Restoration Project, as more fully described in the Resoiution' ,,Project Fund" means the fund established in the Resolution' ',purchaser,, means the Iowa Finance Authority, Des Moines, Iowa, constituting the initial purchaser of the Bonds from the Issuer' ,,Rebate Amount" means the amount computed as described in this certificate' ',Rebate Fund,, means the fund to be created, if necessary, pursuant to this Certificate' -) "Rebate Payment Date" means a date chosen by the Issuer which is not more than 60 days follovring each computation Date or the Final Bond Retirement Date' ,,Regulations" means the Income Tax Regulations, amendments and successor provisions promulgated by the Department of the Trear,rry *dtt Sections 103, 148 and 149 of the code' or other Sections of the Code relating to "arbitrage bonds", including without limitation Regulations 1. 1 48-1 through 1. 148- i 1, 1' 1 49(b) -1, 7'I49-d(1)' 1' 1 50-1 and l'150-2' ,,Replacement Proceeds" include, but are not limited to, sinking funds, amounts that are pledged as security for an issue, and amounts that are replaced because of a sufficiently direct nexus to a governmental purpose of an issue' ,,Resolution,, means the resolution of the Issuer adopted on March 1 8, 2019 authorizing the issuance of the Bonds. ,,Sale Proceeds", as defincd in Regulation 1.148-1(b), means any amounts actually or constructively received from the sale of tf,e Bonds, including amounts used to pay underwriter's discount o1. "o*p"rrsation and accrued interest other than pre-issuance accrued interest' "Sinking Fund" means the Bond Fund' ,,Tax Exempt Obligations" means bonds or other obligations the interest on which is excludabre no* tt i grorr"irr.o-e of the owners thereof under Section i03 of the code and include certain regulated investment companies, stock in tax-exempt mutual funds and demand deposit SLGS. ,,Taxable Obligations" means all investment property, obligations or securities other than Tax ExemPt Obligations. ,,Verification Certificate" means the certific ate artached to this Certificate as Exhibit A, establishing that the Purchaser will not reoffer or sell the Bonds to the public' ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS The Issuer hereby certifies, represents and agrees as follows: (a) The undersigned officer of the Issuer along with other officers of the Issuer, are chargedwith the responsibility of issuing the Bonds' -4 (b) This Certificate is being executed and delivered in part for the purposes specified :.- Q^^+:^- 't 1AQ.(h\(?) nf the Resulations and is intended (among other purposes) to establish Ill L)guLlurl I ' rro-z\u/\L) vt LLtv reasonable expectations of the Issuer at this time' (c) The Issuer has not been notified of any disqualification or proposed disqualification of ii by the commissioner of the Internal Revenue Service as a bond issuer wnicn may certify bond issues under Section 1.14S-2(bX2) of the Regulations' (d) The certifications, representations and agreements set forlh in this Article II are made on the basis of the facts, estimates and circumstances in existence on the date hereof' including the following: (1) with respect to amounts expected to be received from delivery of the Bonds, amounts ""i""if' received, (2) with respect to payments of amounts into various funds or accounts, review of tn. autholizations or directions for such payments made by the Issuer pursuant to the Resolution and this Cerlificate, (3) with respect to the Issue Price' the certifications of the purchaser as set forth in the verification certiftcate, (4) with respect to expenditure of the proceeds of the Bonds, actual expenditures and reasonable expectations of the Iszuer as to when the proceeds will be spent for purposes of the Project, (5) with respect to amounts reasonably required in a reserve fund, the expectations of the Issuer as to amounts ,r"..r.u.y to provide foi unforeseen financial difficulties, and (6) with respect to Bond Yield' review of the Verification Certificate. The Issuer has no reason to believe such facts, estimates or circumstartces are untrue or incomplete in any materialway. (") To the best of the knowledge and belief of the undersigned officer of the Issuer, there are no f'acts, estimates or circumstances that would materially change the representations' certifications or agreements set forth in this Certificate, and the expectations herein set out are reasonable. (0 No arrangement exists under which the payment of principal or interest on the Bonds would be directly or indirectly guaranteed by the United States or any agency or instrumentalitY thereof. (g) After the expiration of any applicable temporary periods, and-excluding investments in a bona fide iebt service fund -o, ,.r"tu. fund, not more than five percent (5%) of the proceeds of the Bonds will be (a) used to make roans which are guaranteed by the United states or any ug"n"y or instrumentaiity thereof, or (b) invested in federally insured deposits or accounts. (h) The Issuer will file with the Internal Revenue Service in a timely fashion Form 8038-G, Information Retum for Tax-Exempt Governmental Obligations, with respect to the Bonds and such other reports required to compry with the code and applicable Regulations. (i) The Issuer will take no action which would cause the Bonds to become "private activity bonds,, as defined in Section 1ai(a) of the c99", including any use of the Proiect by any person other than u gou.t"-ental unit if sucfr use will be as other than a member of the generai -5- public. None of the proceeds of the Bonds will be used directly or indirectly to make or finance io*, to any person other than a governmental unit' 0) The Issuer will make no change in the nature or purpose of the Proiect except as provided in Section 6.1 hereof. (k) h,xcept as provided in Section 6.1 hereof, the Issuer will not establish any sinking fund, bond fund, reserve iund, debt service fund or other fund reasonably expected to be used to pay debt service orrrhe Bonds (other than the Bond Fund), exercise its option to redeem Bonds prior to maturity or effect a refunding of the Bonds' (1) No bonds or other obligations of the Issuer (1) were sold in the 15 days preceding the date of sale of the Bonds, (2) were sold or will be sold within the 15 days after the date of sare of the Bonds, 1i; trave been derivered in the past 15 days or (4) will be delivered in the next 15 days pursuant to a common plan of financing lor the issuance of the Bonds and payable out of substantially the same source of revenues' (m) None of the proceeds of the Bonds will be used directly or indirectly to replace funds of the lssuer used directly or indirectly to acquire obligations having a yield higher than the Bond Yield. (n) No portion of the Bonds will be issued for the purpose of investing such portion at a higher yield than the Bond Yield. (o) The Issuer does not expect that the Proceeds of the Bonds will be used in a manner that would cause them to be "arbitrage bonds" as defined in Section 148(a) of the Code The Issuer does not expect that the Proceeds of the Bonds wiil be used in a manner that would cause the interest on th. Bonds to be includable in the gross income of the owners of the Bonds under the Code. The Issuer will not intentionally use any portion of the Proceeds to acquire higher yielding investments. (p) The Issuer will not use the Proceeds of the Bonds to exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage' (q) The Issuer has not issued more Bonds, issued the Bonds earlier, or allowed the Bonds to remain orrtr,*ding longer than is reasonably necessaly to accomplish the governmental purposes of the Bonds. G) The Issuer has not employed a device in corurection with the issuance of the Bonds to obtain amateialfinancial advantage (based on arbitrage) apart from savings attributable to lower interest rates. The Issuer will not reahze any material financial advantage 6ffi";;ili*g" ot otherwise) in connection with the issuance of the Bonds, or in connection *ltn *y transaction or series of transactions connected with the issuance of the Bonds, apaft from savings attributable to lower interest rates' -6- (s) The Bonds will not be Hedge Bonds as described in Section 1a9(g)(3) of the Code because the Issuer *urorruuty expects that"it vrill meet the Expenditure Test set forth in Section Z.Sfi>hereof and that not more than 50o/o of the Proceeds will be invested in Nonpurpose Investments having a substantially guaranteed yield for four oI more yeafs' Sale Proceeds received at closing are expected to be deposited and expended as follows: (a) $96,910.00 representing costs of issuing the Bonds and the Initiation Fee for the Loan will be used within six months of the Closing Date to pay the costs of issuance of the Bonds (with any excess remaining on deposit in the Project Fund); and (b) $16,285,090.00 will be deposited into the Project Fund and will be used together withearningsthereontopaythecostsoftheProjectandwillnotexceedthe amount,,"".,,u,y to accomplish the governmental putposes of the Bonds. S2. -)SE The Issuer is issuing the Bonds to pay costs of acquisition, construction' reconstructlon, extending, remodeling, imfroving, repairing and equipping all or part of the Stormwater Management Utilitf In"i,raittg laiid acquisilion,engine-eriirg and construction of the Upper Bee Branch Creek Raiiroad Culverts Projeci, part of Phase 7 of the Bee Branch Watershed Flood Mitigation Project, also known as the upper Bee Branch creek Restoration Proiect" The Bonds are considered to be govemmental bonds, not subject to the provisions of the alternate minimum tax. Proceeds of thJBonds will be used for the purpose of paying costs of construction of certain improvements and extensions to the Ston'water Management Utility System of the city, including those costs associated with the upper Bee Branch creek Railroad Culverts project, part of Phaie 7 of the Bee Branch Watershed Flood Mitigation Project' also known as the Upper Bee Branch creek Restoration project. All of the financed facilities are owned by the city and are expected to be used by the pubric genera[y, incruding industrial users. There are no contractual arangements or agreements between the City and any contributing industry using the Stormw aterManag.*"ni Utility System, and there are no other lease' management contract or other similar arangements wiJh respect to the Stormwater Management Utility System. No other charges o, puy-",its will be imposed or paid to the City by any user of the Stormwater Management fJtility -system beyond those mandated by ordinance' No amount of proceeds of the Bonds is to be used directly or indirectly to make or finance loans to persons other than governmental units' -7 - for (a\ Time Test. Not later than six months after the Closing Date, the Issuer will incur a substar.Y/id biffi;ffig",i"" i" a third party to expend at least 5o/o of the net Sale Proceeds of the Bonds. (b) Expenditure Test. Not less than 85% of the net Sale Proceeds will be expended for Project costs, in.GAng ttt" oimbursement of other funds expended to date, within a three- year temporary period from the Closing Date' (c) Due Diligence Test. Not later than six months after Closing, work on the Project will have "o--"rr""d un-d *ill proceed with due diligence to,completion' (d) proceeds of the Bonds representing less than six months accrued interest on the Bonds will be spent within six months oithis date to pay interest on the Bonds, and will be invested without restriction as to yield for a temporary period not in excess of six months. d2.6 (a) proceeds of the Bonds will be held and accounted for in the manner provided in the Resolution. The Issuer has not and does not expect to create or establish any other bond fund, reserve fund, or similar fund or account for the Bonds. The Issuer has not and will not pledge any moneys or Taxable Obligations in order to pay debt service on the Bonds or restrict the use of such moneys or Taxable Sbligations so as to give reasonable assurances of their availability for such Purposes. (b) Any monies which are invested beyond a temporary period are expected to constitute less than u *ujot portion of the Bonds or to be restricted for investment at a yield not greater than one-eighth of one percent above the Bond Yield' (c) The Issuer has established and will use the Bond Fund primarily to achieve a proper,.rrut"hing of revenues and debt servioe within each Bond Ycar and the Issuer will apply -or"y, deposited into the Bond Fund to pay the principal of and interest on the Bonds' Such Fund will be depletecl at least once each Bond Year except for a reasonable calryover amount' The carryover amount will not exceed the greater of (1) one year's earnings on the Bond Fund or (2) one-twelfth of Annual Debt Service. The Issuer will spend moneys deposited from time to time into such fund within 13 months after the date of deposit. Revenues, intended to be used to pay debt service on the Bonds, will be deposited into the Bond Fund as set forth in the Resolution. The Issuer will spend interest earned on moneys in such fund not more than 12 months after receipt. Accordingly, the Issuer will treat the Bond Fund as a bona fide debt selice fund as defined in Regulation i.148-1(b)' Investment of amounts on deposit in the Bond Fund will not be subject to arbitrage rebate requirements as the Bonds meet the safe harbor set forth in Regulation 1.148-3(k), because the uuirug" annual debt ser-vice on the Bonds will not exceed $2,500,000' 8- (c1) The Minor portion of the Bonds will be invested without regard to yield. Section 2.7 Pertaining to Yields (a) The purchase price of all Taxable Obligations to which restrictions apply under this Certificate as to investment yield or rebate of Excess Eamings, if any, has been and shall be calculated using (i) the price taking into account discount, premium and accrued interest, as applicable, actually p"ia "t (ii) the fair market value if less than the price actually paid and if such raxabre obligations were not purchased directly from the united States Treasury. The Issuer will acquire all such raxable obligations directly from the United States Treasury or in an arm,s lenglh transaction without regard tJ any amounts paid to reduce the yield on such raxable Obligations. The Issuer will not pay or permit the payment of any amoynts (other than to the United States) to reduce the yield on u.ry Taxable obrigations. obligations pledged to the payment of debt service on tire Bonds, after they have been acquired by the Issuer will be treated as though they were acquired for their fair market value on the date of such pledge or deposit' (b)Qualifiedguaranteeshavenotbeenusedincomputingyield' (c) The Bond Yield has been computed as not less than 1'7500 percent' This Bond yield has been computed on the basis of a purchase price for the Bonds equal to the Issue Price. Sale proceeds of the Bonds will be held and accounted for in the manner provided in the Resolution. The Issuer will maintain adequate records for funds created by the Resolution and this Certificate including all deposits, witlidrawals, transfers from, transfers to, investments' rei'vestments, salcs, p,ri"t ur"r, redemptions, liqgidations and use of money or obligations until six years after the Final Bond Retirement Date' S 3.2 Rebate ARTICLE III REBATE Fund (a) in the Resolution, the Issuer has covenanted to pay to the United States the Rebate Amount, an amount equal to the Excess Earnings on the Gross Proceeds Funds, if any, at the times and in the manner required or permittea ana subject to stated special rules and allowable exceptions or exemPtions. (b) The Issuer may establish a fund pursuant to the Resolution and this Certificate which is herein referred to as the Rebate Fund. The Issuer will invest and expend amounts on deposit in the Rebate Fund in accordance with this certificate. -9 - (c) Moneys in the Rebate Fund shall be held by the Issuer or its designee and, subject to Sections 3.4, 3.5 *a e I hereof, shall be held for future payment to the united States as contemplated under the provisions of this certificate and shall not constitute part of the trust estate held for the benefit of the owners of the Bonds or the Issuer' (d) The Issuer wi1pay to the United States from legally available money of the Issuer (whether or not such available money is on deposit in any fund or account related to the Bonds) )ny amount which is required to be paid to the United States. The Issuer reasonably expects that the Bonds are eligible for one or more exceptions from the arbitrage rebate rules set fortir ln the Regulations. If the Bonds are ineligible, or become ineligible, for an exception to the nbitrage rebate rules, the Issuer will comply with the pro,ririorr. of this AJi"f" 1II. A description of the applicable rebate exception is as follows: . Election to Treat as Construction Bonds' The Bonds qualify as a "construction issue" as defined in Section 148(0(4XC)(vi) of the code. The Issue'Juro"uurv expects that more than75 percent of the "available construction proceeds,, (,,ACP,') of the glndi as defined in Section f+S(0(+XC)(vi) of the Code, will be used for construction expenditures urri thut not less than the following percentages of the available constmction proceeds willbe spent within the following periods: -) 1) 2) 3) 4) 10 percent spent within six months of the Closing Date; 45 percent spent within one year of the Closing Date; 75 percent spent within eighteen months of the closing Date; 10d percent spent within two years of the Closing Date (subject to 5 percent retainage for not more than one year)' In any event, the Issuer expects that the 5olo reasonable retainage will be spent within a three-year period beginning on the Ciosing Date. A failure to spend an amount that does not exceed the 'l"rr., of G) Zy"of tfr" issue priJe or (ii) $250,000, is disregarded if the Issuer exercises due diligence to complete the Project' . Election with respect to future earnings pursuant to Section i.148-7(0(2) of the Regulations, the Issuer elects to use actual investment eamings of the ACP in determining compliance with the above schedule' If the Issuer fails to meet the foregoing expenditure schedule, the Issuer shall comply with the arbitrage rebate requirements of the Code' on -10- (a) As soon after each Computation Date as practicable, the Issuer shall, if necessafy, calcuiate and determine the Excess Eamings on f-he Gross Proceeds Funds (the "Rebate Amount,,). All calcuiations and determinalions with respect to the Rebate Amount will be made on the basis of actual facts as of the Computation Date and reasonable expectations as to future events. (b) If the Rebate Amount exceeds the amount cunently on deposit in the Rebate Fund, the Issuer may deposit an amount in the Rebate Fund such that the balance in the Rebate Fund after such deposit equals the Rebate Amount. If the amount in the Rebate Fund exceeds the Rebate a-orrt, trre Issuer may withdraw such excess amount provided that such withdrawal can be made fiom amounts originally transferred to the Rebate Fund and not from earnings thereon, which may not be tran-sfened, and only if such withdrawal may be made without liquidating investments at a loss' (a)oneachRebatePaymentDate,thelssuerwillpaytotheUnitedStatesatleast ninety percent (g0r/; of rn. Rebate Amount less a computation credit of $ 1,000 per Bond Year for which the PaYment is made' It is expected that the Bond Fund described in the Resolution and Section 2.6(c) of this certificate wilr be treated as a bona fide debt service fund as defined in Regulation 1' 148-1(b)' As such, any amount earned during a Bond Year on the Bond Fund and amounts earned on such amounts, if ailocateJ to the Bond Fund, will not be taken into account in calculating the Rebate Amount for the reasons outlined in Section 2.6(c) hereof. However, should the Bond Fund cease to be treated as a bona fide debt service fund, the Bond Fund wil become subject to the rebate requirements set forth in Section 3'4 hereof' Date. .t. / 6 (a)ImmediatelyuponatransfertotheRebateFund,thelssuermayinvestallamounts in the Rebate Fund not already invested and held in the Rebate Fund, to the extent possible' in (1) SLGS, such investments to be made at a yield of not more than one-eighth of one percent above the Bond yield, (2)-r.axExempt obligations, (3) direct obligations of the united states or (4) certificates of a.po.it of urry bank o,. ,uuLg' and loan association' All investments i' the Rebate Fund shall be made to mature not later than the next Rebate Payment Date' (b)IfthelssuerinvestsinSLGs,thelssuershallfiletimelysubscriptionformsfor such securities (if required). To the extent possible, amounts received from maturing sLGS shall be reinvested imm#;t"iti" zero yield sics maturing on or before the next Rebate Payment - 11- (b) The Issuer will pay to the United States not later than sixty (60) days after the Final Bcnd Retirement Date ali the rebatable arbitrage as of such date and any income attributable to such rebatable arbrtrage as described in Regulation 1 .148-3 (f)(2). (c) If necessary, on each Rebate Payment Date, the Issuer will mail a check to the Internal Revenue service -Center, ogden, UT 84201. Each payment shall be accompanied by a copy of Form g038-T, Arbitrage Rebate, fiIed with respect to the Bonds or other information ,"pottittg form as is required to comply with the Code and applicable Regulations' Section 3.8 Records (a) The Issuer will keep and retain adequate records with respect to the Bonds' the Gross proceeds Funds, the Bond Fund and the Rebate Fund until six years after the Final Bond Retirement Date. Sucir records shall include descriptions of ail calculations of amounts transferred to the Rebate Fund, if any, and descriptions of all calculations of amounts paid to the United States as required by this Cerlificate. Such records will also show all amounts earned on moneys invested in such funds, and the actualdates and amounts of all principal, interest and redemption premiums (if any) paid on the Bonds' (b) Records relating to the investments in such Funds shall completely describe all transferi, deposits, disbursements and earnings including: (i) a complete list of all investments and reinvestments of amounts in each such Fund including, if applicable, purchase price, purchase date, type of security, accrued interest puid, int.t"st rate, dated date, principal amount, date of maturity, interest payment dates, date of liquidation, receipt upon liquidation, market value of such investment on the Final Bond Retirement Date if held by the Issuer on the Final Bond Retirement Date, and market value of the investment on the date pledged to the payment of the Bonds, or the Closing Date if different from the purchase date. (ii) the amoult a1d source of cach payment to, and the amount, putpose and payee of each payment from, each such Fund' 3.9 ts The Issuer hereby agrees to pay to the United States from legally available money of the Issuer (whether or not such available money is on deposit in any fund or account related to the Bonds) any amount which is required to be paid to the united States, but which is not available in a fund related to the Bonds for transfer to the Rebate Fund or payment to the united States. -12- ARTICLE IV INVESTMENT RESTRICTIONS S 4.1 A of hibited P ts The Issuer will not enter into any transaction that reduces the amount required to be deposited into the Rebate Fund or paid io the united States because such transaction results in a smallet profit or ariga loss than would have resulted if the transaction had been at arm's length and had the Bond yie-iA not been relevant to either party. The Issuer will not invest or direct the investment of any funds in a manner which reduces an amount required to be paid to the United States because such transaction results in a small profit or larger loss than would have resulted if the transaction had been at arm's length and had the Bond Yield not been relevant to the Issuer' In particular, notwithstanding anything to the contrary contained herein or in the Resolution, the Issuer wiil not invest or direct the investment of any funds in a manner which would violate any provision of this Article IV. (a) The Issuer will not purchase or direct the purchase of Taxable Obligations for more than the then available market price for such Taxable obligations. The Issuer will not sell, liquidate or direct the sate or liquidaiion of raxable obligations for less than the then available market price. (b) For purposes of this Certificate, United States Treasury obligations purchased directly from the rrnitea States Treasury witl be deemed to be purchased at the market price. D 4 t -'t (a) Notwithstanding anything to the contrary contained herein or in the Re9olutiol.. the Issuer will invest or direct the investment of funcls on deposit in the Gross Proceeds Fund, the Bond Fund, and the Rebate Fund, in a cerlificate of deposit of a bank or savings bank which is permitted by law and by the Resolution only if (i) the price at which such certificate of deposit is purchased or sold is the bona fide bid price quoted by a dealer who maintains an active secondary market in certificates of deposit olthe same type or (2) if there is no active secondary market in such certificates of deposit, the certificate of deposit must have a yield (A) as high or t iglr", than the yield on.o-purubie obligations traded on an active secondary market, as "#in"a by a dealer who maintains such a market, and (B) as high or higher than the yield available on comparabie obligations of the united States Treasury' (b) The certificate of deposit described in part 2(A) of par agtaph a 3@) above must , be executed by a dealer who maintuirs un active secondary market in comparable certificates of deposit and must be based on actual trades adjusted to reflect the size and term of that certificate of deposit ancl the stability and reputation of the bank or savings bank issuing the certificate of deposit. - 13 - to The Issuer will invest or direct the investment of funds on deposit in the Gross Proceeds Funds, the Bond Fund, and the Rebate Fund pursuant to an investment contract (including a repurchase agreementjonly if all of the following requirements are satisfied: (a) The Issuer makes a bona fide solicitation for the purchase of the investment. A bona fide solicitation is a solicitation that satisfies all of the following requirements: (1) The bid specifications are in writing and are timely forwarded to potential Providers. (2) The bid specifications include all material terms of the bid. A term is mateiial if it may directly or indirectly affect the yield or the cost of the investment. (3) The bid specifications include a statement notifying potential providers that submission oi a bid is a representation that the potential provider did not consult *ittru"V other potential provider about its bid, that the bid was determined withouiregard to any other formal or informal agreement that the potential provider hls with the issuer or any other person (whether or not in connection with the Bonds), and that the bid is not being submitted solely as a courlesy to the issuer or any oih", p.rron for purposes of satisfying the requirements of paragraph tiltolciiotg)(1) or (2) ot section 1.148-5 of the Regulations. (a) The terms of the bid specifications are commercially reasonable' A term is commercially reasonable if there is a legitimate business purpose for the term other than to increase the purchase price or reduce the yield of the investment. (5) For purchases of guaranteed investment contracts only, the terms of the solicitation take into account the Issuer's reasonably expcctcd deposit and drawdownschedulefortheamountstobeinvested. . (6) All potential providers have an equal opportunity to bid and no potential providei is given the opportunity to review other bids (i.e., a last look) before Providing a bid. (7) At least three reasonably competitive providers are soiicited for bids. A reasonably competitive provider is a provider that has an established industry reputation u, u "ornp.titive provider of the type of investments being purchased' (b) The bids received by the Issuer meet all of the following requirements: (1) The Issuer receives at least three bids from providers that the Issuer solicited under a bona fide solicitation meeting the requirements of paragraph (d)(6)(iii)(A) -14- of section 1.14g-5 of the Regulations and that do not have a material financial interest in the issue. A leadirnderwriter in a negotiated underwriting transaction is deemed to have amaterialfinancial interest in the issue until 15 days after the issue date of the issue. In addition, any entity acting as a financial advisor with ,"rp"* ro ih. p*.huse of the investment at the time the bid specifications are forwardecl to potential providers has a material financial interest in the issue' A provid"r that is a related parly to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue. (2)^tleastoneofthethreebidsdescribedinparagraph(dX6Xiii)(B)(1)of section 1.14g-5 of the Regulations is from a reasonably competitive provider, withinthe meaning of paragraph (d)(6Xiii)(AX7) of section 1'148-5 of the Regulations. (3) If the Issuer uses an agent to conduct the bidding process, the agent did not bid to Provide the investment' (c) The winning bid meets the following requirements: (l) Guaranteed investment contracts. If the investment is a guaranteed investment "orr*| the winning bid is the highest yielding bona fide bid (determined net of anY broker's fees)' (2) Other investments. If the investment is not a guaranteed investment_contract, the winning bid is the lowest cost bona fide bid (including any broker's fees)' (d)Theprovideroftheinvestmentsortheobligorontheguaranteedinvestment contract certifies the administrative costs that it pays (or expects to pay, if any) to third parties in connection with supplying the investment' (e) The Issuer will retain the following records with the bond documents utrtil three y"urc ufto the last outstanding bond is redeemed: (1) For purchases of guaranteed investment contracts, a copy of the contract' and fbr purchases of investments other than guaranteed investment contracts, the purchase agreement or confirmation' (2) The receipt or other record of the amount actually paid by the Issuer for the investments, including a record of any administrative costs paid by the Issuer, and the ceftification under paragtaph(d)(6xiiixD) of section 1'148-5 of the Regulations. (3) For each bid that is submitted, the name of the person and entity submitting the bid,thetimeanddateofthebid,andthebidresults. -15- (a) 'l'he bid solicitation form and, if the terms of the purchase agreement or the guaranteed investment contract deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the PurPose for the deviation' (5) For purchases of investments other than guaranteed investment contracts, the cost of the most efficient portfolio of State and Local Government Series Securities, determined atinetime that the bids were required to be submitted pursuant to the terms of the bid specifications' Section 4.5 Records The Issuer will maintain records of all purchases, sales, liquidations, investments, reinvestments, redemptions, disbursements, deposits, and transfers of amounts on deposit' S 4.6 to be sal All investments required to be made pursuant to this Certifichte shall be made to the extent permitted by law. in the event that any such investment is determined to be ultra vires, it shall be liquidated and the proceeds thereof shall be invested in a legal investment, provided that prior to reinvesting s.r"h pr*"eds, the Issuer shall obtain an opinion of Bond Counsel to the effect that such reinvestment will not cause the Bonds to become arbitrage bonds under Sections 103, 148, 149, or any other applicable provision of the Code' ARTICLE V GENERAL COVENANTS The Issuer hereby covenants to perform all acts within its power necessary to ensure that the reasonable expectations set forth in Article II hereof will be rearrzed' The Issuer reasonably expects to comply with all covenants contained in this Certificate' ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS 6. The various provisions of this certificate need not be observed and this certificate may be amended o, ,rrppt.ri"nted at any time by the Issuer if the Issuer receives an opinion or opinions of Bond counsel that the failure to comply with such provisions will not cause any of the Bonds to become ,,arbitrage bonds,, under the iode and that the terms of such amendment or supplement wilr not cause any of the Bonds to become "arbitrage bonds" under the code, or otherwise cause -16- interest on any of the Bonds to become includable in gross income for federal income tax purposes. 6 The Issuer hereby covenants to make, execute and enter into (and to take such actions, if any, aS may be ,r.."rrury to enable it to do so) such agreements as may be necessary to comply with arry "hu.g., in law or regulations in order to preserve the tax-exempt status of the Bonds to the extent that it may lawfuUy ao so. The Issuer fufther.covenanis (1) to impose such limitations on the investment o.,rr. of moneys or investments related to the Bonds, (2) to make such payments to the united States Treasury, (3) to maintain such records, (4) to perform such caiculations, and (5) to perform such other lawful acts as may be necessary to preserve the tax- exempt status of the Bonds. Section 6.3 Amendments Except as otherwise provided in Section 6.1 hereof, all the rights, powers, duties and obligations of the Issuer shail be irrevocable and binding upon the Issuer and shall not be subject to amendment or modification by the Issuer' -17 - IN WITNESS WHEREOF, the Issuer has caused this certificate to be executed by its duly authorized officer, all as of the day first abo've written' Director, City of Dubuque, (sEAL) B State of Iowa -18- EXHIBIT A VERIFICATION CERTIFI CATE OF THE PURCHASER The undersigned Executive Director of the Iowa Finance Authority (the "Purchaser"), hereby certifies as follows: 1. The Purchaser and the City of Dubuque, Iowa (the "Issuer"), have entered into aLoan and Disbursement Agreement (the "Agreement"), providing for the purchase of a $16,382,000 Stormwater Management Utility Revenue Capital Loan Note of the City dated as of the date of delivery (the "Notes"). 2. The Agreement is in full force and effect and has not been repealed, rescinded or amended. 3. The Purchaser hereby confirms that the Notes were purchased at par and will not be reoffered to the public, the terms of purchase being as follows: Principal Amount Issued Principal Amount Sold Interest Rate Price (% of par) (do not include accrued interest) $16,382,000 None t.75%t00% IN WITNESS WHEREOF, the Purchaser hqppaused executed by its duly authorized officer this 7&{\ day this Verification Certificate to be of 4a" rl ,2org. IOWA FINANCE AUTHORITY VC By I we,theundersignedcityofficials,doherebycertifythatwearetheofficers,respectively below indicated, of u roini"ipal corporation in the State of Iowa, known as the City of Dubuque' Iowa; that in pursuance of th" provisions of Sections 384'84A, Code of Iowa, there have been heretofore lawfully aathorizeiand this day by us law^fully executed, issued, caused to be registered and authenticated unJ d"liu".ed one fully iegistered Stormrvater Management Utility Revenue Capital Loan Note, Series 20Ig ,of said City"of Dubugl:, Iowa, in the amount of $ 1 6'3 82'000' dated the date of delivery, bearing intlrest at the iate of I .l i% per annum set forth on the Debt Service Schedule attached hereto and incorporated herein by this reference' The Note has been executed with the manual signature of the Mayor and the manual signature of the Clerk of said City' The Note has been delivered to: Iowa Finance Authority of Des Moines' Iowa' and has been paid for in accordance with the tems of the contract of sale and at a price of par' we further certify that no controversy or litigation is pending, playt or threatened involving the incorporation, organization, existence o.torrnduiies of the City, or the titles of the undersigned officers to their respective positions, or the validity of the Note, or the pledge of the Net Revenues of the Stormwater Manag"**t Utility System, (the;'System"), to the payment of the Note or the power and duty of the city to construct, own and operate its System as a revenue producing undertaking and to provide, charge and apply adequate rates and charges for the full and prompt payment of the principal and interesi oriir" Not., and that none of th. proceedings or authority for the issuance of the Note has been repealed, revoked, rescinded, or modified in any manner' WefurthercertifythateachoftheofficerswhosesignaturesappearontheNotewerein occupancy and possession of their respective offices at the time the Note was executed and do hereby udopt and affirm their signatures appearing in the Note' We further certify that the present financial condition of the City is as follows: Total Stormwater Management Utility Revenue bonded indebtedness, including above-mentioned Stormwater Management UtilitY Revenue Capital Loan Note 5q/Lfle.)8lK All other indebtedness of anY kind, payable from Stormwater Management Utility Revenues $ $ 1 1 IN WITNESS I An dav or we have hereunto affixed our hands at Dubuque, Iowa, this 2019 Mayor City Clerk B (sEAL) o1s70270-l\10422-198 I, the undersigned, being first duly swolal, do hereby depose and certify that i am the duly appointed, qualifie&In d actingVlerk of ihe City of Dubuque, Iowa, and that as such Clerk I have d;y possession or have u"""r, to the complete corporate records of said City and of its City Council and officials, and that I have carefully compared the transcript hereto attached with the aforesaid corporate records and that said transcript hereto attached is a true and complete copy of all the corporate records in relation to the atrthotizatton, issuance and disposition of a $16,382,000 Stormwater Management utility Revenue capital Loan Note, Series 2019, of said City dated the date of delivery,**d thut said transcript hereto attached contains a true and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time, in relation to the authorization, issuance and disposition of said i.lote, and that suia iiiy council consists of a Mayor and six (6) council Members, and that said ;fn;;, were duly and Lwfully filled by the individuals listed in the attached transcript as of the dates and times referred to therein. I further certify that said City is and throughout the period of said proceedings has been governed under the lr4ayor/council form of municipal government authorized by chapter 372, bode of Iowa, under the provisions of its chafter as recorded with the Secretary of State' I further certify that all meetings of the City Council of said City at which action was taken in connection with said Note were open to the public at all times in accordance with a notice of meeting and tentative agenda, u.opy of which was timely served on each member of the City Counciiand was duly given at leasitwenty-four hours prior to the commencement of the meetin! by notification of the communications media having requested such notice and posted on a bulletin board or other prominent place designated for the purpose and easily accessible to the public at the principal offi". of the City Council all pursuant to the provisions and in accordance with the "onditiors of the local rules of the City Council and Chapter 21, Code of Iowa. I further certify that no City officer or employee has any interest in the contract for the saie of the Note or iy ^utt", inciiental thereto, according to my best knowledge and belief' S my hand and the seal of the City hereto attached this /ffi day or 2019, at Dubuque, Iowa. City C ty State of Iowa (sEAL) 1 Finally, the below stated officers whose signatures appear hereafter are-now the duly qualified and-actingoffrcials of the city, possessed of the offices as designated below, to-wit: Mayor Roy Buol il, Signature) Clerk Kevin Firnstahl (Original Signature) Budget/Finance Director Jenny (Original Signature) STATE OF IOWA COUNTY OF DUBUQUE Subscribed and sworn to before me by Roy Buor, Kevin Firnstahr and Jenny Larson on this I day of \- ) )SS\ .2019 L Cornmtssron Number 71 9986 My Commission Notary Public in and for Dubuque CountY, Iowa 3,1# (sEAL) "l 01s70268-l\10422-198 REGISTBRED Certificate No. 1 REGISTERED Principal Amount $16,382'000 UNITED STATES OF AMBRICA STATB OF IOWA COUNTY OF DUBUQUB CITY OF DUBUQUE STORMWATBR MANAGEMENT UTILITY REVENUE CAPITAL LOAN NOTE SERIES 2019 Inte Rate Final Ma Date Note Date 1.750h June 1,2040 April 12,2019 The City of Dubuque, Iowa, a rnunicipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "lssuer"), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to IOWA FINANCE AUTHORITY or registered assigns. the principal sum of SIXTEEN MILLION THREE HUNDRED E,IGHT TWO THOaSAND DOLLARS in lawful rnoney of the United States of America, on the maturity dates and in the principal amounts set forth on the Debt Service Schedule attached hereto and incorporated herein by this reference, with interest on saicl sum from the date of each advancement made ttnder a cerlain Loan and Disbursement Agreement dated as of the date lrereof until paid at the rate of 1.75Yo per annllm, payable on June 1,2019,anc1 semi-annually thereafter on the 1st day of June and December in each year. As set fofth on said Debt Service Schedule, principal shall be payable on June 1,2021 and annually thereafter on the first day of June in the amounts set forlh therein until principal and interest are fully paid, except that the final installment ofthe entire balance ofprincipal and interest, ifnot sooner paid, shall becolne due and payable on June 1,2040. Notwithstanding the foregoing or any other provision hereof, principal and interest shall be payable as shown on said Debt Service Schedule r,rntil completion of the Project, at which time the final Debt Service Schedule shall be determined and attached hereto based upon actual advancements, final costs and completion of the project, all as provided in the administrative rules governing the Iowa Water Pollution Control Works Financing program. Payinent of principal and interest of this Note shall at all tirnes conform to said Debt Service Schedule and the rules of the lowa Water Pollution Control Works Financing Program. Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day of the month next preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. This Note is issuecl pllrsllant to the provisions of Section 384.B4Aof the Code of lowa, for the purpose of paying costs of acqr,risition, construction, reconstruction, extending, remodeling, improving, repairing and "q.ilpiltrg all or parl of the Stonnwater Management Utility, including land acquisition, engineering and consiiuction of the Upper Bee Branch Creek Railroad Culverts Project, part of Phase 7 of the Bee Branch Watershed Flood Mitigation Project, also known as the Upper Bee Branch Creek Restoration Project, and evidences amounts payable under a ceftain Loan and Disbursement Agreement dated as of the date liereof, in conformity to a Resolgtion of the City Council of the City duly passed and approved. For a complete statement of the revlnues and funds from which and the conditions under which this Note is payable, a statement of the conditions under which additional notes or bonds of equal standing may be issued, and the general covenants and provisions pLlrsllant to which this Note is issued, reference is made to the above-described Loan and Disbursernent Agreement and Resolution. This Note is subject to optional redernption at a price of par plus accrlted interest (i) on any date upon receipt of written consent of the Iowa Finance Ar,rthority or (ii) in the event that all or substantially all of the project is damaged or destroyed. Any optional redernption of this Note may be rnade from any funds regardless of source, in whole or from time to time in par1, in inverse order of maturity, by lot by giving thirty (30) days'notice of redemption by certified or registered mail, to the Iowa Finance Ar-rthority (or any other registered owner of the Note). This Note is also subject to mandatory redernption as set forth in Section 5 of the Agreernent. Ownership of this Note may be transferred only by transfer r:pon the books kept for such purpose by the Budget/Finance Director, City of Dubuque, Iowa the Registrar. Such transfer on the books shall occur only Llpon presentation and surrender of this Note at the office of the Registrar, together with an assignrnent duly executed by the owner hereofor his duly authorized attorney in the fonn as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Noteholders of such change. AllNotes shall be negotiable as provided in Article 8 of the Unifonn Commercial Code and subject to the provisions for registration and transfer contained in the Resolution. This Note and the series of which it forms apaft, other obligations ranking on a parity therewith and any additional obligations which may be hereafter issued and outstanding from time to time on a parity with said Notes, as provided in the Resolution and Loan and Disbursement Agreement of which notice is hereby given and which are hereby made a part hereof, are payable from and secured by a pledge of the Net Revennes of the municipal stormwater management utility system (the "System"), as defined and provided in said Resolution. There has heretofore been established and the City covenants and agrees that it will maintain just and equitable rates or charges for the use ofand service rendered by said Systern in each year for the payment of the proper and reasonable expenses of operation and maintenance of said System and for the establishment of a sufficient sinking fund to meet the principal of and interest on this series of Notes, and other obligations ranking on a parity therewith, as the same becorne due. This Note is not payable in any manner by taxation and under no circumstances shallthe City be in any manner liable by reason of the failure of said Net Revenues to be sufficient for the payment hereof. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be perfonned precedent to the lawful issue of this Note, have been existent, had, done and performed as required by law. lN TESTIMONY WHEREOF. said City by its City Council has caused this Note to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of said City irnpressed hereon, and authenticated by the manual or facsirnile signature of an authorized representative of the Registrar, the Budget/Finance Director of the City of Dubuque, [owa, all as of the day of 2019 Date of authentication CITY OF DUBUQUE, STATE OF IOWA This is one of the Notes described in the withrn mentioned Resolution, as registered by the Budget/Finance Director Mayor BUDGET/FINANCE DIRECTOR, Registrar ATTEST By: Authorized Signature Registrar and Transfer Agent: Budget/Finance Director Paying Agent: Budget/Finance Director By: By: City Clerk (sEAL) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No.the within Note and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GU IMPORTANT - READ CAREFULLY The signature(s) to this Power must corespond with the as written upon the face of the certificate(s) or Note(s) in every particular without or any change whatever. Signature guarantee must be provided procedures of the Registrar and Transfer Agent. the prevailing standards and and procedures may require that participate in a OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee is a(n): Individual* Partnership *If the Note is in the names of multiple individual owners, the names of all such owners and one security number must be provided. abbreviations, when used in the inscription on the face of this Note, shall be written out in full according to applicable laws or regulations: - as tenants in common ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA LrNIF 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 Corporation Trust Estimated Amortization Schedule City of Dubuque Stormwater Revenue Bond GNS10-5(2) Loan Closlng Final Disbursement Date Final Maturity Date Loan Period in Years Total Loaned Amount 0.5% Initiation Fee Net Proceeds'to Annual Interest Rate Total lnterest Servlcing Fee Rate Total Servicing Fees Total Loan Costs lnitiolion Fee - Apr 12.2019 P & D Poyoff- Ap( 12,2019 Estimoted Drow #l- Apr 12,2019 Estimoted Drow #2- Sep 13,2019 Estimoted Drow #3- Dec20,2019 Eslimoled Drow #4 Mor 27 ,2020 Eslimoled Drow #5- Jul 3.2020 Eslimoied Drow #5- Ocl 9,2020 Estimoted Drow #7 Jan 15,2021 Estimoted Drow #B- Apr23,2O2l Estimoled Drow #9- Jul 30, 202'l Estimoled Drow #10- Nov 5,2021 Held for Finol Docs - Dec 3, 2021 Tolol Looned Amount SRF STATE li! v{ri!t:iu rl[]l Apt 12,2019 Dec3.2021 Jun 1,2040 20 $ 16,382,000.00 81 ,910.00 I 16,300,090.00 1.75% $ 3,253,447.61 0.25o/o $ 4M,778.24 $ 3,800,'135.85 81 .910.00 252,000.00 2,646,000.00 3,780,000.00 378.000.00 2,646,000.00 2,583,000.00 1,386,000.00 630,000.00 1,704.1 50.00 230,440.00 64,500.00 16,382,000.00 Payment Date Beginning Balance PrinciDal lnterest Servicing Fee Total Loan Payment Total Annual Debt Service Ending Balance Jun 1,2019 Dec 1,2019 Jun 1,2020 Dec 1,2o2O Jun 1 ,2021 Dec 1,2021 Jun 1,2022 Dec 1,2022 Jun 1,2023 Dec 1,2023 Jun I,2024 Dec 1,2024 Jun 1 ,2025 Dec 1,2025 Jun 1,2026 Dec 1,2026 Jun 1,2027 Dec 1,2027 Jun 1, 2028 Dec 1,2028 Jun 1, 2029 Dec I,2029 Jun'1,2030 Dec 1, 2030 Jun 1, 2031 Dec 1,2031 Jun 1,2032 Dec 1,2032 Jun 1,2033 Dec 1, 2033 Jun 1,2034 Dec 1, 2034 Jun 1,2035 Dec 1, 2035 Jun l,2036 Dec 1, 2036 Jun 1,2037 Dec 1, 2037 Jun 1,2038 Dec 1, 2038 Jun 1, 2039 Dec 1, 2039 Jun 1, 2040 333,91 0.00 2,979,91 0.00 7,1 37,91 0.00 12,366,910.00 14,382,910.00 15,413,060.00 1 5,708,000.00 1 5,020,000.00 1 5,020,000.00 14,319,000.00 14,319,000.00 13,603,000.00 1 3,603,000.00 12,873,000.00 1 2,873,000.00 1 2,1 29,000.00 1 2,1 29,000.00 1 1 ,370,000.00 1 1,370,000.00 10,595,000.00 1 0,595,000.00 9,805,000.00 9,805,000.00 8,999,000.00 8,999,000.00 8,1 77,000.00 8,1 77,000.00 7,339,000.00 7,339,000.00 6,484,000.00 6,484,000.00 5,612,000.00 5,612,000.00 4,722,OO0.00 4,722,000.00 3,8 1 5,000.00 3,815,000.00 2,889,000.00 2,889,000.00 1,945,000.00 1,945,000.00 982,000.00 982,000.00 674,000.00 688,000.00 701,000.00 7'16,000.00 730,000.00 744,000.00 759,000.00 775,000.00 790,000.00 806,000.00 822,000.00 838,000.00 855,000.00 872,000.00 890,000.00 907,000.00 926,000.00 944,000.00 963,000.00 982,000.00 795.36 12,954.46 56,833.96 88,022.46 118,537.21 135,874.18 143,627.48 143,342.50 1 43,342.50 143,342.50 143,342.50 119,026.25 119,026.25 112,638.75 112,638.75 106,128.75 106,128.75 99,487.50 99,487.50 92,706.25 92,706.25 85,793.75 85,793.75 78,741.25 78,741.25 71,548.75 71,548.75 64,216.25 64,216.25 56,735.00 56,735.00 49,1 05.00 49,1 05.00 41,317.50 41,317 .50 33,381 .25 33,381.25 25,278.75 25,278.75 17,018.75 17,018.75 8,592.50 8,592.50 113.62 1 ,850.64 8,1 19.14 12,574.64 16,933.89 19,410.60 20,518.21 20,477.50 20,477.50 20,477.50 20,477.50 1 7,003.75 17,003.75 16,091.25 16,091.25 15,161.25 15,161.25 14,212.50 14,212.50 13,243.75 13,243.75 12,256.?5 12,256.25 11,248.75 11,248.75 10,221.25 10,221.25 9,173.75 9,173.75 8,105.00 8,105.00 7,015.00 7,015.00 5,902.50 5,902.50 4,768.75 4,768.75 3,611.25 3,611 .25 2,431.25 2,431.25 1,227.50 1,227.50 908.98 14,805.10 64,953.10 1 00,597.1 0 809,471 .1 0 155,284.78 852,145.69 1 63,820.00 864,820.00 163,820.00 879,820.00 I 36,030.00 866,030.00 1 28,730.00 872,730.00 121,290.OO 880,290.00 1 13,700.00 888,700.00 I 05,950.00 895,950.00 98,050.00 904,050.00 89,990.00 I1 1 ,990.00 81,770.00 91 9,770.00 73,390.00 928,390.00 64,840.00 936,840.00 56,1 20.00 946,1 20.00 47,220.00 954,220.OO 38,1 50.00 964,1 50.00 28,890.00 972,890.00 19,450.00 982,450.00 9,820.00 991,820.00 908.98 79,758.20 910,068.20 1,007,430.47 I,028,640.00 1,043,640.00 1,002,060.00 1,001,460.00 1,001,580.00 1,002,400.00 1 ,001,900.00 1 ,002,1 00.00 1,001,980.00 1,001 ,540.00 1,001,780.00 1 ,001,680.00 1,002,240.00 1,001,440.00 1,002,300.00 1,001,780.00 1,00'1,900.00 1,001,640.00 333,91 0.00 2,979,910.00 7,1 37,91 0.00 12,366,910.00 13,708,9'10.00 15,413,060.00 15,020,000.00 15,020,000.00 14,319,000.00 14,319,000.00 1 3,603,000.00 1 3,603,000.00 1 2,873,000.00 1 2,873,000.00 1 2,1 29,000.00 12,'129,000.00 11,370,000.00 11 ,370,000.00 1 0,595,000.00 10,595,000.00 9,805,000.00 9,805,000.00 8,999,000.00 8,999,000.00 8,1 77,000.00 8,177,000.00 7,339,000.00 7,339,000.00 6,484,000.00 6,484,000.00 5,612,000.00 5,612,000.00 4,722,OOO.00 4,722,OO0.00 3,81 5,000.00 3,8 1 5,000.00 2,889,000.00 2,889,000.00 1,945,000.00 1,945,000.00 982,000.00 982,000.00 0.00 As of3/11i2019 INVESTING IN IOWA'S WATER \M.iowasrf.com IOWA FINANCE AUTHORITY CONSENT AND WAIVER OF IOWA FINANCE AUTHORITY The undersigned, an authorized representative of the Iowa Finance Authority (the "Authority"), hereby certifies that the Authority is the sole holder of the outstanding City of Dubuque, iowa (the "City") stormwater revenue obligations known as the (i) $998,000 Stormwater Utility Revenue Capital Loan Note, Series 20108, dated January 13, 2010; (ii) $7,850,000 Stormwater Utility Revenue Capital Loan Note, Series 2010G, dated October 27, ZjtO; (iii) $1,029,000 Stormwater Utility Revenue Capital Loan Notes, Taxable Series 20144, dated February 28,2014; and the $29,541,000 Stormwater Utility Revenue Capital Loan Notes, Series 20158, dated June 19,2015, amended as of September 8, 2017 to increase the principal amount to $30,941,000 (together, the "Outstanding Obligations"). As such holder, the Authority hereby consents to the issuance by the City of the $16,382,000 Stormwater Management Utility Revenue Capital Loan Notes, Series 2019 (the "SRF Loan") in connection with the City's borrowing ol additional funds under the State of Iowa SRF Loan Program, and waives any requirement in the resolutions authorizing the Outstanding Obligations that would require the City to obtain a "pafity certificate" from an independent auditor as to the sufficiency of the Net Revenues securing the payment of the Outstanding Obligations and the SRF Loan. This Consent and Waiver is given with the understanding that all other provisions of the resolutions atthorizingthe Outstanding Obligations shall remain in full force and effect. Dated this 22"d day of Mar ch,2019. IOWA FINANCE AUTHORITY By: Its: 01s69902-1\10422-198 lowoFinonceAulhority.gov 8OO,432.723O 515.725.4900 I963 BEI"I- AVENUE SUITE 2OO DES MOINES, IOWA 503I5 lf Amended check here ) Boom/suite of lssue the issue 11 12 13 14 15 16 17 1 6,382,000 1B on of Bonds,Desc (b) lssue price (c) Stated redemption price at maturity(a) Final maturity date (d) Weighted average maturity 1 6.382-00C$16.382.O00$0610112040 12.253 years 22 -0. 1 6.382.000 25 JU,J I V -0- 26 -0- 27 -o. 28 -0. 29 j! 96.910 30 1 6.285.09C Part I Part ll Part lll Part lV Part V Depanment of the Treasury lnternal Revenue Seruice -.'8038-G lnformation Return for Tax-Exempt Governmental Bonds (Bev. September 201 8) ) Under lnternal Revenue Code section 149(e) ) See separate instructions. Caution: lf the issue price is under $100,000, use Form B13B-GC. ) Go to www,irs,govlF$O38G for instructions and the latest information. 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see instructions) Education . Health and hospital Transportation Public safety . Environment (including sewage bonds) Housing Utilities Other. Describe ) lf bonds are TANs or RANs, check only box 19a lf bonds are BANs, check only box 19b lf bonds are in the form of a lease or installment sal See the instructions and attach schedule. check box OMB No. 1545-0720 10b Telephone number of officer or other employee shown on 1 0a s63-589-41 00 >n (e) Yield 1J50070 vo 0.0000 years 0'0000 years 1 lssuer's name 2 lssuer's employer identification number (ElN) 3a Name of person (other than issue0 with whom the IRS may communicate about this return (see instructions)3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) 50 W. 13th Street 5 Repod number (For /BS Use Only) 3 6 City, town, or post office, state, and zlP code 7 Date of issue lowa 52O01 8 Name of issue 9 CUSIP number Revenue I Loan Series 2019 11 12 13 14 15 16 17 1B 19a b 20 00 00 21 22 23 24 25 26 27 28 29 30 e S is bein filed Uses of Proceeds of Bond lssue nclud underwriters' discou Proceeds used for accrued interest lssue price of entire issue (enter amount from line 21, column (b)) Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to refund prior tax-exempt bonds. Complete Part V . Proceeds used to refund prior taxable bonds. Complete Part V Total (add lines 24 through 28) . Nonrefundin proceeds of the issue btract line 29 trom line 23 and enter amount here) on of Refunded Bonds. Com this on for refundi bonds. Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . Enter the remaining weighted average maturity of the taxable bonds to be refunded Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) Enter the date(s) the refunded bonds were issued ) (MM/DD/YYYY) 24 31 32 33 34 For Paperwork Reduction Act Notice, see separate instructions.Cat. No. 63773S rorm 8038-G (Rev. 9-201 8) 35 -0, -0. i' i: i": i:i':i .j i; i ..':e).t;;:: 37 -0. Part Vl Page2 Form 8038-G (Rev. 9-201 8) Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(bX5) 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GlC). See instructions b Enter the final maturity date of the GIC > (MM/DD/YYYY) c Enter the name of the GIC provider ) gTPooledfinancings:Entertheamountoftheproceedsofthisissuethataretobeusedtomakeloans to cther governmental units 3Ba lf this issue is a loan made from the proceeds of another tax-exempt issue, check box )> [ and enter the following information b Enter the date of the master pool bond > (MMiDD/YYYY)unknown c Enter the EIN of the issuer of the master pool bond )52-1 699886 d Enter the name of the issuer of the master pool bond )'lowa Finance Authority 39 lf the issu er has designated the issue under section 265(bX3XBXi)(lll) (small issuer exception), check box 40 lf the issuer has elected to PaY a penalty in lieu of arbitrage rebate,check box 41a lf the issuer has identified a hedge'check here ) fl and enterthe following information: b Name of hedge Provider > c Type of hedge > d Term of hedge > n ated42 lf the issuer has superintegrated the hedge, check box ' 4g lf the issuer has established written procedures to errsure that all nonqualified bonds of this issuo are remedi accordingtotnerequlrementsunderthecodeandRegulations(seeinstructions)'checkbox 44 lf the issuer has established written procedures to monitor the requirements of section 1 48, check box ' 45a lf some portion of the proceeds was used to reimburse expenditures, check here )' n and enter the amount of reimbursement > b Enter the date official was Under penalties of per.iury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and com plete. I fudher declare that I consent to the IRS's disclosure of the issuer's return information' as necessary to Signature and Consent Paid Preparer Use Only process person that authorized above representative Jenny Larson, Budqet Director Type or print name and titleof Firm PTIN 942 42- 51 Form G Fev.9-2018) Phone Check n if self-employed4 -12- ltl Daten^::ff8'j'L;l'tueo-PrinVType preparer's name P.C.&name > 50309 OF G STATE OF IOWA COUNTY OF POLK I, Kristin Billingsley Cooper, do hereby certify that atthe request of the City of Dubuque' State of Iowa, I caused to be mailed a copy of the foregoing Form 8038-G, Information Return for Tax-Exempt Governmental Obligations, (re: $16,382,000 Stormwater Management Utility Revenue Capiialloan Notes, Series z}Ig),by mailing via United Parcel Service, properly addressed to: Department of the TreasurY Internal Revenue Service Center 1973 Rulon White Blvd Ogden, UT 84201 such mailing being by United Parcel Service, 2"d Day Air@, Tracking Number IZSEZ|T6}ZS}OSZSIZ the date of certification being June 18,2019, all as shown by the attached Proof of Delivery. Dated at Des Moines, Iowa, this 15tl' day of July,2019' Cooper Subscribed and sworn to bY the aforementioned Kristin Billingsley Cooper, before me a Notary Public in and for the State of Iowa, this 15th day of JulY,2019 (SEAL) SS: ) ) ) Gommlselon Number 7O131 MyCommisslon September 24, 0 I 603945-1\l 0422-198 Proof of Delivery Dear Customer, This notice serues as proof of delivery for the shipment listed below. Tracking Number L25E2L760298093573 Weight O.OO LBS Service UPS 2nd Day Air@ Shipped / Billed On 06lL4l2Or9 Delivered On 06lI8|Z0L910:54 A,M. Delivered To OGDEN, UT, US Received By MORGAN Left At Dock Thank you for giving us this opportunity to serve you, Details are only available for shipments delivered within the last 120 days, Please print for your records if you require this information after 120 days. Sincerely, UPS Tracking results provided by UPS: 07lLZl20I9 3r59 P'M' EST