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Proceedings for Directing Sale of General Obligation Bonds Series 2019 AB&C (Series D Removed) Copyrighted J une 3, 2019 City of Dubuque Action Items # 2. ITEM TITLE: Proceedings for Directing Sale of $2,295,000 Tax-Exempt General Obligation Bonds, Series 2019A, $860,000 Taxable General Obligation Bonds, Series 2019B, and $4,435,000 Tax-Exempt General Obligation Refunding Bonds, Series 2019C and Awarding Bonds to Best Bidder SUMMARY: City Manager recommending approval of the suggested proceedings for directing sale of the $2,295,000 Tax- Exempt General Obligation Bonds, Series 2019A, $860,000 Taxable General Obligation Bonds, Series 2019B, and $4,435,000 Tax-Exempt General Obligation Refunding Bonds, Series 2019C, and awarding the bonds to the best bidder. The bond sale will be held on June 3, 2019 at 10:00 a.m. The results will be brought to the June 3rd City Council meeting. SERIES 2019A RESOLUTION Directing Sale of$2,295,000� (Subject to adjustment per terms of Offering) General Obligation Bonds, Series 2019A RESOLUTION Appointing Wells Fargo Bank, N.A. of Minneapolis, Minnesota, to serve as Paying Agent, Bond Registrar, and TransferAgent, Approving the Paying Agent and Bond Registrarand TransferAgentAgreementand Authorizing the execution of the Agreement RESOLUTION Authorizing and providing forthe issuance of$ TB D General Obligation Bonds, Series 2019A, and levying a tax to pay said Bonds; approval of the Tax Exemption Certificate and Continuing Disclosure Certificate SERIES 2019B RESOLUTION Directing sale of $860,000� (Subject to adjustment per terms of Offering) Taxable General Obligation Bonds, Series 2019B RESOLUTION Appointing Wells Fargo Bank, N.A. of Minneapolis, Minnesota, to serve as Paying Agent, Bond Registrar, and TransferAgent, approving the Paying Agent and Bond Registrarand TransferAgentAgreementand authorizing the execution of the Agreement RESOLUTION Authorizing and providing forthe issuance of$ TBD Taxable General Obligation Bonds, Series 2019B, and levying a tax to pay said Bonds; approval of the Continuing Disdosure Certificate SERIES 2019C RESOLUTION Directing sale of $4,435,000� (Subject to adjustment per terms of Offering) General Obligation Refunding Bonds, Series 2019C RESOLUTION Authorizing the redemption of outstanding General Obligation Bonds, Series 2012D, of the City of Dubuque, State of lowa, dated June 28, 2012, and directing notice be given RESOLUTION Appointing Wells Fargo Bank, N.A. of Minneapolis, Minnesota, to serve as Paying Agent, Bond Registrar, and TransferAgent, approving the Paying Agent and Bond Registrarand TransferAgentAgreementand Authorizing the execution of the Agreement RESOLUTION Authorizing and providing forthe issuance of$ TBD General Obligation Refunding Bonds, Series 2019C, and levying a tax to pay said Bonds; approval of the Tax Exemption Certificate and Continuing Disclosure Certificate SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type MVM Memo City Manager Memo Staff Memo Staff Memo Series 2019A Sale Award Resolution Resolutions Series2019AAuthorizingResolution(s) Resolutions Series 2019A Continuing Disclosure Certificate Resolutions Series 2019A Tax Exemption Certificate Supporting Documentation Series 2019B SaleAward Resolution Resolutions Series 2019B Authorizing Resolution(s) Resolutions Series 2019C Sale Award Resolution Resolutions Series 2012D Redemption Resolution Resolutions Series 2019C Authorizing Resolution(s) Resolutions Series 2019C Continuing Disclosure Certificate Supporting Documentation Series 2019C Tax E�mption Certificate Resolutions Bond Counsel Letter Supporting Documentation Moody's I nvestor Service Credit Opinion Supporting Documentation Proof of Publication Supporting Documentation Dubuque THE CTTY OF � DT T� � NI-AmericaCAY U IIIIIo' Masterpiece on the Mississippi _uo�•ao¢.zms.xm; TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Proceedings for Directing Sale of $2,295,000 Tax-Exempt General Obligation Bonds, Series 2019A, $860,000 Taxable General Obligation Bonds, Series 2019B, and $4,435,000 Tax-Exempt General Obligation Refunding Bonds, Series 2019C and Awarding Bonds to Best Bidder DATE: May 28, 2019 Director of Finance and Budget Jennifer Larson recommends City Council Approval of the suggested proceedings for directing sale of the $2,295,000 Tax-Exempt General Obligation Bonds, Series 2019A, $860,000 Taxable General Obligation Bonds, Series 2019B, and $4,435,000 Tax-Exempt General Obligation Refunding Bonds, Series 2019C, and awarding the bonds to the best bidder. The Series 2012C Taxable General Obligation Bonds will not be refunded at this time because the most recent estimates are less than 1% of savings. Series 2019D has been eliminated from this bond sale. There are more opportunities in the future to refund the Series 2012C Taxable General Obligation Bonds, which have a final payment date of June 1, 2032. The bond sale will be held on June 3, 2019 at 10:00 a.m. The results will be brought to the June 3�d City Council meeting. A letter from attorney Kristin Billingsley Cooper detailing information on the bond sale proceedings is enclosed. I concur with the recommendation and respectFully request Mayor and City Council approval. �J�/'"'"'� �wh Mic ael C. Van Milligen JML Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Teri Goodmann, Assistant City Manager Dubuque THE CTTY OF � DT T� � NI-AmericaCAY U IIIIIo' Masterpiece on the Mississippi _uo�•ao¢.zms.xm; TO: Michael C. Van Milligen, City Manager FROM: Jennifer Larson, Director of Finance and Budget SUBJECT: Proceedings for Directing Sale of $2,295,000 Tax-Exempt General Obligation Bonds, Series 2019A, $860,000 Taxable General Obligation Bonds, Series 2019B, and $4,435,000 Tax-Exempt General Obligation Refunding Bonds, Series 2019C and Awarding Bonds to Best Bidder DATE: May 28, 2019 DISCUSSION The purpose of this memorandum is to recommend directing sale of the $2,295,000 Tax-Exempt General Obligation Bonds, Series 2019A, $860,000 Taxable General Obligation Bonds, Series 2019B, and $4,435,000 Tax-Exempt General Obligation Refunding Bonds, Series 2019C, and awarding the bonds to the best bidder. The Series 2012C Taxable General Obligation Bonds will not be refunded at this time because the most recent estimates are less than 1% of savings. Series 2019D has been eliminated from this bond sale. There are more opportunities in the future to refund the Series 2012C Taxable General Obligation Bonds, which have a final payment date of June 1, 2032. The bond sale will be held on June 3, 2019 at 10:00 a.m. The results will be brought to the June 3�d City Council meeting. A letter from attorney Kristin Billingsley Cooper detailing information on the bond sale proceedings is enclosed. RECOMMENDATION I respectFully recommend the adoption of the enclosed resolutions to award the sale of the bonds. JML Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Teri Goodmann, Assistant City Manager Ahlers&Cooney, P.C. A H L E R S C O O N E Y Attorneys af Law 100 Court Avenue, Suite 600 A T T ❑ 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 May 22, 2019 VIA EMAIL Ms. Jenny Larson Director of Finance & Budget City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 Re: Dubuque, Iowa- General Obligation Bonds, Series 2019A/B/C/D Dear Jenny: The procedure for the sale covering action taken by City officials at 10:00 A.M. on June 3, 2019 to receive bids, and resolutions awarding the Bonds to the best bidder is enclosed (one set for each series). Sealed bids should be received and listed in the minutes. Any bids received by fax should be sealed in an envelope and opened with the sealed bids. After a final call for sealed bids, the bids should then be opened and the best bid recorded. Only sealed bids are permitted by the terms of sale. No oral bids should be considered. Once any sealed bids have been first opened, the PARITYOO electronic bid system can be accessed and the best such bid noted. All bids should then be referred to the Council for award of the Bonds at the 6:00 P.M. meeting. Also enclosed with this letter are draft authorizing resolutions (one for each series) along with drafts of the Tax Exemption Certificates and Continuing Disclosure Certificates which are incorporated by reference in the resolutions. Please note there are blanks in the resolutions including the final par amount which is subject to adjustment at the sale. We will update these resolutions once sale results have been received and mail the completed resolutions along with the remaining closing certificates and documents for execution. If any questions arise, please do not hesitate to contact me. Very truly yours, iCri tit'n Billingsley Cooper KBC:seb Enclosures cc: Kevin S. Firnstahl, City Clerk, City of Dubuque Tionna Pooler, Independent Public Advisors, LLC 01595261-1\10422-200 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 Bi ALLBEE� P.C. - 1990 � � / • CREDIT OPINION Dubuque (City of) IA 24 May 2019 Update to credit analysis Summary Dubuque, IA(Aa3�benefits from a large and stable tax base that serves as a regional economic center for northeastern lowa (Aaa stable). Dubuque's operating reserves are stable and the city enjoys significant revenue raising flexibility.The city's primary credit challenges CLIENTSERVICES indude elevated debt and pension burdens and relatively weak resident income indices. Americas 1-212-553-1653 Credit strengths Asia Pacific 852-3551-3077 » Growing economy bolstered by role as a regional economic center for northeastern lowa Japan 81-3-5408-4100 EMEA 44-20-7772-5454 » Revenue raising flexibility through multiple property tax levies and franchise fees Credit challenges » Relatively low resident income levels » Elevated leverage related to debt and pensions Rating outlook Outlooks are generally not assigned to local governments with this amount of debt. Factors that could lead to an upgrade » Expansion of the tax base and strengthening of resident income levels » Material growth in operating reserves and liquidity » Moderation of the debt and pension burdens Factors that could lead to a downgrade » Declines in operating reserves or liquidity » Growth in the debt or pension burdens .... . . ...... .... . . ...... .... . . ...... .... . . ...... .... . . ...... .... . . ...... .... . . ...... ....... ....... .. ....... ....... .. ....... ....... .. ....... ....... .. ....... ....... .. ....... ....... .. ....... ....... ....... ....... .. ....... ....... .. ....... ....... .. ....... ....... .. ....... ....... .. ....... ....... .. ....... ....... ..... .. ....... ...... .. ....... ...... .. ....... ...... .. ....... ...... .. ....... ...... .. ....... ...... .. ..... .. � . • Key indicators exniei�, Dubuque�City of�lA 2014 2015 2016 2017 2018 EconomylTax Base Total Full Value($000) $3,926,100 $4,148,624 $4,192,266 $4,434,972 $4,557,804 Population 58,068 58,409 58,535 58,410 58,799 Full Value PerCapita $67,612 $71,027 $71,620 $75,928 $77,515 Median Family Income(°k of US Median) 89.5°k 89.8°k 88.5°k 90.6°k 90.6°k Finances Operating Revenue($000) $62,517 $63,071 $68,252 $7Q672 $69,192 Fund Balance($000) $9,289 $9,367 $11,924 $14,173 $16,460 Cash Balance($000) $2,841 $2,843 $8,859 $14,720 $16,449 Fund Balance as a°k of Revenues 14.9°k 14.9°k 17.5°k 20.1°k 23.8°k Cash Balance as a°k of Revenues 4.5°k 4.5°k 13.0°k 20.8°k 23.8°k Debt/Pensions Net Direct Debt($000) $116,098 $151,620 $145,715 $137,134 $128,749 3-YearAverage of Moody's ANPL($000) $154,127 $143,618 $144,854 $162,510 $176,013 Net Direct Debt/Full Value(°k) 3.0°k 3]°k 3.5°k 3.1°k 2.8°k Net Direct Debt/Operating Revenues(x) 1.9x 2Ax 2.ix 1.9u 1.9x Moodys-adjusted Net Pension Liabiliry(3-yr average)to Full Value(°k) 3.9°k 3.5°k 3.5°k 3]°k 3.9°k Moodys-adjustedNetPensionLiabiliry(3-yraverage)toRevenues(x) 2.Sx 2.3x 2.ix 2.3x 2.Sx Sourw:audltedflnaridalstatemenr�aridUSCensus Profile The City of Dubuque is located in northeast lowa and serves as the county seat for Dubuque CounN(Aa2�.As of 2017,the city had an estimated population of 58,000.The city provides a vanety of municipalservices to iu residenu induding public safety,water,sewer andstorm water. Detailed credit consideretions � h The city's tax base will remain a credit strength supported by continued tax base growth and the city's role as a regional economic center. Located in northeast lowa across the Mississippi Riverfrom Wisconsin Aa1 stable�and Illinois Baa3 stable�, Dubuque serves as the economic center for a large tri-state region.The city is home to two small universities and one small college with a combined enrollmentof nearly5,000 studentr. Deere&Companv(A2 negative) (2,600 employees), is Dubuque's largest employerand has been addingjobs at iu Dubuque Works plant as it continues to expand.The Dubuque Works plant manufacwres forestry and construction equipment, unlike otherJohn Deere facilities that manu(adure farm equipmentand have been downsizing. The city's tax base has grown at an annual average rate of 33%over the past fiveyears.Similargrowth is expeded to continue given new business development and expansion of existing companies indudingJohn Deere, Re�teel Industnes and Rousselot As of March 2019,the city's unemployment rate(25%)was below the state's rate(2.8%) and the national rate(3.9%).The city's population grew an estimated 13% from 2010 to 2015 to itr current population of approximately 58,400. Despite the strong growth in the economy and low unemployment,the city's resident income indices are relatively low. Dubuque's median (amily income is estimated at 90%of the US. Financ �� The city's financial position has steadily improved and will remain stable going forward given ample revenue raising ftexibility.Overthe last fiveyears,the city's available operating fund balance has grown to$165 million and 24%of operating revenue in fisca12018.The improvementwas dnven by tightexpendiwre control and steady growth in property tax revenue.The city anticipates contnbuting an additional$27 million to general fund reserves overthe next two fiscalyears. Th Is pu bllcatlon doas no[announw a aed I[ratlng actloa For any cred I[ratlngs referenwd In[h Is pu bOcatlon,please see[he ratlngs[ab on[he Issuedentlty page on www.moodys.mm for[he mos[upda[ed cred I[ratlng actlon Informatlon and ratlng h Ismry. 2 24May2019 Dubuque(Cityof)IA:Updatetocreditanalysis .. � . • At 49% in 2018, property taxes account forthe city's largest revenue source.While the city levies at the$8.10/$1,000 tax cap for operations,officials report approximately$95 million in levy authority that could be accessed with council approvaL A portion of the city's available taxing capacity indudes access to an unlimited levy to fund employee benefiu such as pension cosu. The city maintains exposure to economicallysensitive revenues foroperations and capital, largely compnsed ofgaming revenues and local option sales tax revenues. Revenue derived from the city's 1% local option sales tax,which does not sunset, is split 50/50 between the city operations and capital projecu. Dubuque's gaming revenues are derived from two casinos,the city-owned Q Casino(formally named the Mystique) and the pnvately owned Diamond Jo Casino. The city receives 50%of the Q Casino's profu,along with other revenues from leases and taxes.Gaming revenues totaled $8.4 million in fiscal2018. LIQUIDITY The city's cash position has steadily improved and is expeded to remain stable.At the dose of fisca12018 net cash across city operating funds totaled $162 million and 24%of operating revenue. Debt and pensions: elevated debt and pension burdens The city's elevated debt burden is expected to moderate given continued growth in operating revenue and tax base valuation, combined with an increased use of pay-go capital spending. Following the upcoming sale,the city's debt burden will total 2.8%of full valuation and 19x operating revenue. Essential enterpnses,such as water,sewer and storm water are anticipated to support a significant portion of the city's ouutanding general obligation (GO) debt, but debt service coverage provided by the sewer and storm water enterpnses has not consistently been above the 1.Ox threshold,so we do not considerthe debt to be fully self supporting and therefore we indude the debt in our debt burden calculation.The city's policy is to not exceed 95%of iu legal debt limit; it is currently at 57%. The city's pension burden is relatively elevated.At the dose of fiscal2018,the city's threeyear average Moody's adjusted net pension liability(ANPL),our measure ofa localgovemment's pension burden,was high at 25x operating revenue and 3.9%fullvaluation. Fixed cosu, indusive of debuervice and retirement contnbutions are also high at 25%of operating revenue in fiscal2018. DEBTSTRUCTURE Following the sale,the city will have$97 million in debt ultimately secured by the city's GO pledge.The city also has$20.8 million of senior lien sales tax increment debt that benefiu from the city's moral obligation pledge to considerappropnating from iu debt service levy to replenish the debuervice reserve if it is drawn upon. The city's dired debt burden also indudes $195 million of TIF revenue bonds issued forvanous economic development projects, induding the construction of a new public parking ramp at Diamond Jo Casino. The TIF revenue bonds are supported by revenues from the city's tax increment districts and backed by a minimum assessment agreementwith the developer.All of the city's debt is long term and fixed-rate. DEBT-RELATED DERIVATIVES The city has no derivative exposure. PENSIONS AND OPEB The city participates in two defined benefit multi-employercosuhanng plans,the lowa Public Employees'Retirement System (IPERS) and Municipal Fire and Police RetirementSystem of lowa (MFPRSQ.On an annual basis,the plans establish localgovemment retirement contnbutions as a share of annual payroll based on acwanal requiremenu.The city has routinely made iu full stawtory contributions. Net of enterpnse support,the city contributed $57 million to the two plans in fiscal2018,or 8%of operating fund revenue. In aggregate,all participating govemmenu in both plans contnbuted below(95%)the"tread water"on reported assumptions.'-Due to a 12-month balance sheet reporting lag,the reduction in the each plan's unfunded liabilities in 2018 will not be reftected in local govemment balancesheetr until fiscal2019 for most lowa localgovemmentr. The city's implicit rate subsidy resultr in a low unfunded OPEB liability of$6 million,or0.1x fiscal2018 operating revenue. 3 24May2019 Dubuque(Cityof)IA:Updatetocreditanalysis .. � . • Management and governance:very strong institutional framework reflects ability to adjust revenues and expenditures lowa cities have an Instiwtional Framework score of Aaa,which is very high. Instiwtional Framework scores measure a sedors legal ability to increase revenues and decrease expendiwres. Even with property tax caps on general and emergency levies,cities have strong revenue-raising ftexibility due to vanous additional levies, induding an unlimited levy foremployee benefiu. Unpredictable revenue fluduations tend to be minor.Across the sedor, fixed and mandated cosu are generally moderate. However, lowa has public sedor unions,which can limitthe ability to cutexpendiwres. Expendiwres mostly consist of personnel cosu,which are highly predidable. Rating methodology and scorecard factors The US Local Govemment General Obligation Rating Methodology indudes a scorecard,a tool providing a composite score of a local govemmenPs credit profile based on the weighted factors we consider most important, universal and measurable,as well as possible notching factors dependent on individual creditstrengths and weaknesses. lu purpose is notto determine the final rating, but ratherto provide a standard platform from which to analyze and compare localgovemment crediu. exnieicz Rating Factors Measure Score Economylfax Base(30°k)�'� Tm�Base Size:Full Value Qn OOOs) $4,557,804 Aa Full Value Per Capita $78,031 Aa Median Family Income(°k of US Median) 90.6°k Aa Notching Factors:R� Regional Economic Center Up Finances(30°k) Fund Balance as a°k of Revenues 23.8°k Aa 5-Year pollar Change in Fund Balance as°k of Revenues 5.9°k A Cash Balance as a°k of Revenues 23.8°k Aa 5-Year pollar Change in Cash Balance as°k of Revenues 9]°k A Management(20°k) Institutional Framework Aaa Aaa Operating History:5-YearAverage of Operating Revenues/Operating ExpendiNres(x) 1.Ox A Debt and Pensions(20°k) Net Direct Debt/Full Value(°k) 2]°k A Net Direct Debt/Operating Revenues(x) 1.Bx A 3-YearAverage of Moodys Adjusted Net Pension Liability/Full Value(°k) 3.9°k A 3-YearAverage of Moodys Adjusted Net Pension Liability/Operating Revenues(x) 2.Sx A Scorecard-Indicated Outcome Aa3 Assigned Rating Aa3 [�]Emnomymeasuras are based on da[a from[hemos[rewn[yearavallable. [2]No[ch Ing Fac[ors are spedFlcalLy deFlned In[he US Local Gwemmen[General Obllgatlon Deb[me[hodology daCed Dewmber�6,20�6. [3]S[andardlzed adJus[men6 areou[Oned In[he GO Me[hodologySwrecard Inpu6 UpdaCed for20�8 pubOcatlon Sourw:USBureau ofEconomlcAnalysS,State CAFRs,Moody'slnvestoaServlce Endnotes 1 An annualgovernment contribution that treads water equals the sum of employer service cost and interest on the reported net pension liability at the start of the fiscalyear.A pension plan that receives an employer contribution equalto tread waterwill end theyear with an unchanged net pension liability relative to the beginning of theyear if all plan assumptions hold.Net liabilities may decrease or increase in a given year due to factors other than the contribution amount,such as an investment performance that exceeds or falls short of a plan's assumed rate of return.Still higher contributions will always reduce unfunded liabilities faster,or will allow unfunded liabilities to grow more slowly than lower contributions.The degree to which contributions fall belowthe"tread water"indicator can help quantify a structural operating imbalance stemming from pensions,even under reported assumptions.A contribution belowthe"tread water"level in effect suppresses expenditures by leaving an implied interest on net pension indicator in 4 24May2019 Dubuque(Cityof)IA:Updatetocreditanalysis .. � . • fiscal2018.However,with asset performance euceeding the plan's assumed investment return and the use of a higher Moody's market-based discount rate wi ll resu lt in a modest reduction in t he plan level AN P L. 5 24May2019 Dubuque(Cityof)IA:Updatetocreditanalysis .. � . • 020�9 Moody's Corporatlon,Moody's Imas[ors Servlw,Inc,Moody's Analytlq Inc.and/or[helr Ownsors and afFllla[as(wllectively,"MOODVS").Allrlgh6 raserved. CREDIT RAT W GS ISSUED BY MOODY'S INVESTORS SERVICE,WG AND ITS RATWGS AFRLIATES("MIS")ARE MOODVS CURRENT OPINIONS OF THE REL4TNE FUTURE CREDIT RISK OF ENTITIES,CREDIT COM MITM ENTS,OR DEBT OR DEBT-LIKE SECURITIES,AND MOODNS PUBLICATIONS MAY W CW DE MOODY'S CURRENT OPINIONS OF THE REL4TNE FUTURE CREDIT RISK OF ENTITIES,CREDIT COM MITM ENTS,OR DEBT OR DEBT-LIKE SECURITIES.MOODNS DERNES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRAQUAL RNANCIALOBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FlNANOAL LOSS IN THE EVENT OF DEFAULT OR IMPAIRM ENT.SEE MOODY'S RATW G SYMBOLS AND DERNITIONS PUBLICATION FOR W FORMATION ON THE TYPES OF CONTRAQUAL RNANOALOBLIGATIONS ADDRESSED BY MOODY'S RATW GS CREDIT RATWGS DO NOT ADDRESS ANY OTHER RISK,W CW D WG BUT NOT LIM ITED TO�.LIQUIDITY RISK,MARKET VA W E RISK,OR PRICE VOL4TILITY CREDIT RATW GS AND MOODNS OPINIONS W CW DED IN MOODNS PUBLICATIONS ARE NOT AATEMENTS OF CURRENT OR H ISTORICAL FAQ.MOODNS PUBLICATIONS MAY ALSO W CW DE QUANTITATNE MODEL-BASED EAIMATES OF CREDIT RISK AND REL4TED OPINIONS OR COMM ENTARY PUBLISHED BY MOODY'S ANALYTICS,W C CREDIT RATW GS AND MOODNS PUBLICATIONS DO NOT CONAITUTE OR PROVIDE INVESTM ENT OR RNANCIALADVICE,AND CREDIT RATWGS AND MOODNS PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONSTO PURCHASE,SELL,OR HOLD PARTICUL4RSECURITIES.NEITHER CREDIT RATWGS NOR MOODY'S PUBLICATIONS COMM ENT ON TH E SUITABILITY OF AN INVEAMENT FOR ANY PARTICUL4R INVEAOR.MOODNS ISSUES ITS CREDIT RATW GS AND PUBLISHES MOODY'S PUBLICATIONS WITH THE EXPEQATION AND UNDERSTANDWGTHAT EACH INVEAOR WILL,WITH DUE CARE,MAKE ITSOWN AUDY AND EVAWATION OF EACH SECURITYTHAT IS UNDER CONSIDERATION FOR PURCHASE,HOLDWQ ORSALE. MOODY'S CREDIT RAT W GS AND MOODY'S PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVEAORS AND IT WOULD BE REIXLESS AND INAPPROPRIATE FOR RETAIL INVEAORSTO USE MOODNSCREDIT RATWGS OR MOODNS PUBLICATIONS WHEN MAKWG AN INVESTMENT DEOSION.IF IN DOUBT YOU SHOULD CONTAQ YOUR RNANCIAL OR OTHER PROFESSIONAL ADVISER.ALL W FORMATION CONTAW ED HEREIN IS PROTEQED BY LAW,W CW D WG BUT NOT LIM ITED TQ COPYRIGHT L4W, AND NONE OF SUCH W FORMATION MAY BE COPIED OR OTHERWISE REPRODUCED,REPACKAGED,FURTHERTRANSM ITTED,TRANSFERRED,DISSEMINATED,REDIARIBUTED OR RESOLD,OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE,IN W HOLE OR IN PART,IN ANY FORM OR MANNER OR BY ANY MEANS W HATSOEVER,BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT. CREDIT RAT W GS AND MOODY'S PUBLICATIONS ARE NOT INTENDED FOR USE BY ANY PERSON AS A BENCHMARK AS THAT TERM IS DERNED FOR REGULATORY PURPOSES AND MUST NOT BE USED IN ANY WAYTHAT COULD RESULT IN THEM BEWG CONSIDERED A BENCHMARK. All Informatlon wn[alned hereln Is ob[alned by M 00 DNS from sourcas belleved by I[[o be acara[e and rellable.Because of[he possl blllty of human or mechan Ical error as well as o[her fac[ors,however,all Informatlon wn[alned hereln Is provlded"AS IS"wl[hou[warranty of any klnd.MOO DY'S adop6 all necassary measuras so[ha[[he Informatlon I[ usas In asslgningaaedl[ratlngls ofsufFlden[qualltyand fromsourcas MOODVSwnslders to berellablelncWding,when approprlaCe,Independen[[Mrd-partysourcas.However, MOODY'S Is no[an audl[or and canno[In every Ins[anw Independen[lyverlfyorvaOdaCe Informatlon rewNed In[heratlngprocass or In preparing[he Moody's publlcatlons. To[he e.[en[perm I[[ed by law,MOODNS and 16 dlrec[ors,ofFlwrs,employees,agen6,reprasen[ativas,Ownsors and supp0ers d Isclalm llablllty to any person or entlty for any Ind Irec[,spedal,wnsequentla�or Indden[al lossas or damagas whatcoever arlsing from or In wnnectlon wl[h[he Informatlon wn[alned hereln or[he use of or Inablllty m use any such Informatlon,even If MOODNS oranyof 16 dlrec[ors,ofFlwrs,employeas,agen6,reprasen[ativas,Ownsors orsuppllers Is advlsed In advanwof[he posslbl0ty ofsuch lossas or damagas,IncWd Ing bu[no[llm I[ed m�.(a)any loss of prasen[or prospective proFl6 or(b)any loss or damage arls Ing where[he relevan[Flnandal Ins[mmen[Is no[[he su bJec[of a partlalarcredl[ratlngasslgned by MOODNS. To[he e.[en[perm I[[ed by law,MOODNS and 16 dlrec[ors,ofFlwrs,employees,agen6,reprasen[ativas,Ownsors and supp0ers d Isclalm llablllty for any d Irec[or wmpensa[ory lossas or damagas caused m any person or entlty,IncWd Ing bu[no[OmlCed w by any negllgenw(bu[e.cWd Ing 6auQ wl ILfu l m Ismnduc[or any o[her type of llablllty[ha[,for[he avo Idanw of dou b[,7 law canno[be e.cWded)on[he par[of,or any wntlngency wl[hln or beyond[he wnVol of,MOOD V S or any of 16 d Irec[ors,ofFlwrs,employeas,agen6, reprasen[a[Nas,llwnsors or supp0ers,arls Ing 6om or In wnnectlon wl[h[he Informatlom m�[alned hereln or[he use of or Inabl llty m use any such Informatlon. NO WARRANTY,EXPRESS OR IMPLIED,AS TO THE ACCURACY,TIMELW ESS,COM PLETENESS,M ERCHANTABILITY OR FlTNESS FOR ANY PARTICULAR PURPOSE OF ANY CREDIT RATW G OR OTHER OPINION OR W FORMATION IS GNEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER. Moody's Imastors Servlw,Inc,awholLy-owned credl[ratlngagencysubsldlaryof Moody's Corporatlon("MCO"),herebydlsdosas[ha[mos[Issuers of deb[searltlas(IncWding wrpora[e and munldpalbonds,debenwras,no[as and wmmerdalpaper)and preferred smckra[ed by Moody's Imasmrs Servlw,Inc.have,prlorm asslgnmen[of arry ratlng, agreed to pay[o Moody's Imas[ors Servlw,Inc.for ratlngs opinlons and servlcas rendered by I[feas rangingfrom 5�.000[o approxlma[e1y52]OQ000.MCO and MIS also maln[aln po0das and prowduras[o addrass[he Independenwof MIS's ratlngs and ratlngprocassas.Informatlon regardingwr[aln afFlllatlons[ha[may e.ls[between dlrec[ors of MCO and ra[ed entltlas,and between entltlaswho hold ratlngs from MIS and havealso publldyrepor[ed[o[he SEC an ownershlp InCeras[In MCO of more[han 5%,Is pos[ed annuallya[ www.moodvs.mm under[he heading"Imas[or Relatlons—Corpora[e Govemanw—Dlrec[or and Shareholder AfFlOatlon Pollcy." Addltlonal Cerms for AusVaOa only�.Arry publlcatlon In[o Aus[ra0a of[hls doamen[Is pursuan[to[he Aus[rallan FlnandalServlcas Llwnse of MOODVS affl0a[e,Moody's Imas[ors Servlw Pty Llml[ed ABN 6�003 399 657AFSL336969 and/or Moody's Analytics Aus[ralla Pty LW ABN 94�05�369R AFSL383569(as appllcable).Thls doamen[Is InCended [o be provlded on ly[o"wholasale dlen6"wl[h In[he mean Ing of sectlon 76�G of[he Corporatlons Ac[200t By wntlnu Ing to accass[h Is doamen[from wl[h In Aus[ralla,you reprasen[to MOODNS[ha[you are,or are accassing[he doamen[as a reprasen[ative of,a"wholasale cOenP'and[ha[nel[her you nor[he entltyyou reprasen[wlll d Irec[ly or Indlrec[ly dlssemina[e[hls documen[or 16 wnCen6 to"re[alldlen6"wl[hln[he meaningof sectlon 76�G of[he Corporatlons Ac[200t MOODNS aedl[ratlng Is an opinlon as[o [he aedltwor[h Inass of a deb[obllgatlon of[he Issuer,no[on[he equ Ity searltlas of[he Issuer or arry form of securlty[ha[Is avallable w re[all Imasmrs. AddltlonalCerms forJapan only.Moody'sJapan K.K.("MJKK")Is awholly-owned aedl[ratlngagencysubsldlary of Moody's GroupJapan G.K,wMch Is wholly-0wned by Moody's Overseas Holdings Inc,a wholly-owned subsldlaryof MCO.Moody's SFJapan K.K.("MSFJ")Is awholly-owned credl[ratlngagencysubsldlaryof MJKK.MSFJ Is no[a Natlonally Rewgnlzed S[atlstical RatlngOrganlzatlon("NRSRO").Therefore,aedl[ratlngs asslgned by MSFJ are Non-NRSRO Credl[Ratlngs.Non-NRSRO Credl[Ratlngs are asslgned 7 an entlty[ha[Is no[a NRSRO anQ wnsequen[ly,[he raCed obllgatlon wlllno[quallfy for wr[aln typas of[rea[men[under U.S.laws.MJKK and MSFJ are aedl[ratlngagendas regls[ered wl[h[heJapan RnandalServlcas Agency and[helr regls[ratlon numbers are FSA Commissloner(Ratlngs)Na 2 and 3 raspectively. MJKK or MSFJ(as appOcable)hereby dlsdose[ha[mos[Issuers of deb[searltlas(IncWding wrpora[e and munldpal bonds,deben[uras,no[as and wmmerdalpaper)and preferred s[ock ra[ed by MJKK or MSFJ(as appllcable)have,prlor[o asslgnmen[of any ratlng,agreed[o pay[o MJKK or MSFJ(as appllcable)for ratlngs opinlons and seMcas rendered by I[feas ranging from JPY�25,000[o approxlma[ely JPY25QOOQ000. MJKK and MSFJ also maln[aln polldas and prowduras[o addrass Japanase regulatory reqWremen6. REPORTNUMBER 1177201 6 24May2019 Dubuque(Cityof)IA:Updatetocreditanalysis .. � . • CLIENTSERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 MOODY'S INVESTORS SERVICE ] 24May2019 Dubuque(Cityof)IA:Updatetocreditanalysis STATE OF IOWA {SS: ,- . DUBUQUE COUNTY �RY�F�D�B�4�E,�' ��" -`��WAt '` x ' �le Biddmg ,Electronie OFFICIAI, OTI � I facslmile bids°;will be. t ��r�� .� � � ;, ,; reqeivec� at the offiee. � �^�'S�� "'�' of fhe FJq��ce DiP�ctor i ' G Ti��e aa d''P ace of�' � !� �Se��ed ��d5� Bids forl f� City f`�lall r56� 1�V�st C�RTIFICATION OF PUBLICATION the sa�e.of sonas ot_the� �3�h,street ,o,ub�4ue,i CiEy.:o�Dub,uque State� lowa',52�Oi (fa�Cs�mlle; � number��,(563�} 589 ' scrib da me st be �re� 4149)=aht�l��rc�lie City'�� ,ceiued`at tiie office of�I Municipal q,tiviso�'t In-. the;:F�nance Director,I �ependent PC�blic pdvL'; City Hall,50FWest 13th sors,;; LLc?�Johnston 1� Suzanne Pilce, a Billing Clerk for Woodward 'st�eet;'�ubuque lowa- 10�a:(facsimile num� 52001�Tele.Ijone,563- ber •(515) 259 8193)F Communications Inc. an Iowa corporation publisher P . � Efe�tron,� :fa�s�m�ie ' ' � 589=`9100(the 'Issuer");i bitls`W�II �ie treated as'� of the Telegraph Herald, a newspaper of general in accprdance with the I sealed pids official TermS of Offer= Considera#ion o1.I circulation ublished in the Cit of Dubu ue, Count ing, on tne srd aav ot i � p y q Y B�ds;pfter the:time foY � luqe 20�9 =The bi Ceceiqt of,bids has of Dubuque and State of Iowa; hereby certify that the � wifl f then be;�pubUc� �assed� the t close oi ", opened and: YefeYret( sealed bids wiil be an= ! attached notice was published in said newspaper on the fo'r�:action to the rpeet- � nouneed Sealetl b�as � following dates: ing�ot the cfty counci � P � 1 will then be r ublicly I ,�,�n �onfor(n�ty}�Nith the,;1 opelied and, an l'�i`h1s of 0,ffenn9 l � `?The •Bonds The 1 nouneed Finally elec �/jay 2[} 2,�19 tronic mternet;bids wul 1 > > Boiids to be offered are� be'.�-accessed and'an'i the;following; � ;' nounced � and for which the charge is $64.14 �BONDSf�5 RBESG2019A,� ��e an�l qward The; t }amo � sale�:an'd aWaYd�of the � i�iRi'' he 4nt of I `_=� $2295;tloo� fo'be dat-, Bonds will be fleld af,. � � ed��JUne 20,`2019 (the tf�e ;HlstoYi��:�Federal, �. ��2019A Boijtls') Bids Swldigg 350 West�6th , Street DUbuque lowa to;be,reCe.i'ved befo[e at a rrieetih9 of the City: 10:00 A M CD T nd ; �R, � � Coun;cii on the above �TAXABLE''GE ERAL Subscribed to before me, a Notar Public in and for date.at 6 00 P N1 ; Y ,OBLIGATION;�: BONDS; � Offic�al Statement: Dubuque County, IOW2, �'amoUr�t''Zof9$860000*k The Issue'� has issued t;tb��be d'ate�,�`ju�e=20; ah�official StatemenE, of information perEain-; � 2Q19, �(the: 2019B ing.to tl�e`Bonds to be, tl"11S�day of � 2��. f!Bontls ) Bid:to be re; offehed t includmg a Gei'vec( befdr� 10:00 , � statgment o`f,the Terms._ i :A:M Q(D T,,and>" ' ? of Of�ering and;an 0�-! ;�,GE�VERAL,OBLIGATION cial Bid Form,which is' REFUNDING;' BONDSi. incorporated`by refer-t �S�RIES �2019�,��in the ence'as a part of#his j �-amount of$9 435 000*'; notice. ��,The Official ! NOtaP P lic in and for Dubu ue Urit IOWa. �o be dated J,uly 3 2019 I statement may.be�o6-' y q y� (flie 2019C' Botids"): � Bid,to�be;received b'e; tained by.request,.ad-.: dressed to�:,the ,City • for,e �000 A,M C.D;T.; � and � ! Clerk; City ttHall 503; � West;� 13th;' Street;'` "TAXABLE{GENERAL DubuqUe IoWa, Tele� � OBLIGATION REFUND; Phon,eE(563)�s589 4100 ' ING BOND� SERIES 2019D in�he`a�nount o� � or�the rlssuer s,Munici + tr al Aaviso� Indepen , $5r2�5 000� to be dat � � dent,Public Adyisors 'I ed'.Jyly 3E ;2019 (the� LLC;8805� Cliarnbery 1 MAI�Y I�W��TFf�MEYER 2019D BotStls ) B�a to B�va, SUite r300, #iia. �pP�ni,�� be� received before� johnston, fow,� 50131;? � r lb'OO A M C.D T� Commission Number 154�85 ��ouecti�eiy the Telephone (515) 259 'I ' o My Commission Exp.Feb.i;2020 aonds ), "' ' � ` a193. `. `f j Terms of Offermg,� ! �,:�Sub�ect fo prmcipal p�l`bids shall be in con=� adjustmentpursuantto formity with.,,and the'. ` official Terms of Offer- x T i � �in� S sale.'shall be;ig aceo�sl dance w�th the Te�ms�' Manner of B�ddmg; of OffeYing as'set forfhE� Open bids will rlot be� i. I in"fNe Official State= received; Bi85;will be � j 'received,in�any of the ' ment ,; followmg m„eth,ods; , �egal Opmion The' • Sealed B�dding� Bonds will be�sold sub': � :Sealed 'bids may_ be Ject fo the opinion of-: statements made or ' �4hlers & Cooney P C, furhislied m connectlon:i , � s�ibmitted.and Wi.11 be. qttomeys�-'� of` Des,;,. with�he sale issuance�� I, receryed af the office • � . �of�heiFinafice'Director Moines lowa,as to the` ,, or marketing' of thg� ' 'ati Gity Hall; 50"West ��egal�ity and the�r opm-. Bonds." � 13t St�eet;, Du.buque �on will be-�tjrnished:to•:: ; Rights Reserved•,+ � :. gether with the printed Th'e rigfi�Is Peserved to : � lowa 5200i: ` Bonds without=cost.to: rejec�t any or all:bids, I • Electronic Internet the purchase:and all: and to.Waive:an ;:rre Bidd�ng�Eleetronic in= S Y� 9 'j ter{�et bids,yvill,be:�e= bids will be'so condi- I: ularities asFdeemed to � � tioned Except to the I ,be in the besE ihterests'� ceived at t�e office o� extent necessary to is- ofthe public tlie Finance.,Direetor at I suetheir opinion as to . By ortler of the City'; Gity Hall 50:West;l3th ! � �5tCeet„Du6uque�;lowa the legality, of `the ''CounciL.'of the City of,, Bonds the .attorneys , Dubuque State: of� ' �52001:•The bids'rriust �,,ilCnot examine or re- ; }lowa "' " ' 'I be submitted through view or express any Ke i Ffrnstahl � the PARITY� competi- ,opinion wlth respect to.:,�� ,�Gfty Clerk;Cit'y�of tive bidding system.; . 'the accuracy�:or com- Dul�lique,State of,lowa; •Electronic Facsim= � � i pleteness 'of docu-',¢�t5I�4` `. ,� i mentsL materials or,'! (It AHLERS COONEY ATTORNEYS June 6, 2019 VIA E-MAIL & OVERNIGHT UPS Ms. Jenny Larson Director of Finance & Budget City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 Ahlers & Cooney, P.C. 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 - $2,240,000 General Obligation Bonds, Series 2019A Dear Jenny: Enclosed are documents to complete Council action in connection with the authorization for the issuance of the above Bonds. 1. The Council procedure consists of the following: (a) Resolution Appointing Registrar and Paying Agent. This resolution appoints Wells Fargo Bank, N.A. to serve as Registrar and Paying Agent. (b) Resolution authorizing the issuance of the Bonds. The resolution also incorporates by reference the form of the Tax Exemption Certificate and the Continuing Disclosure Certificate. There are blank spaces appearing in the form of Bond set out in the resolution. These need not be completed but may be left blank as a guide since different umotints dates and percents will be inserted within the blank spaces. The resolution must be adopted by an affirmative vote equal to a majority of the full Council membership. (c) Tax Exemption Certificate. The Tax Exemption Certificate sets out in detail a number of facts, promises and obligations which must be met and agreed to by the City in order to maintain these Bonds as tax exempt. This certificate should be SIGNED BUT NOT DATED. Please execute and return all copies to our office. A fully executed copy will be provided to you after closing. 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 June 6, 2019 Page 2 (d) Continuing Disclosure Certificate. The form of Continuing Disclosure Certificate, which is described in detail below, is included for approval by the Council under the Resolution authorizing issuance. This Certificate also should be signed by the Mayor and the Clerk but not dated. Please execute and return all copies to our office An executed copy will be provided to you after closing. 2. Closing Certificates and Documents: (a) DTC Blanket Issuer Letter of Representations. All copies should be signed by the Mayor and returned to our attention. We will send copies to The Depository Trust Company for its signature and will return a fully executed copy to you prior to closing. (b) Delivery Certificate. This certificate also should be signed, BUT NOT DATED. Please complete and confirm the financial data on page 2, execute and return all copies to us. An executed copy will be provided to you after closing. (c) Transcript Certificate. This certificate is to be executed and sealed in the manner indicated on the second page and may be dated at the time of completion. A notary attestation for all official signatures is required. Please execute and return all copies to us. An executed copy will be provided to you after closing. (d) Authentication Order. Please execute and return all copies to our office An executed copy will be provided to you after closing. (e) County Auditor's Certificate. A true copy of the authorizing resolution as adopted is to be certified and filed with the Auditor of Dubuque County. The Auditor is asked to certify to such filing. Please file one copy with the Auditor and return the other two copies to my attention prior to closing. (f) Form 8038-G -- Information Return for Tax Exempt Governmental Obligations. Please review, and if correct, sign, BUT DO NOT DATE, and return the form to us prior to closing. We will file this with the IRS and provide a copy after closing. (g) Paying Agent; Note Registrar and Transfer Agent Agreement. Please execute and return all copies to us. We will obtain signatures from Wells Fargo Bank, N.A. and an executed copy will be provided to you after closing. Tax Exemption The Tax Exemption Certificate is an important document and contains important information concerning the calculated yield on the Bonds and a number of covenants and obligations on the part of the City. This certificate should be retained along with all of your records regarding the use of proceeds, expenditure dates and investment information needed to comply with IRS guidelines (See exhibit attached). I will not attempt to June 6, 2019 Page 3 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 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 Bond proceeds must not be sold or diverted to any private or nonpublic use unless the significance of that action is reviewed by bond counsel. The Tax Exemption Certificate sets forth the best knowledge and belief which you have as of today concerning the timely expenditure of the proceeds as the City reasonably expects expenditures to occur. If for any reason the City finds it will be prevented from expending the Bond proceeds fully within three years, that matter should be referred to us. These Bonds are issued under the expectation 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 Bonds for construction purposes within two (2) years of issuance and meet the other requirements of the two-year expenditure exemption from the rebate provisions. Alternatively, these Bonds are also issued under the expectation 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 Bonds within 18 months of issuance in accordance with the schedule described in Section 3.3 of the Tax Exemption Certificate. There are a number of other general promises and commitments by the City to take or refrain from action, which are necessary to maintain the tax exemption of these Bonds. 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. Continuing Disclosure Certificate Securities and Exchange Commission Rule 15c2-12, prohibits underwriting and recommendation to the public of the purchase of municipal securities for which adequate secondary market information is not available. The rules apply generally to any municipal offering over $1,000,000. The City therefore has an obligation to provide continuing disclosure to the marketplace while the Bonds are outstanding. The applicable covenants and duties of the City are outlined in the Continuing Disclosure Certificate. The Continuing Disclosure Certificate requires the City to provide annual financial information and operating data and other operating data described in the Continuing Disclosure Certificate to the Municipal Securities Rulemaking Board's June 6, 2019 Page 4 Electronic Municipal Market Access system ("EMMA") so long as the Bonds are outstanding, and also to provide notice to EMMA if certain events occur. This information and data must be sent in "searchable PDF" form. You should ensure that your audit and operating data will be available in that format so you may comply. The events which must be reported are detailed in the certificate, but other events which would be of concern to the rating agencies or Bond holders also should be considered for disclosure under the anti -fraud provisions of the federal securities laws. These disclosure requirements are ongoing and it will be important to designate an appropriate contact person who will have a primary responsibility for preparing and coordinating the filing of the annual financial information, operating data and any event notices. The penalties for violation of the rule fall ultimately on the issuer of the Bonds, because underwriters may be precluded from agreeing to underwrite or bid on Bonds of issuers who have not complied with their disclosure obligations. Failure to comply therefore may result in fewer bids and ultimately no bids or the inability to secure an underwriter for an issue. Closing Matters. As you know, closing of this issue is scheduled to occur on or about June 20, 2019. At the time of closing, the "Purchaser's" copies of the above items and the original Bonds will be delivered to DTC on behalf of the Purchaser of the Bonds in exchange for the agreed purchase price. Our legal opinion also will be delivered to the Purchaser at that time. Should you have any questions, or if we can be of any assistance in completing the enclosed items, please don't hesitate to contact me. Very truly yours, Ahlers & Cooney, P.C. Di Kristin Billingsley Cooper FOR THE FIRM KBC:seb Enclosures cc: Kevin Firnstahl, City of Dubuque (via e-mail w/enc.) Tiorma Pooler, Independent Public Advisors (via e-mail w/enc.) Maureen Vachuska, Wells Fargo Bank, N.A. (via e-mail w/enc.) 01600640-1\10422-200 Series 2019 A ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA $2,295,000* (Subject to Adjustment per Terms of Offering) General Obligation Bonds, Series 2019A • Receipt of bids. • Resolution directing sale. NOTICE iviU S T BE Gi V EN P URSUAIN T TO Iv^ VV A CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. June 3, 2019 The Director of Finance & Budget of the City of Dubuque, State of Iowa, met in City Hall, 50 W. 13th Street, Dubuque, Iowa, at 10:00 A.M., on the above date, to open sealed bids received, access electronic bids and to refer the sale of the Bonds to the best and most favorable bidder for cash, subject to approval by the City Council at 6:00 P.M. on the above date. The following persons were present: Tionna Pooler, President, Independent Public Advisors Jennifer, Larson, Director of Finance & Budget ******** This being the time and place for the opening of bids for the sale of $2,295,000* (Subject to Adjustment per Terms of Offering) General Obligation Bonds, Series 2019A, the meeting was opened for the receipt of bids for the Bonds. The following actions were taken: 1. Sealed bids were filed and listed in the minutes while unopened, as follows: Name & Address of Bidders: (Attach List of Bidders) 2. The Director of Finance & Budget then declared the time for filing of sealed bids to be closed and that the sealed bids be opened. The sealed bids were opened and announced. 3. Electronic bids received were accessed and announced as follows: Name & Address of Bidders: (Attach List of Bidders) 4. The best bid was determined to be as follows: Name& Address of Bidder: Bernardi Securities, Inc. / Chicago, IL True Interest Rate (as -bid): 2 .816116, Net Interest Cost (as -bid): $ 841,417.95 In consultation with Independent Public Advisors, LLC, the City considered the adjustment of the aggregate principal amount of the Bonds and each scheduled maturity thereof in accordance with the Terms of Offering and the following actions were taken: Final Par Amount as adjusted: $ 2,240,000 Purchase Price as adjusted: $ 2,282,071.70 All bids were then referred to the Council for action. 2 CITY OF DUBUQUE, IOWA TABULATION OF BIDS THE CITY OF IUB Masterpiece on the Mississippi $2,295,0001- General 2,295,0001General Obligation Bonds, Series 2019A Banking Institution Syndicate Location Purchase Price2 Net True Interest Cost4 arnard] Secuxttes, Hutchinson, Shockey, Erley & Co Robert W. Baird icago' Chicago, IL Milwaukee, WI 339,298 30 2,332,175.75 2,318,922.30 841,417 95 848,540.50 861,793.95 $860,000 Taxable General Obligation Bonds, Series 2019B 816116%0 2.845387% 2.900169% Banking Institution/ Syndicate Location Purchase Price Interest Cost True Interest Cost UMB Bank NA: Bernardi Securities, Inc. Robert W. Baird Northland Securities, Inc. Bankers' Bank Kansas City; MO Chicago, IL Milwaukee, WI Minneapolis, MN Madison, WI $877,229.30; 873,773.30 871,692.90 870,865.05 855,700.00 $98,709.03, 102,165.03 104,245.43 105,073.28 104,799.00 $4,435,0005 General Obligation Refunding Bonds, Series 2019C 2.519228% 2.614635% 2.672325% 2.695336% 2.717664% :an ing nstitution Syndicate Purchase Price6 Net True Interest Cost7 Interest Cost8 Hutchinson, Shockey, Erley & Co Chica Robert W. Baird Milwaukee, WI $4,614,947.45: 4,610,140.10 1 Following the receipt of bids, the par amount was revised to $2,240,000. 2 Following the receipt of bids, the purchase price was revised to $2,282,071.70. 3 Following the receipt of bids, the net interest was revised to $831,881.63. 4 Following the receipt of bids, the true interest cost was revised to 2.822749% 5 Following the receipt of bids, the par amount was revised to $4,240,000. 6 Following the receipt of bids, the purchase price was revised to $4,412,708.50. Following the receipt of bids, the net interest was revised to $664,084,83. s Following the receipt of bids, the true interest cost was revised to 2.314393% $683,625.88 688,433.23 2.308459% 2.326426% Page Ilofl June 3, 2019 The City Council of the City of Dubuque, State of Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:00 P.M., on the above date. There were present Mayor Buol, in the chair, and the following named Council Members: Luis Del Toro, Ric Jones, Kate Larson, David Resnick, Jake Rios, Brett Shaw Absent: Vacant: 3 al6 Council Member Resnick introduced the following Resolution entitled "RESOLUTION DIRECTING SALE OF $2,295,000* (SUBJECT TO ADJUSTMENT PER TERMS OF OFFERING) GENERAL OBLIGATION BONDS, SERIES 2019A," and moved its adoption. Council Member D e 1 Toro seconded the motion to adopt. The roll was called and the vote was, AYES: Larson, Shaw, Del Toro, Jones NAYS: Resnick, Rios, Ruo1 Whereupon, the Mayor declared the following Resolution duly adopted: RESOLUTION NO. 213-19 RESOLUTION DIRECTING SALE OF $2,295,000* (SUBJECT TO ADJUSTMENT PER TERMS OF OFFERING) GENERAL OBLIGATION BONDS, SERIES 2019A WHEREAS, bids have been received for the Bonds described as follows and the best bid received (with permitted adjustments, if any) is determined to be the following: $2,295,000* (SUBJECT TO ADJUSTMENT PER TERMS OF OFFERING) GENERAL OBLIGATION BONDS, SERIES 2019A Bidder: Bernardi Securities of Chicago, IL The terms of award: Final Par Amount as adjusted: $ 2,240,000 Purchase Price as adjusted: $ 2,282,071.70 True Interest Rate: 2.822749 Net Interest Cost: $ 831,881.63 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: Section 1. That the bid for the Bonds as above set out is hereby determined to be the best and most favorable bid received and, the Bonds are hereby awarded as described above. 4- Section 2. That the statement of information for Bond bidders and the form of contract for the sale of the Bonds are hereby approved and the Mayor and Clerk are authorized to execute the same on behalf of the City. Section 3. That the notice of the sale of the Bonds heretofore given and all acts of the Clerk done in furtherance of the sale of the Bonds are hereby ratified and approved. PASSED AND APPROVED this 3rd day of June, 2019. ATTEST: 41 Mayor 5 CERTIFICATE STATE OF IOWA ) SS COUNTY OF DUBUQUE I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the Council hereto . fi 01595253-1\10422-200 une, 2019. City Cler ity of Dubuque, S ate of Iowa ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA $2,240,000 General Obligation Bonds, Series 2019A • Resolution Appointing Paying Agent, Bond Registrar, and Transfer Agent, Approving the Paying Agent and Bond Registrar and Transfer Agent Agreement and Authorizing the Execution of the Agreement. • Resolution authorizing and providing for the issuance, and levying a tax to pay the Bonds; Approval of the Tax Exemption Certificate and Continuing Disclosure Certificate. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. June 3, 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 6:30 P.M., on the above date. There were present Mayor Roy D. Buol, in the chair, and the following named Council Members: Luis Del Toro, Ric Jones, Kate Larson, David Resnick, Jake Rios, Brett Shaw Absent: Vacant: 1 Council Member Resnick introduced the following resolution entitled "RESOLUTION APPOINTING WELLS FARGO BANK, N.A. OF MINNEAPOLIS, MINNESOTA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT", and moved that the resolution be adopted. Council Member D e 1 Toro seconded the motion to adopt. The roll was called and the vote was, AYES: Larson, Shaw, Del Toro, Jones NAYS: Resnick, Rios, Buol Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTIONNNO. 214-19 RESOLUTION APPOINTING WELLS FARGO BANK, N.A. OF MINNEAPOLIS, MINNESOTA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT WHEREAS, $2,240,000 General Obligation Bonds, Series 2019A, dated June 20, 2019, have been sold and action should now be taken to provide for the maintenance of records, registration of certificates and payment of principal and interest in connection with the issuance of the Bonds; and WHEREAS, this Council has deemed that the services offered by Wells Fargo Bank, N.A. of Minneapolis, Minnesota, are necessary for compliance with rules, regulations, and requirements governing the registration, transfer and payment of registered bonds; and WHEREAS, a Paying Agent, Bond Registrar and Transfer Agent Agreement (hereafter "Agreement") has been prepared to be entered into between the City and Wells Fargo Bank, N.A.. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: 1. That Wells Fargo Bank, N.A. of Minneapolis, Minnesota, is hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of $2,240,000 General Obligation Bonds, Series 2019A, dated June 20, 2019. -2- 2. That the Agreement with Wells Fargo Bank, N.A. of Minneapolis, Minnesota, is hereby approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of the City. PASSED AND APPROVED this 3rd day of June, 2019. 3 Council Member Resnick introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $2,240,000 GENERAL OBLIGATION BONDS, SERIES 2019A, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE TAX EXEMPTION CERTIFICATE AND CONTINUING DISCLOSURE CERTIFICATE" and moved that it be adopted. Council Member D e 1 Toro seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES:Larson, Shaw, Del Toro, Jones NAYS: Resnick, Rios, Buol Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTION NO. 215-19 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $2,240,000 GENERAL OBLIGATION BONDS, SERIES 2019A, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE TAX EXEMPTION CERTIFICATE AND CONTINUING DISCLOSURE CERTIFICATE WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS, the Issuer is in need of funds to pay costs of equipping the fire department, including the acquisition and equipping of a Quick Response Pumper, essential corporate purpose(s), and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $10,045,000 be authorized for said purpose(s); and WHEREAS, pursuant to notice published as required by Section 384.25 of the Code of Iowa, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the Bonds, and the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, the City is in need of funds to pay costs of the reconstruction, improvement and equipping of city fire stations; and for the Midtown Transfer Relocation project, including improvement and construction of vehicle pull -in and passenger waiting areas, signage, cameras, seating and shelters, general corporate purpose(s), and it is deemed necessary and advisable that General Obligation Bonds, to the amount of not to exceed $700,000 be authorized for said purpose(s); and WHEREAS, the Issuer has a population of more than 5,000 but not more than 75,000, and the Bonds for these purposes do not exceed $700,000; and WHEREAS, pursuant to notice published as required by Section 384.26 of the Code of Iowa, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the issuance of Bonds for general corporate purpose(s) in the amounts as above set forth, and, no petition for referendum having been received, the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, the Issuer is in need of funds to pay costs of aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plan for the Greater Downtown Urban Renewal District, such as those costs associated with the Multi -cultural Family Center addition remodel, essential corporate purpose(s), and it is deemed necessary and advisable that General Obligation Urban Renewal Bonds, to the amount of not to exceed $1,690,000 be authorized for said purpose(s); and WHEREAS, pursuant to notice published as required by Section 384.25 and Chapter 403 of the Code of Iowa, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the Bonds, and no petition for referendum having been received, the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the above- mentioned Bonds were heretofore sold at public sale and action should now be taken to issue said Bonds conforming to the terms and conditions of the best bid received at the advertised public sale. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: • "Authorized Denominations" shall mean $5,000 or any integral multiple thereof. • "Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant or such person's subrogee. • "Blanket Issuer Letter of Representations" shall mean the Representation Letter from the Issuer to DTC, with respect to the Bonds. • "Bond Fund" shall mean the fund created in Section 3 of this Resolution. • "Bonds" shall mean $2,240,000 General Obligation Bonds, Series 2019A, authorized to be issued by this Resolution. - 5 - "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate approved under the terms of this Resolution and to be executed by the Issuer and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Depository Bonds " shall mean the Bonds as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. • "DTC" shall mean The Depository Trust Company, New York, New York, which will act as security depository for the Bond pursuant to the Representation Letter. • "Issuer" and "City" shall mean the City of Dubuque, State of Iowa. • "Participants" shall mean those broker-dealers, banks and other financial institutions for which DTC holds Bonds as securities depository. • "Paying Agent" shall mean Wells Fargo Bank, N.A. of Minneapolis, Minnesota, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Bonds as the same shall become due. • "Project" shall mean the costs of equipping the fire department, including the acquisition and equipping of a Quick Response Pumper; the reconstruction, improvement and equipping of city fire stations; the Midtown Transfer Relocation project, including improvement and construction of vehicle pull -in and passenger waiting areas, signage, cameras, seating and shelters; and for aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plan for the Greater Downtown Urban Renewal District, such as those costs associated with the Multi -cultural Family Center addition remodel • "Project Fund" shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Bonds. • "Rebate Fund" shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate. • "Registrar" shall mean Wells Fargo Bank, N.A. of Minneapolis, Minnesota, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the 6 owners of the Bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds. • "Resolution" shall mean this resolution authorizing the Bonds. • "Tax Exemption Certificate" shall mean the Tax Exemption Certificate approved under the terms of this Resolution and to be executed by the Treasurer and delivered at the time of issuance and delivery of the Bonds. "Treasurer" shall mean the Director of Finance & Budget or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Bonds issued hereunder. Section 2. Levy and Certification of Annual Tax; Other Funds to be Used. a) Levy of Annual Tax. That for the purpose of providing funds to pay the principal and interest of the Bonds hereinafter authorized to be issued, there is hereby levied for each future year the following direct annual tax on all of the taxable property in the City of Dubuque, State of Iowa, to -wit: FISCAL YEAR (JULY 1 TO JUNE 30) AMOUNT YEAR OF COLLECTION $63,653.33 2019/2020* $67,200.00 2020/2021 $132,200.00 2021/2022 $135,250.00 2022/2023 $133,150.00 2023/2024 $136,050.00 2024/2025 $133,800.00 2025/2026 $136,550.00 2026/2027 $179,150.00 2027/2028 $185,400.00 2028/2029 $181,350.00 2029/2030 $177,300.00 2030/2031 $183,250.00 2031/2032 $183,900.00 2032/2033 $179,400.00 2033/2034 $179,900.00 2034/2035 $180,250.00 2035/2036 $180,450.00 2036/2037 $185,500.00 2037/2038 $180,250.00 2038/2039 *Payable from available cash on hand. - 7 (NOTE: For example, the levy to be made and certified against the taxable valuations of January 1, 2018 will be collected during the fiscal year commencing July 1,2019.) b) Resolution to be Filed With County Auditor. A certified copy of this Resolution shall be filed with the Auditor of Dubuque County, Iowa and the Auditor is hereby instructed in and for each of the years as provided, to levy and assess the tax hereby authorized in Section 2 of this Resolution, in like manner as other taxes are levied and assessed, and such taxes so levied in and for each of the years aforesaid be collected in like manner as other taxes of the City are collected, and when collected be used for the purpose of paying principal and interest on said Bonds issued in anticipation of the tax, and for no other purpose whatsoever. c) Additional City Funds Available. Principal and interest coming due at any time when the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly paid when due from current funds of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. Section 3. Bond Fund. Said tax shall be assessed and collected each year at the same time and in the same manner as, and in addition to, all other taxes in and for the City, and when collected they shall be converted into a special fund within the Debt Service Fund to be known as the "2019A GENERAL OBLIGATION BOND FUND NO. 1" (the "Bond Fund"), which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Bonds hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from property that is centrally assessed by the State of Iowa. Section 4. Application of Bond Proceeds. Proceeds of the Bonds, other than accrued interest except as may be provided below, shall be credited to the Project Fund and expended therefrom for the purposes of issuance. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bonds at any time that other funds shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and not immediately required for its purposes may be invested not inconsistent with limitations provided by law or this Resolution. Section 5. Investment of Bond Fund Proceeds. All moneys held in the Bond Fund, provided for by Section 3 of this Resolution shall be invested in investments permitted by Chapter 12B, Code of Iowa, as amended, or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with Chapter 12C of the Code of Iowa, as amended, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Bonds as herein provided. Section 6. Bond Details, Execution and Redemption. -8- a) Bond Details. General Obligation Bonds of the City in the amount of $2,240,000, shall be issued pursuant to the provisions of Sections 384.25, 384.26, 384.28 and 403.12 of the Code of Iowa for the aforesaid purposes. The Bonds shall be designated "GENERAL OBLIGATION BOND, SERIES 2019A", be dated June 20, 2019, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2019, and semiannually thereafter on the 1st day of June and December in each year until maturity at the rates hereinafter provided. The Bonds shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Bond. The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as follows: Principal Interest Maturity Amount Rate June 1st $65,000 3.000% 2022 $70,000 3.000% 2023 $70,000 3.000% 2024 $75,000 3.000% 2025 $75,000 3.000% 2026 $80,000 3.000% 2027 $125,000 3.000% 2028 $135,000 3.000% 2029 $135,000 3.000% 2030 $135,000 3.000% 2031 5145,000 3.000% 2032 S150,000 3.000% 2033 $150,000 3.000% 2034 $155,000 3.000% 2035 m, �n nnn ') nnno/ '-)(12� �1t�V,VVV �.VVV /O LV_IV $165,000 3.000% 2037 $175,000 3.000% 2038 S175,000 3.000% 2039 9 b) Redemption. i. Optional Redemption. Bonds maturing after June 1, 2026, may be called for optional redemption by the Issuer on that date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' written notice of redemption shall be given to the registered owner of the Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All Bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. Written notice will be deemed completed upon transmission to the owner of record. If selection by lot within a maturity, is required, the Registrar shall designate the Bonds to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Bonds to be called has been reached. If less than all of a maturity is called for redemption, the Issuer will notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot the amount of each Participant's interest in such maturity to be redeemed and each Participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. c) Urban Renewal Purposes. The Bonds are hereby declared to be issued for essential public and governmental purposes for qualified urban renewal projects. The Bonds shall recite in substance that they have been issued by the City in connection with an urban renewal project as defined by Chapter 403 of the Code of Iowa, and in any suit, action or proceeding involving the validity or enforceability of any bond issued hereunder or the security therefor, such Bond shall be conclusively deemed to have been issued for such purpose and such project shall be conclusively deemed to have been planned, located and carried out in accordance with the provisions of Chapter 403 of the Code of Iowa. Section 7. Issuance of Bonds in Book -Entry Form; Replacement Bonds. a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange of Depository Bonds for Bonds in Authorized Denominations, the Bonds shall be issued as Depository Bonds in denominations of the entire principal - 10 - amount of each maturity of Bonds (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount). The Bonds must be registered in the name of Cede & Co., as nominee for DTC. Payment of semiannual interest for any Bonds registered in the name of Cede & Co. will be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Bonds at the address indicated or in the Representation Letter. b) The Bonds will be initially issued in the form of separate single authenticated fully registered bonds in the amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of the Bonds will be registered in the registry books of the Wells Fargo Bank, N.A. kept by the Paying Agent and Registrar in the name of Cede & Co., as nominee of DTC. The Paying Agent and Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions to be redeemed, giving any notice permitted or required to be given to registered owners of Bonds under the Resolution of the Issuer, registering the transfer of Bonds, obtaining any consent or other action to be taken by registered owners of the Bonds and for other purposes. The Paying Agent, Registrar and the Issuer have no responsibility or obligation to any Participant or Beneficial Owner of the Bonds under or through DTC with respect to the accuracy of records maintained by DTC or any Participant; with respect to the payment by DTC or Participant of an amount of principal or redemption price of or interest on the Bonds; with respect to any notice given to owners of Bonds under the Resolution; with respect to the Participant(s) selected to receive payment in the event of a partial redemption of the Bonds, or a consent given or other action taken by DTC as registered owner of the Bonds. The Paying Agent and Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to Cede & Co. in accordance with the Representation Letter, and all payments are valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum paid. DTC must receive an authenticated Bond for each separate stated maturity evidencing the obligation of the Issuer to make payments of principal of and premium, if any, and interest. Upon delivery by DTC to the Paying Agent and Registrar of written notice that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to the new nominee in accordance with this Section. c) In the event the Issuer determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds certificates, the Issuer may notify DTC and the Paying Agent and Registrar, whereupon DTC will notify the Participants, of the availability through DTC of Bonds certificates. The Bonds will be transferable in accordance with this Section. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Issuer and the Paying Agent and Registrar and discharging its responsibilities under applicable law. In this event, the Bonds will be transferable in accordance with this Section. d) Notwithstanding any other provision of the Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on the Bond and all - 11 - notices must be made and given, respectively to DTC as provided in the Representation letter. e) In connection with any notice or other communication to be provided to Bondholders by the Issuer or the Paying Agent and Registrar with respect to a consent or other action to be taken by Bondholders, the Issuer or the Paying Agent and Registrar, as the case may be, shall establish a record date for the consent or other action and give DTC notice of the record date not less than 15 calendar days in advance of the record date to the extent possible. Notice to DTC must be given only when DTC is the sole Bondholder. f) The Representation Letter is on file with DTC and sets forth certain matters with respect to, among other things, notices, consents and approvals by Bondholders and payments on the Bonds. The execution and delivery of the Representation Letter by the Mayor is hereby authorized. g) In the event that a transfer or exchange of the Bonds is permitted under this Section, the transfer or exchange may be accomplished upon receipt by the Registrar from the registered owners of the Bonds to be transferred or exchanged and appropriate instruments of transfer. In the event Bond certificates are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, or other securities depository as holder of all the Bonds, the provisions of the Resolution apply to, among other things, the printing of certificates and the method or payment of principal of and interest on the certificates. Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and transfer of interests in Depository Bonds by book entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Bonds in accordance with and as such interests may appear with respect to such book entries. h) The officers of the Issuer are authorized and directed to prepare and furnish to the purchaser, and to the attorneys approving the legality of Bonds, certified copies of proceedings, ordinances, resolutions and records and all certificates and affidavits and other instruments as may be required to evidence the legality and marketability of the Bonds, and all certified copies, certificates, affidavits and other instruments constitute representations of the Issuer as to the correctness of all stated or recited facts. Section 8. Registration of Bonds; Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation. a) Registration. The ownership of Bonds may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Bonds, and in no other way. Wells Fargo Bank, N.A.is hereby appointed as Bond Registrar under the terms of this Resolution and under the provisions of a separate agreement with the Issuer filed herewith which is made a part hereof by this reference. - 12- Registrar shall maintain the books of the Issuer for the registration of ownership of the Bonds for the payment of principal of and interest on the Bonds as provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bonds and in this Resolution. b) Transfer. The ownership of any Bond may be transferred only upon the Registration Books kept for the registration and transfer of Bonds and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Bond (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Bond, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds, in accordance with the provisions of this Resolution. d) Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. f) Non -Presentment of Bonds. In the event any payment check representing payment of principal of or interest on the Bonds is returned to the Paying Agent or if any bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to - 13 - hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer. g) Registration and Transfer Fees. The Registrar may furnish to each owner, at the Issuer's expense, one bond for each annual maturity. The Registrar shall furnish additional Bonds in lesser denominations (but not less than the minimum denomination) to an owner who so requests. Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Bond, shall be made to the registered holder thereof or to their designated agent as the same appear on the books of the Registrar on the 1 5th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Bonds to the extent of the payments so made. Upon receipt of the final payment of principal, the holder of the Bond shall surrender the Bond to the Paying Agent. Section 11. Execution, Authentication and Delivery of the Bonds. Upon the adoption of this Resolution, the Mayor and Clerk shall execute the Bonds by their manual or authorized signature and deliver the Bonds to the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Bond a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. No Bonds shall be authenticated and delivered by the Registrar unless and until there shall have been provided the following: 1. A certified copy of the Resolution of Issuer authorizing the issuance of the Bonds; - 1 4 - 2. A written order of Issuer signed by the Treasurer of the Issuer directing the authentication and delivery of the Bonds to or upon the order of the Purchaser upon payment of the purchase price as set forth therein; 3. The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, concerning the validity and legality of all the Bonds proposed to be issued. Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered bondholder. Section 13. Form of Bond. Bonds shall be printed substantially in the form as follows: "STATE OF IOWA" "COUNTY OF DUBUQUE" "CITY OF DUBUQUE" "GENERAL OBLIGATION BOND" "SERIES 2019A" CORPORATE PURPOSE Rate: Maturity: Bond Date: June 20, 2019 CUSIP No.: "Registered" Certificate No. Principal Amount: $ The City of Dubuque, State of Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to (Registration panel to be completed by Registrar or Printer with name of Registered Owner). or registered assigns, the principal sum of (enter principal amount in long form) THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of Wells Fargo Bank, N.A., Paying Agent of this issue, or its successor, with interest on the sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2019, and semiannually thereafter on the 1st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the month preceding such -15- I interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 - day months. This Bond is issued pursuant to the provisions of Sections 384.25, 384.26, 384.28 and 403.12 of the Code of Iowa, for the purpose of paying costs of equipping the fire department, including the acquisition and equipping of a Quick Response Pumper; the reconstruction, improvement and equipping of city fire stations; the Midtown Transfer Relocation project, including improvement and construction of vehicle pull -in and passenger waiting areas, signage, cameras, seating and shelters; and for aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Chapter 403 and the Urban Renewal Plan for the Greater Downtown Urban Renewal District, such as those costs associated with the Multi- cultural Family Center addition remodel, in conformity to a Resolution of the Council of said City duly passed and approved. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Bonds maturing after June 1, 2026, may be called for optional redemption by the Issuer and paid before maturity on said date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' written notice of redemption shall be given to the registered owner of the Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. Written notice will be deemed completed upon transmission to the owner of record. If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Bonds to be called has been reached. If less than all of a maturity is called for redemption, the Issuer will notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot the amount of each Participant's interest in such maturity to be redeemed and each Participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. - 16 - Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by Wells Fargo Bank, N.A., the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. This Bond and the series of which it forms has been issued by the City in connection with an urban renewal project as defined in Chapter 403 of the Code of Iowa, and in any suit, action or proceeding involving the validity or enforceability of any bond issued hereunder or the security therefor, such Bond shall be conclusively deemed to have been issued for such purpose and such project shall be conclusively deemed to have been planned, located and carried out in accordance with the provisions of Chapter 403 of the Code of Iowa. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Bond, have been existent, had, done and performed as required by law; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest of this Bond as the same will respectively become due; that such taxes have been irrevocably pledged for the prompt payment hereof, both principal and interest; and the total indebtedness of the Issuer including this Bond, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of the City printed or impressed hereon, and to be authenticated by the manual signature of an authorized representative of the Registrar, Wells Fargo Bank, N.A., Minneapolis, Minnesota. Date of authentication: This is one of the Bonds described in the within mentioned Resolution, as registered by Wells Fargo Bank, N.A. Wells Fargo Bank, N.A., Registrar By: Authorized Signature Registrar and Transfer Agent: Wells Fargo Bank, N.A. Paying Agent: Wells Fargo Bank, N.A. SEE REVERSE FOR CERTAIN DEFINITIONS - 17 - (Seal) (Signature Block) CITY OF DUBUQUE, STATE OF IOWA By: (manual or facsimile signature) Mayor ATTEST: By: (manual or facsimile signature) City Clerk (Information Required for Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED) 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. - 18 - INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number Transferee(s) of Transferee(s) Transferee is a(n): Individual* Corporation Partnership Trust *If the Bond is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - Custodian (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST (End of form of Bond) Section 14. Closing Documents. The Mayor and City Clerk are authorized and directed to execute, attest, seal and deliver for and on behalf of the City any other additional certificates, documents, or other papers and perform all other acts, including without limitation the execution of all closing documents, as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 15. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between said City and the purchaser of the Bonds. Section 16. Non -Arbitrage Covenants. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage bonds within the meaning of Sections 148(a) and (b) of the Internal Revenue Code of the United States, as amended, and that throughout the term of the Bonds it will comply with the requirements of statutes and regulations issued thereunder. - 19 - To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds. Section 17. Approval of Tax Exemption Certificate. Attached hereto is a form of Tax Exemption Certificate stating the Issuer's reasonable expectations as to the use of the proceeds of the Bonds. The form of Tax Exemption Certificate is approved. The Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Resolution. The Finance Director is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate at issuance of the Bonds to certify as to the reasonable expectations and covenants of the Issuer at that date. Section 18. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part of this Resolution and made a part hereof. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Resolution; however, any holder of the Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under the Continuing Disclosure Certificate. For purposes of this section, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. Section 19. Additional Covenants, Representations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Bonds from time to time outstanding that the Issuer through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Bonds;(c) consult with Bond (Counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds;(e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance. Section 20. Amendment of Resolution to Maintain Tax Exemption. This Resolution may be amended without the consent of any owner of the Bonds if, in the opinion of Bond Counsel, such amendment is necessary to maintain tax exemption with respect to the Bonds under applicable Federal law or regulations. - 20 - Section 21. Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. Section 22. Severability Clause. If any section, paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this 3rd day of June, 2019. ATTEST: 41 Mayor -21 - CERTIFICATE STATE OF IOWA ) SS COUNTY OF DUBUQUE I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the Council hereto f. aed this 4th day of June, 2019. City Cl-, ity of Dubuque, State of Iowa COUNTY AUDITOR'S CERTIFICATE fSQ .61tl , County Auditor of Dubuque County, State of Iowa, hereby certify that on the ! Cid day of T(Avu - , 2019 there was filed in my office the Resolution of the City Council of the City of Dubuque, State of Iowa, adopted on the 3rd day of June, 2019, such Resolution levying a tax for the purpose of paying principal and interest on $2,240,000 of General Obligation Bonds, Series 2019A, dated June 20, 2019, and authorizing the issuance of the Bonds. 160049-h\10422).20 County Auditor of Dubuque County, State of Iowa 1 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Dubuque, State of Iowa(the "Issuer"), in connection with the issuance of $ General Obligation Bonds, Series 2019A and $ Taxable General Obligation Bonds, Series 2019B, (the "Bonds") dated June 20, 2019. The Bonds are being issued pursuant to a Resolution of the Issuer approved on June 3, 2019 (the "Resolution"). The Issuer covenants and agrees as follows: Section 1. Purpose ofthe Disclosure Certificate; Interpretation. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5). This Disclosure Certificate shall be governed by, construed and interpreted in accordance with the Rule, and,to the eatent not in conflict with the Rule, the laws of the State. Nothing herein shall be interpreted to require more than required by the Rule. Section 2. Definitions. In addition to the definitions set forth in the Resolutions, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Financial Information" shall mean financial information or operating data of the type included in the final Official Statement, provided at least annually by the Issuer pursuant to, and as described in, Sections 3 and 4 ofthis Disclosure Certificate. "Beneficial Owner" shall mean any person which (a)has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Business Day" shall mean a day other than a Saturday or a Sunday or a day on which banks in Iowa are authorized or required by law to close. "Dissemination Agent" shall mean the Issuer or any Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "Financial Obligation" shall mean a(i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or(iii) guarantee of(i) or (ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with S.E.C. Rule 15c2-12. "Holders" shall mean the registered holders of the Bonds, as recorded in the registration books ofthe Registrar. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal Securities Rulemaking Board, 1300 I Street NW, Suite 1000, Washington, DC 20005. "National Repository" shall mean the MSRB's Electronic Municipal Market Access website, a/k/a "EMMA" (emmamsrb.org). "OfFicial Statement" shall mean the Issuer's Official Statement for the Bonds, dated , 2019. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission (S.E.C.) under the Securities Exchange Act of 1934, and any guidance and procedures thereunder published by the S.E.C., as the same may be amended from time to time. "State" shall mean the State of Iowa. Section 3. Provision of Annual Financial Information. a) The Issuer shall, or shall cause the Dissemination Agent to, not later than two hundred ten (210) days after the end of the Issuer's fiscal year (presently June 30th) commencing with information for the 2018/2019 fiscal year, provide to the National Repository an Annual Financial Information filing consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Financial Information filing must be submitted in such format as is required by the MSRB (currently in "searchable PDF" format). The Annual Financial Information filing may be submitted as a single document or as separate documents comprising a package. The Annual Financial Information filing may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Financial Information filing and later than the date required above for the filing of the Annual Financial Information if they are not available by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). b) If the Issuer is unable to provide to the National Repository the Annual Financial Information by the date required in subsection (a), the Issuer shall send a notice to the Municipal Securities Rulemaking Board, if any, in substantially the form attached as Exhibit A. c) The Dissemination Agent shall: 2 i. each year file Annual Financial Information with the National Repository; and ii. (if the Dissemination Agent is other than the Issuer), file a report with the Issuer certifying that the Annual Financial Information has been filed pursuant to this Disclosure Certificate, stating the date it was filed. Section 4. Content of Annual Financial Information. The Issuer's Annual Financial Information filing shall contain or incorporate by reference the following: a) The last available audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under State law, as in effect from time to time, or, if and to the eatent such financial statements have not been prepared in accordance with generally accepted accounting principles, noting the discrepancies therefrom and the effect thereo£ If the Issuer's audited financial statements far the preceding years are not available by the time Annual Financial Information is required to be filed pursuant to Section 3(a),the Annual Financial Information filing shall contain unaudited financial statements of the type included in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Financial Information when they become available. b) A table, schedule or other information prepared as of the end of the preceding fiscal year, of the type contained in the final Official Statement under the captions "Iowa Property Valuations", "1/1/2018 Valuations", "2018 Gross Taxable Valuation by Class of Property", "Trend of Valuations", "Larger Taxpayers", "Debt Limit*" "Direct Debt", "Other Debt", "Indirect Debt", "Tax Rates", and "Levies and Collections". *will include one valuation year going forward Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been filed with the National Repository. The Issuer shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. a) Pursuant to the provisions of this Section, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not later than 10 Business Days after the day of the occurrence of the event: i. Principal and interest payment delinquencies; 3 ii. Non-payment related defaults, if material; iii. Unscheduled draws on debt service reserves reflecting financial difficulties; iv. Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties; v. Substitution of credit or liquidity providers, or their failure to perform; vi. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the Series Bonds, or material events affecting the tax-exempt status of the Bonds; vii. Modifications to rights of Holders of the Bonds, if material; viii. Bond calls (excluding sinking fund mandatory redemptions), if material, and tender offers; ix. Defeasances ofthe Bonds; x. Release, substitution, or sale of property securing repayment of the Bonds, if material; xi. Rating changes on the Bonds; xii. Bankruptcy, insolvency, receivership or similar event of the Issuer; xiii. The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; xiv. Appointment of a successor or additional trustee or the change of name of a trustee, if material; xv. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material; and 4 xvi. Default, event of acceleration,termination event, modification of terms or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. b) Whenever the Issuer obtains the knowledge of the occurrence of a Listed Event,the Issuer shall determine if the occurrence is subject to notice only if material, and if so shall as soon as possible determine if such event would be material under applicable federal securities laws. c) If the Issuer determines that knowledge of the occurrence of a Listed Event is not subject to materiality, or determines such occurrence is subject to materiality and would be material under applicable federal securities laws,the Issuer shall promptly, but not later than 10 Business Days after the occurrence of the event,file a notice of such occurrence with the Municipal Securities Rulemaking Board through the filing with the National Repository. Section 6. Termination of Renortine Oblieation. The Issuer's obligations under this Disclosure Certificate with respect to each Series of Bonds shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds of that Series or upon the Issuer's receipt of an opinion of nationally recognized bond counsel to the effect that, because of legislative action or final judicial action or administrative actions or proceedings,the failure of the Issuer to comply with the terms hereof will not cause Participating Underwriters to be in violation ofthe Rule or other applicable requirements ofthe Securities Exchange Act of 1934, as amended. Section 7. Dissemination A�ent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer. Section 8. Amendment: Waiver. Notwithstanding any other provision ofthis Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: a) If the amendment or waiver relates to the provisions of Section 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, ar the type of business conducted; b) The undertaking, as amended ar taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations ofthe Rule, as well as any change in circumstances; and 5 c) The amendment or waiver either(i) is approved by the Holders of the Bonds in the same manner as provided in the Resolutions for amendments to the Resolutions with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the neat Annual Financial Information filing, and shall include, as applicable, a narrative explanation of the reason far the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii)the Annual Financial Information filing for the year in which the change is made will present a comparison or other discussion in narrative form (and also, if feasible, in quantitative form) describing or illustrating the material differences between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Financial Information filing or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Financial Information filing or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Financial Information filing or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order,to cause the Issuer to comply with its obligations under this Disclosure Certificate. Direct, indirect, consequential and punitive damages shall not be recoverable by any person for any default hereunder and are hereby waived to the eatent permitted by law. A default under this Disclosure Certificate shall not be deemed an event of default under the Resolutions, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys'fees) of defending against any claim of 6 liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 13. Rescission Ri�hts. The Issuer hereby reserves the right to rescind this Disclosure Certificate without the consent of the Holders in the event the Rule is repealed by the S.E.C. or is ruled invalid by a federal court and the time to appeal from such decision has expired. In the event of a partial repeal or invalidation of the Rule,the Issuer hereby reserves the right to rescind those provisions of this Disclosure Certificate that were required by those parts of the Rule that are so repealed or invalidated. Date: day of , 2019. CITY OF DUBUQUE, STATE OF IOWA By: Mayor ATTEST: By: City Clerk 7 EXHIBIT A-1 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Issuer: City of Dubuque, Iowa Name of Bond Issue: $ General Obligation Bonds, Series 2019A Dated Date of Issue: June 20, 2019 NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial Information with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Bonds. The Issuer anticipates that the Annual Financial Information will be filed by Dated: day of , 20 CITY OF DUBUQUE, STATE OF IOWA By: Its: EXHIBIT A-2 NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION Name of Issuer: City of Dubuque, Iowa Name of Bond Issue: $ Taxable General Obligation Bonds, Series 2019B Dated Date of Issue: June 20, 2019 NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial Information with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Certificate delivered by the Issuer in connection with the Bonds. The Issuer anticipates that the Annual Financial Information will be filed by Dated: day of , 20 CITY OF DUBUQUE, STATE OF IOWA By: Its: ois9sz66-i�ioazz-zoo 9 TAX EXEMPTION CERTIFICATE of CITY OF DUBUQUE, COUNTY OF DUBUQUE, STATE OF IOWA, ISSUER $ General Obligation Bonds, Series 2019A This instrument was prepared by: Ahlers & Cooney, P.C. 100 Court Avenue, Suite 600 Des Moines, Iowa 50309 (515) 243-7611 TABLE OF CONTENTS This Table of Contents is not a part of this Tax Exemption Certificate and is provided only for convenience of reference. INTRODUCT ION..........................................................................................................................1 ARTICLE I DEFINITIONS.........................................................................................................1 ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS.................................................................................................................4 Section 2.1 Authority to Certify and Expectations.........................................................4 Section 2.2 Receipts and Expenditures of Sale Proceeds ...............................................7 Section 2.3 Purpose of Bonds.........................................................................................7 Section 2.4 Facts Supporting Tax-Exemption Classification.........................................7 Section 2.5 Facts Supporting Temporary Periods for Proceeds .....................................8 Section 2.6 Resolution Funds at Restricted or Unrestricted Yield.................................8 Section 2.7 Pertaining to Yields......................................................................................9 ARTICLE III REBATE................................................................................................................9 Section3.1 Records ........................................................................................................9 Section3.2 Rebate Fund.................................................................................................9 Section 3.3 Exceptions to Rebate..................................................................................10 Section 3.4 Calculation of Rebate Amount...................................................................l l Section 3.5 Rebate Requirements and the Bond Fund..................................................l l Section 3.6 Investment ofthe Rebate Fund..................................................................12 Section 3.7 Payment to the United States.....................................................................12 Section3.8 Records ......................................................................................................12 Section 3.9 Additional Payments..................................................................................13 ARTICLE IV INVESTMENT RESTRICTIONS.....................................................................13 Section 4.1 Avoidance of Prohibited Payments............................................................13 Section 4.2 Market Price Requirement.........................................................................13 Section 4.3 Investment in Certificates of Deposit ........................................................14 Section 4.4 Investment Pursuant to Investment Contracts and Agreements ................14 Section4.5 Records ......................................................................................................16 Section 4.6 Investments to be Lega1.............................................................................16 ARTICLE V GENERAL COVENANTS ..................................................................................17 ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS...............................17 Section 6.1 Opinion of Bond Counsel; Amendments...................................................17 Section 6.2 Additional Covenants, Agreements ...........................................................17 Section 6.3 Internal Revenue Service Audits ...............................................................17 Section6.4 Amendments..............................................................................................17 EXHIBTT «A.................................................................................................19 i TAX EXEMPTION CERTIFICATE CITY OF DUBUQUE, STATE OF IOWA THIS TAX EXEMPTION CERTIFICATE made and entered into on June 20, 2019, by the City of Dubuque, County of Dubuque, State of Iowa(the "Issuer"). INTRODUCTION This Certificate is executed and delivered in connection with the issuance by the Issuer of its $ General Obligation Bonds, Series 2019A(the "Bonds"). The Bonds are issued pursuant to the provisions of the Resolution of the Issuer authorizing the issuance of the Bonds. Such Resolution 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 the owners 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 pertinent legal regulations issued thereunder 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 meanings set forth below. The terms defined in the Resolution shall retain the meanings set forth therein when used in this Certificate. Other terms used in this Certificate shall have the meanings set forth in the Code or in the Regulations. • "Annual Debt Service" means the principal of and interest on the Bonds scheduled to be paid during a given Bond Year. • "Bonds" means the $ aggregate principal amount of General Obligation Bonds, Series 2019A, 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 nationally recognized standing in matters pertaining to the tax-exempt status of interest on obligations issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any State of the United States of America. • "Bond Fund" means the Sinking Fund described in the Resolution. 1 • "Bond Purchase Agreement" means the binding contract in writing for the sale ofthe Bonds. • "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 shorter period 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 and bonds described in Section 2.1(1) when used in computing the present value of all payments of principal and interest to be paid on the Bonds and bonds described in Section 2.1(1), using semiannual compounding on a 360- day year as computed under Regulation 1.148-4. • "Certificate" means this Tax Exemption Certificate. • "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 supplement 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 Earnings" means the amount earned on all Nonpurpose Investments minus the amount which would have been earned if such Nonpurpose Investments were invested at a rate 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. • "Governmental Obligations" means direct general obligations of, or obligations the timely payment of the principal of and interest on which is unconditionally guaranteed by the United States. • "Gross Proceeds" as defined in Regulation 1.148-1(b), means any Proceeds ofthe Bonds and any replacement proceeds (as defined in Regulation 1.148-1(c)) ofthe Bonds. • "Gross Proceeds Funds" means the Project Fund, Proceeds held to pay cost of issuance, and any other fund or account held far the benefit of the owners of the Bonds or containing Gross Proceeds of the Bonds except the Bond Fund and the Rebate Fund. 2 • "Issue Price" as defined in Regulation 1.148-1(b) and (�(2), means the price determined pursuantto the Special Rule for Competitive Sales in accordance with Regulation 1.148-1(�(2)(iii). The Issuer hereby elects to utilize the Special Rule for Competitive Sales and treats the reasonably expected initial offering price to the public as of the sale date as the issue price of the Bonds. The Purchasers have certified the Issue Price to be not more than $ , as set forth in Exhibit A. • "Issuer" means the City of Dubuque, a municipal corporation in the County of Dubuque, State of Iowa. • "Minor Portion of the Bonds", as defined in Regulation 1.148-2(g), means the lesser of five (5)percent of Proceeds or $100,000. The Minor Portion of the Bonds is computed to be $ • "Nonpurpose Investments" means any investment property which is acquired with Gross Proceeds and is not acquired to carry out the governmental purpose ofthe 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 of the Bonds. • "Project" means the costs of equipping the fire department, including the acquisition and equipping of a Quick Response Pumper; the reconstruction, improvement and equipping of city fire stations; the Midtown Transfer Relocation project, including improvement and construction of vehicle pull-in and passenger waiting areas, signage, cameras, seating and shelters; and for aiding in the planning, undertaking and carrying out of urban renewal proj ects under the authority of Chapter 403 and the Urban Renewal Plan far the Greater powntown Urban Renewal District, such as those costs associated with the Multi-cultural Family Center addition remodel as more fully described in the Resolution. • "Project Fund" shall mean the fund required to be established by the Resolution for the deposit of the Proceeds of the Bonds. • "Purchasers" means of , , constituting the initial purchasers 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 following each Computation Date or the Final Bond Retirement Date. 3 • "Regulations" means the Income Tax Regulations, amendments and successor provisions promulgated by the Department of the Treasury under Sections 103, 148 and 149 ofthe Code, or other Sections ofthe Code relatingto "arbitrage bonds", includingwithoutlimitationRegulations 1.148-lthrough 1.148-11, 1.149(b)-1, 1.149- d(1), 1.150-1 and 1.150-2. • "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 June 3, 2019, authorizingthe issuance ofthe Bonds. • "Sale Proceeds" as defined in Regulation 1.148-1(b), means any amounts actually or constructively received from the sale of the Bonds, including amounts used to pay underwriter's discount or compensation and accrued interest other than pre-issuance accrued interest. • "Sinking Fund" means the Bond Fund. • "SLGS" means demand deposit Treasury securities ofthe State and Local Government Series. • "Tax Exempt Obligations" means bonds or other obligations the interest on which is excludable from the gross income of the owners thereof under Section 103 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 Purchaser's certificate attached to this Certificate as Exhibit A, setting forth certain representations relevant to the Issue Price of the Bonds and the offering prices at which the Purchaser will reoffer and sell the Bonds to the public. ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS The Issuer hereby certifies, represents and agrees as follows: Section 2.1 Authority to Certify and Expectations (a) The undersigned officer of the Issuer along with other officers of the Issuer, are charged with the responsibility of issuing the Bonds. 4 (b) This Certificate is being executed and delivered in part far the purposes specified in Section 1.148-2(b)(2) of the Regulations and is intended (among other purposes)to establish reasonable expectations of the Issuer at this time. (c) The Issuer has not been notified of any disqualification or proposed disqualification of it by the Commissioner of the Internal Revenue Service as a bond issuer which may certify bond issues under Section 1.148-2(b)(2) of the Regulations. (d) The certifications, representations and agreements set forth 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 actually received, (2)with respect to payments of amounts into various funds or accounts, review of the authorizations or directions for such payments made by the Issuer pursuant to the Resolution and this Certificate, (3) with respect to the Issue Price,the certifications of the Purchasers as set forth in the Verification Certificate and certifications of the Municipal Advisor as set forth in the Municipal Advisor's Certificate, (4)with respect to expenditure of the Proceeds of the Bonds, actual expenditures and reasonable expectations of the Issuer as to when the Proceeds will be spent for purposes of the Project and (5) with respect to Bond Yield, review of the Verification Certificate and certifications of the Municipal Advisor as set forth in the Municipal Advisor's Certificate. The Issuer has no reason to believe such facts, estimates or circumstances are untrue or incomplete in any material way. (e) To the best of the knowledge and belief of the undersigned officer of the Issuer, there are no facts, 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. (� 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 debt service fund or reserve fund, not more than five percent (5%) of the Proceeds of the Bonds will be (a) used to make loans which are guaranteed by the United States or any agency or instrumentality 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 Return far Tax-Exempt Governmental Obligations with respect to the Bonds and such other reports required to comply 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 141 (a) of the Code, including any use of the Proj ect by any person other than a governmental unit if such use will be by other than 5 a member of the general public. None of the Proceeds of the Bonds will be used directly or indirectly to make or finance loans to any person other than a governmental unit. (j) The Issuer will make no change in the nature or purpose of the Project except as provided in Section 6.1 hereof. (k) Except as provided in the Resolution,the Issuer will not establish any sinking fund, bond fund, reserve fund, debt service fund or other fund reasonably expected to be used to pay debt service on the Bonds (other than the Bond Fund and any Reserve Fund), exercise its option to redeem Bonds prior to maturity or effect a refunding of the Bonds. (1) Except for the Bonds described as $ General Obligation Refunding Bonds, Series 2019C, no tax-exempt 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 sale of the Bonds, (3) have been delivered in the past 15 days or(4)will be delivered in the neat 15 days pursuant to a common plan of financing for 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 Issuer used directly or indirectly to acquire obligations having a yield higher than the Bond Yield. (n) No portion of the Bonds is issued far 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 will be used in a manner that would cause the interest on the Bonds to be includible 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 outstanding longer than is reasonably necessary to accomplish the governmental purposes of the Bonds. In fact,the Bonds will not remain outstanding longer than 120% of the economic useful life of the assets financed with the Proceeds of the Bonds. (r) The Bonds will not be Hedge Bonds as described in Section 149(g)(3) of the Code because the Issuer reasonably expects that it will meet the Expenditure test set forth in Section 2.5(b)hereof and that 50% or more of the Proceeds will not be invested in Nonpurpose Investments having a substantially guaranteed yield for four or more years. 6 Except for costs of issuance, all Sale Proceeds and investment earnings thereon will be expended for costs of the type that would be chargeable to capital accounts under the Code pursuant to federal income tax principles if the Issuer were treated as a corporation subject to federal income taxation. Section 2.2 Receints and Exnenditures of Sale Proceeds Sale Proceeds (par plus re-offering premium of$ ), less underwriter's discount of$ , received at Closing are expected to be deposited and expended as follows: (a) $ representing costs of issuing the Bonds 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) $ will be deposited into the Project Fund and will be used together with earnings thereon to pay the costs ofthe Project and will not exceed the amount necessary to accomplish the governmental purposes of the Bonds. Section 2.3 Purpose of Bonds The Issuer is issuing the Bonds to pay the costs of equipping the fire department, including the acquisition and equipping of a Quick Response Pumper;the reconstruction, improvement and equipping of city fire stations; the Midtown Transfer Relocation project, including improvement and construction of vehicle pull-in and passenger waiting areas, signage, cameras, seating and shelters; and for aiding in the planning, undertaking and carrying out of urban renewal proj ects under the authority of Chapter 403 and the Urban Renewal Plan for the Greater powntown Urban Renewal District, such as those costs associated with the Multi- cultural Family Center addition remodel. Section 2.4 Facts Sunnortin�Tax-Exemntion Classification Governmental Bonds Private Business Use/Private Security or Payment Tests The Bonds are considered to be governmental bonds, not subject to the provisions of the alternate minimum tax. The Proceeds will be used for the purposes described in Section 2.3 hereo£ These bonds are not private activity bonds because no amount of Proceeds of the Bonds is to be used in a trade or business carried on by a non- governmental unit. Rather, the Proceeds will be used to finance the general government operations and facilities of the Issuer described in Section 2.3 hereo£ None of the payment of principal or interest on the Bonds will be derived from, or secured by, money or property used in a trade or business of a non-governmental unit. In addition, none of the governmental operations or facilities of the Issuer being financed with the Proceeds of the Bonds are subject to any lease, management contract or other similar arrangement or to any arrangement for use other than as by the general public. 7 Private Loan Financin�Test 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. Section 2.5 Facts Sunnortine Temnorary Periods for Proceeds (a) Time Test. Not later than six months after the Closing Date,the Issuer will incur a substantial binding obligation to a third party to expend at least 5% of the net Sale Proceeds ofthe Bonds. (b) Exnenditure Test. Not less than 85% of the net Sale Proceeds will be expended for Project costs, including the reimbursement of other funds expended to date, within a three-year temporary period from the Closing Date. (c) Due Dili�ence Test. Not later than six months after Closing, work on the Project will have commenced and will 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 of this 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. Section 2.6 Resolution Funds at Restricted or Unrestricted Yield (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 far the Bonds. The Issuer has not and will not pledge any moneys ar Taxable Obligations in order to pay debt service on the Bonds or restrict the use of such moneys or Taxable Obligations 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 a major 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 matching of revenues and debt service within each Bond Year and the Issuer will apply moneys deposited into the Bond Fund to pay the principal of and interest on the Bonds. Such Fund will be depleted at least once each Bond Year except for a reasonable carryover amount. The carryover amount will not exceed the greater of (1) one year's earnings on the Bond Fund ar (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 service fund as defined in Regulation 1.148-1(b). 8 Investment of amounts on deposit in the Bond Fund will not be subj ect to arbitrage rebate requirements as the Bonds meet the safe harbor set forth in Regulation 1.148-3(k), because the average annual debt service on the Bonds will not exceed $2,500,000. (d) 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 Earnings, if any, has been and shall be calculated using(i)the price taking into account discount, premium and accrued interest, as applicable, actually paid or(ii)the fair market value if less than the price actually paid and if such Taxable Obligations were not purchased directly from the United States Treasury. The Issuer will acquire all such Taxable Obligations directly from the United States Treasury or in an arm's length transaction without regard to any amounts paid to reduce the yield on such Taxable Obligations. The Issuer will not pay or permit the payment of any amounts (other than to the United States)to reduce the yield on any Taxable Obligations. Obligations pledged to the payment of debt service on the Bonds, or deposited into any reserve fund after they have been acquired by the Issuer will be treated as though they were acquired far their fair market value on the date of such pledge or deposit. Obligations on deposit in any reserve fund on the Closing Date shall be treated as if acquired far their fair market value on the Closing Date. (b) Qualified guarantees have not been used in computing yield. (c) The Bond Yield has been computed as not less than percent, which represents a blended yield with the Issuer's $ General Obligation Refunding Bonds, Series 2019C sold simultaneously with the Bonds. This Bond Yield has been computed on the basis of a purchase price for the Bonds equal to the Issue Price. ARTICLE III REBATE Section 3.1 Records 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, withdrawals, transfers from,transfers to, investments, reinvestments, sales, purchases, redemptions, liquidations and use of money or obligations until six years after the Final Bond Retirement Date. Section 3.2 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 9 any, at the times and in the manner required or permitted and subject to stated special rules and allowable exceptions. (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. (c) Moneys in the Rebate Fund shall be held by the Issuer or its designee and, subject to Sections 3.4, 3.5 and 6.1 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 will 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. Section 3.3 Exceptions to Rebate The Issuer reasonably expects that the Bonds are eligible for one or more exceptions from the arbitrage rebate rules set forth in the Regulations. If any Proceeds are ineligible, or become ineligible,for an exception to the arbitrage rebate rules, the Issuer will comply with the provisions of this Article IIL A description of the applicable rebate exception(s) is as follows: • Eighteen-Month Exception The Gross Proceeds of the Bonds are expected to be expended for the governmental purposes for which the Bonds were issued in accordance with the following schedule: 1) 15 percent spent within six months of the Closing Date; 2) 60 percent spent within one year of the Closing Date; 3) 100 percent spent within eighteen months of the Closing Date (subject to 5 percent retainage for not more than one year). In any event, the Issuer expects that the 5%reasonable retainage will be spent within 30 months of the Closing Date. For purposes of determining compliance with the six-month and twelve-month spending periods, the amount of investment earnings included shall be based on the Issuer's reasonable expectations that the average annual interest rate on investments will be not more than 5%. For purposes of determining compliance with the eighteen-month spending period, the amount of investment earnings included shall be based on actual earnings. If the Issuer fails to meet the foregoing expenditure schedule, the Issuer shall comply with the arbitrage rebate requirements ofthe Code. • Election to Treat as Construction Bonds. The Issuer reasonably expects that more than 75 percent of the "available construction proceeds" ("ACP") of the Bonds, as defined in Section 148(�(4)(C)(vi) of the Code, will be used 10 for construction expenditures. ACP includes the issue price of the issue plus the earnings on such issue. Not less than the following percentages of the ACP will be spent within the following periods: 1) 10 percent spent within six months of the Closing Date; 2) 45 percent spent within one year of the Closing Date; 3) 75 percent spent within eighteen months of the Closing Date; 4) 100 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 5%reasonable retainage will be spent within a three-year period beginning on the Closing Date. A failure to spend an amount that does not exceed the lesser of(i) 3% of the issue price ar (ii) $250,000, is disregarded if the Issuer exercises due diligence to complete the Project. • Election with respect to future earnings Pursuant to Section 1.148-7(�(2) of the Regulations, the Issuer elects to use actual investment earnings 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. Section 3.4 Calculation of Rebate Amount (a) As soon after each Computation Date as practicable, the Issuer shall, if necessary, calculate and determine the Excess Earnings on the Gross Proceeds Funds (the "Rebate Amount"). All calculations and determinations 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 currently 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 Amount,the Issuer may withdraw such excess amount provided that such withdrawal can be made from amounts originally transferred to the Rebate Fund and not from earnings thereon, which may not be transferred, and only if such withdrawal may be made without liquidating investments at a loss. Section 3.5 Rebate Requirements and the Bond Fund It is expected that the Bond Fund described in the Resolution and Section 2.6(c) of this Certificate will 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 allocated to the Bond Fund, will not be taken into account in calculating the Rebate 11 Amount far the reasons outlined in Section 2.6(c) hereo£ However, should the Bond Fund cease to be treated as a bona fide debt service fund,the Bond Fund will become subject to the rebate requirements set forth in Section 3.4 hereof. Section 3.6 Investment of the Rebate Fund (a) Immediately upon a transfer to the Rebate Fund, the Issuer may invest all amounts in the Rebate Fund not already invested and held in the Rebate Fund, to the ea�tent 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) Tax Exempt Obligations, (3) direct obligations of the United States ar (4) certificates of deposit of any bank or savings and loan association. All investments in the Rebate Fund shall be made to mature not later than the neat Rebate Payment Date. (b) If the Issuer invests in SLGS, the Issuer shall file timely subscription forms for such securities (if required). To the ea�tent possible, amounts received from maturing SLGS shall be reinvested immediately in zero yield SLGS maturing on or before the neat Rebate Payment Date. Section 3.7 Payment to the United States (a) On each Rebate Payment Date, the Issuer will pay to the United States at least ninety percent(90%) of the Rebate Amount less a computation credit of$1,000 per Bond Year for which the payment is made. (b) The Issuer will pay to the United States not later than siaty(60) days after the Final Bond Retirement Date all the rebatable arbitrage as of such date and any income attributable to such rebatable arbitrage as described in Regulation 1.148-3(�(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 8038-T, Arbitrage Rebate,filed with respect to the Bonds or other information reporting 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. Such records shall include descriptions of all 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 Certificate. Such records will also show all amounts earned on moneys invested in such funds, and the actual dates 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 transfers, deposits, disbursements and earnings including: 12 (1) 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 paid, interest 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 ar the Closing Date if different from the purchase date. (2) the amount and source of each payment to, and the amount, purpose and payee of each payment from, each such Fund. Section 3.9 Additional Pavments 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 far transfer to the Rebate Fund or payment to the United States. ARTICLE IV INVESTMENT RESTRICTIONS Section 4.1 Avoidance of Prohibited Pavments The Issuer will not enter into any transaction that reduces the amount required to be deposited into the Rebate Fund or paid to the United States because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Bond Yield 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 will not invest or direct the investment of any funds in a manner which would violate any provision ofthis Article IV. Section 4.2 Market Price Requirement (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 sale or liquidation of Taxable Obligations for less than the then available market price. (b) For purposes of this Certificate, United States Treasury obligations purchased directly from the United States Treasury will be deemed to be purchased at the market price. 13 Section 4.3 Investment in Certificates of Denosit (a) Notwithstanding anything to the contrary contained herein or in the Resolution,the Issuer will invest or direct the investment of funds on deposit in the Reserve Fund, any other Gross Proceeds Fund, the Bond Fund, and the Rebate Fund, in a certificate of deposit of a bank or savings bank which is permitted by law and by the Resolution only if the purchase price of such a certificate of deposit is treated as its fair market value on the purchase date and if the yield on the certificate of deposit is not less than (1)the yield on reasonably comparable direct obligations of the United States; and (2)the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. (b) The certificate of deposit described in paragraph 4.3(a) above must be executed by a dealer who maintains an 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 and the stability and reputation of the bank or savings bank issuing the certificate of deposit. Section 4.4 InvestmentPursuantto Investment Contracts and A�reements 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 agreement) only if all of the following requirements are satisfied: (a) The Issuer makes a bona fide solicitation far 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 material if it may directly or indirectly affect the yield ar the cost of the investment. (3) The bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has 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 courtesy to the issuer or any other person for purposes of satisfying the requirements ofparagraph (d)(�(iii)(B)(1) or(2) of Section 1.148-5 ofthe Regulations. (4) The terms of the bid specifications are commercially reasonable. A term is commercially reasonable if there is a legitimate business purpose for the 14 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 expected deposit and drawdown schedule for the amounts to be invested. (6) All potential providers have an equal opporiunity to bid and no potential provider is given the opporiunity to review other bids (i.e., a last look) before providing a bid. (7) At least three reasonably competitive providers are solicited for bids. A reasonably competitive provider is a provider that has an established industry reputation as a competitive 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) of Section 1.148-5 of the Regulations and that do not have a material financial interest in the issue. A lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until 15 days after the issue date of the issue. In addition, any entity acting as a financial advisor with respect to the purchase of the investment at the time the bid specifications are forwarded to potential providers has a material financial interest in the issue. A provider that is a related party to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue. (2) At least one of the three bids described in paragraph (d)(�(iii)(B)(1) of Section 1.148-5 of the Regulations is from a reasonably competitive provider, within the meaning of paragraph (d)(�(iii)(A)('� of Section 1.148-5 ofthe 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: (1) Guaranteed investment contracts. If the investment is a guaranteed investment contract,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). 15 (d) The provider of the investments or the obligor on the guaranteed investment 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 until three years after the last outstanding bond is redeemed: (1) For purchases of guaranteed investment contracts, a copy of the contract, and for 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 far the investments, including a record of any administrative costs paid by the Issuer, and the certification under paragraph (d)(�(iii)(D) of Section 1.148-5 ofthe Regulations. (3) For each bid that is submitted, the name of the person and entity submitting the bid,the time and date of the bid, and the bid results. (4) The 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 at the time 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. Section 4.6 Investments to be Legal All investments required to be made pursuant to this Certificate shall be made to the ea�tent 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 such proceeds, 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. 16 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 realized. The Issuer reasonably expects to comply with all covenants contained in this Certificate. ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS Section 6.1 Oninion of Bond Counsel: Amendments The various provisions of this Certificate need not be observed and this Certificate may be amended or supplemented 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 Code and that the terms of such amendment or supplement will not cause any of the Bonds to become "arbitrage bonds" under the Code, or otherwise cause interest on any of the Bonds to become includable in gross income for federal income tax purposes. Section 6.2 Additional Covenants, Agreements The Issuer hereby covenants to make, execute and enter into (and to take such actions, if any, as may be necessary to enable it to do so) such agreements as may be necessary to comply with any changes in law or regulations in order to preserve the tax-exempt status of the Bonds to the ea�tent that it may lawfully do so. The Issuer further covenants (1)to impose such limitations on the investment or use 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 calculations, and (5)to perform such other lawful acts as may be necessary to preserve the tax- exempt status of the Bonds. Section 6.3 Internal Revenue Service Audits The Internal Revenue Service has not audited the Issuer regarding any obligations issued by or on behalf of the Issuer. To the best knowledge of the Issuer, no such obligations of the Issuer are currently under examination by the Internal Revenue Service. Section 6.4 Amendments Except as otherwise provided in Section 6.1 hereof, all the rights, powers, duties and obligations of the Issuer shall 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 above written. Director of Finance & Budget, City of Dubuque, State of Iowa (SEAL) 18 EXHIBIT A ISSUE PRICE CERTIFICATE 01595300-1\10422-200 Series 2019 B ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA $860,000* (Subject to Adjustment per Terms of Offering) Taxable General Obligation Bonds, Series 2019B • Receipt of bids. • Resolution directing sale. 1 11'. L MUST BE GIVEN PUI'. L L J`V 1 TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. June 3, 2019 The Director of Finance & Budget of the City of Dubuque, State of Iowa, met in City Hall, 50 W. 13th Street, Dubuque, Iowa, at 10:00 A.M., on the above date, to open sealed bids received, access electronic bids and to refer the sale of the Bonds to the best and most favorable bidder for cash, subject to approval by the City Council at 6:00 P.M. on the above date. The following persons were present: Tionna Pooler, President, Independent Public Advisors Jennifer Larson, Director of Finance & Budget ******** 1 This being the time and place for the opening of bids for the sale of $860,000* (Subject to Adjustment per Terms of Offering) Taxable General Obligation Bonds, Series 2019B, the meeting was opened for the receipt of bids for the Bonds. The following actions were taken: 1. Sealed bids were filed and listed in the minutes while unopened, as follows: Name & Address of Bidders: (Attach List of Bidders) 2. The Director of Finance & Budget then declared the time for filing of sealed bids to be closed and that the sealed bids be opened. The sealed bids were opened and announced. 3. Electronic bids received were accessed and announced as follows: Name & Address of Bidders: (Attach List of Bidders) 4. The best bid was determined to be as follows: Name& Address of Bidder: UMB BankN.A. of Kansas City, MO True Interest Rate (as -bid): 2.519228 Net Interest Cost (as -bid): $ 98,709.03 In consultation with Independent Public Advisors, LLC, the City considered the adjustment of the aggregate principal amount of the Bonds and each scheduled maturity thereof in accordance with the Terms of Offering and the following actions were taken: Final Par Amount as adjusted: $ 860,00 Purchase Price as adjusted: $ 860,000 All bids were then referred to the Council for action. -2 CITY OF DUBUQUE, IOWA TABULATION OF BIDS THE CITY OF D Masterpiece on the Mississippi $2,295,0001 General Obligation Bonds, Series 2019A Banking Institution/ Syndicate Location Purchase Net Price2 Interest Cost3 True Interest Cost4 $ernardi. Sectiri ties, INC" Hutchinson, Shockey, Erley & Co Robert W. Baird ;Chicago,1 Chicago, IL Milwaukee, WI 2',339x2`98.30 2,332,175.75 2,318,922.30 $141,417,95 848,540.50 861,793.95 $860,000 Taxable General Obligation Bonds, Series 2019B 2:1616,%0. 2.845387% 2.900169% Banking Institution Syndicate Location Purchase Price Net Interest Cost True Interest Cost UMB Barik'N A. Bernardi Securities, Inc. Robert W. Baird Northland Securities, Inc. Bankers' Bank Kansas City, MO Chicago, IL Milwaukee, WI Minneapolis, MN Madison, WI 7'7 229.30 873,773.30 871,692.90 870,865.05 855,700.00 $98,709.03. 102,165.03 104,245.43 105,073.28 104,799.00 $4,435,0005 General Obligation Refunding Bonds, Series 2019C 2.51922,8% 2.614635% 2.672325% 2.695336% 2.717664% • islitutioii/ Syndicate Location Purdias- e Price6 Interest Cost7 -rue Interest Cost8 Hutchinson, Shockey, Erley & Co Chicago, IL Robert W. Baird Milwaukee, WI $4,614,947.45 $683,625.88 4,610,140.10 688,433.23 1 Following the receipt of bids, the par amount was revised to $2,240,000. 2 Following the receipt of bids, the purchase price was revised to $2;282,071.70. 3 Following the receipt of bids, the net interest was revised to $831,881.63. 4 Following the receipt of bids, the true interest cost was revised to 2.822749% 5 Following the receipt of bids, the par amount was revised to $4,240,000. 6 Following the receipt of bids, the purchase price was revised to $4,412,708.50. Following the receipt of bids, the net interest was revised to $664,084,83. 8 Following the receipt of bids, the true interest cost was revised to 2.314393% 2.308459% 2.326426% Page 11of1 June 3, 2019 The City Council of the City of Dubuque, State of Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:00 P.M., on the above date. There were present Mayor Roy D. Buol, in the chair, and the following named Council Members: Luis Del Toro, Ric Jones, Kate Larson, David Resnick, Jake Rios, Brett Shaw Absent: Vacant: 3 alq„' Council Member Resnick introduced the following Resolution entitled "RESOLUTION DIRECTING SALE OF $860,000* (SUBJECT TO ADJUSTMENT PER TERMS OF OFFERING) TAXABLE GENERAL OBLIGATION BONDS, SERIES 2019B," and moved its adoption. Council Member Del Toro seconded the motion to adopt. The roll was called and the vote was, AYES: Larson, Shaw, Del Toro, Jones NAYS: Resnick, Rios, Buol Whereupon, the Mayor declared the following Resolution duly adopted: RESOLUTION NO. 216-19 RESOLUTION DIRECTING SALE OF $860,000* (SUBJECT TO ADJUSTMENT PER TERMS OF OFFERING) TAXABLE GENERAL OBLIGATION BONDS, SERIES 2019B WHEREAS, bids have been received for the Bonds described as follows and the best bid received (with permitted adjustments, if any) is determined to be the following: $860,000* (SUBJECT TO ADJUSTMENT PER TERMS OF OFFERING) TAXABLE GENERAL OBLIGATION BONDS, SERIES 2019B Bidder: UMB Bank N.A. of Kansas City, MO The terms of award: Final Par Amount as adjusted: $ 860,000 Purchase Price as adjusted: $ 860,000 True Interest Rate: 2.519228 Net Interest Cost: $ 98,709.03 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: Section 1. That the bid for the Bonds as above set out is hereby determined to be the best and most favorable bid received and, the Bonds are hereby awarded as described above. -4 Section 2. That the statement of information for Bond bidders and the form of contract for the sale of the Bonds are hereby approved and the Mayor and Clerk are authorized to execute the same on behalf of the City. Section 3. That the notice of the sale of the Bonds heretofore given and all acts of the Clerk done in furtherance of the sale of the Bonds are hereby ratified and approved. PASSED AND APPROVED this 3rd day of June, 2019. ATTEST: City Cl k Mayor 5 OL/ CERTIFICATE STATE OF IOWA ) SS COUNTY OF DUBUQUE I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the Council hereto of -d t rs 4 (SEAL) 01595334-1\10422-202 d d f June, 2019. City Cler. City of Dubuque, State of Iowa fitAHLERS COONEY ATTORNEYS June 6, 2019 VIA E-MAIL & OVERNIGHT UPS Ms. Jenny Larson Director of Finance & Budget City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 Ahlers & Cooney, P.C. 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 - $860,000 Taxable General Obligation Bonds, Series 2019B Dear Jenny: Enclosed are documents to complete Council action in connection with the authorization for the issuance of the above Bonds. 1. The Council procedure consists of the following: (a) Resolution Appointing Registrar and Paying Agent. This resolution appoints Wells Fargo Bank, N.A. to serve as Registrar and Paying Agent. (b) Resolution authorizing the issuance of the Bonds. The resolution also incorporates by reference the form of the Continuing Disclosure Certificate. There are blank spaces appearing in the form of Bond set out in the resolution. These need not be completed but may be left blank as a guide since different amounts, dates and percents will be inserted within the blank spaces. The resolution must be adopted by an affirmative vote equal to a majority of the full Council membership. (c) Continuing Disclosure Certificate. The form of Continuing Disclosure Certificate, which is described in detail below, is included for approval by the Council under the Resolution authorizing issuance. This Certificate also should be signed by the Mayor and the Clerk but not dated. Please execute and return all copies to our office. An executed copy will be provided to you after closing. 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 June 6, 2019 Page 2 2. Closing Certificates and Documents: (a) Delivery Certificate. This certificate also should be signed, BUT NOT DATED. Please complete and confirm the financial data on page 2, execute and return all copies to us. An executed copy will be provided to you after closing. (b) Transcript Certificate. This certificate is to be executed and sealed in the manner indicated on the second page and may be dated at the time of completion. A notary attestation for all official signatures is required. Please execute and return all copies to us. An executed copy will be provided to you after closing. (c) Authentication Order. Please execute and return all copies to our office. An executed copy will be provided to you after closing. (d) County Auditor's Certificate. A true copy of the authorizing resolution as adopted is to be certified and filed with the Auditor of Dubuque County. The Auditor is asked to certify to such filing. Please file one copy with the Auditor and return the other two copies to my attention prior to closing. (e) Paying Agent; Note Registrar and Transfer Agent Agreement. Please execute and return all copies to us. We will obtain signatures from Wells Fargo Bank, N.A. and an executed copy will be provided to you after closing. Continuing Disclosure Certificate Securities and Exchange Commission Rule 15c2-12, prohibits underwriting and recommendation to the public of the purchase of municipal securities for which adequate secondary market information is not available. The rules apply generally to any municipal offering over $1,000,000. The City therefore has an obligation to provide continuing disclosure to the marketplace while the Bonds are outstanding. The applicable covenants and duties of the City are outlined in the Continuing Disclosure Certificate. The Continuing Disclosure, Certificate requires the City to provide annual financial information and operating data and other operating data described in the Continuing Disclosure Certificate to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system ("EMMA") so long as the Bonds are outstanding, and also to provide notice to EMMA if certain events occur. This information and data must be sent in "searchable PDF" form. You should ensure that your audit and operating data will be available in that format so you may comply. The events which must be reported are detailed in the certificate, but other events which would be of concern to the rating agencies or Bond holders also should be considered for disclosure under the anti -fraud provisions of the federal securities laws. These disclosure requirements are ongoing and it will be important to designate an appropriate contact person who will have a primary responsibility for preparing and June 6, 2019 Page 3 coordinating the filing of the annual financial information, operating data and any event notices. The penalties for violation of the rule fall ultimately on the issuer of the Bonds, because underwriters may be precluded from agreeing to underwrite or bid on Bonds of issuers who have not complied with their disclosure obligations. Failure to comply therefore may result in fewer bids and ultimately no bids or the inability to secure an underwriter for an issue. Closing Matters. As you know, closing of this issue is scheduled to occur on or about June 20, 2019. At the time of closing, the "Purchaser's" copies of the above items and the original Bonds will be delivered to DTC on behalf of the Purchaser of the Bonds in exchange for the agreed purchase price. Our legal opinion also will be delivered to the Purchaser at that time. Should you have any questions, or if we can be of any assistance in completing the enclosed items, please don't hesitate to contact me. Very truly yours, Ahlers & Cooney, P.C. Kristin Billingsley Cooper FOR THE FIRM KBC:seb Enclosures cc: Kevin Firnstahl, City of Dubuque (via e-mail w/enc.) Tionna Pooler, Independent Public Advisors (via e-mail w/enc.) Maureen Vachuska, Wells Fargo Bank, N.A. (via e-mail w/enc.) 01600707-1\10422-202 ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA 860,000 Taxable General Obligation Bonds, Series 2019B • Resolution Appointing Paying Agent, Bond Registrar, and Transfer Agent, Approving the Paying Agent and Bond Registrar and Transfer Agent Agreement and Authorizing the Execution of the Agreement. • Resolution authorizing and providing for the issuance, and levying a tax to pay the Bonds; Approval of the Continuing Disclosure Certificate. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. June 3, 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 6:30 P.M., on the above date. There were present Mayor Roy D. Buol, in the chair, and the following named Council Members: Luis Del Toro, Ric Jones, Kate Larson, David Resnick, Jake Rios, Brett Shaw Absent: Vacant: 1 Council Member Resnick introduced the following resolution entitled "RESOLUTION APPOINTING WELLS FARGO BANK, N.A. OF MINNEAPOLIS, MINNESOTA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT", and moved that the resolution be adopted. Council Member Del Toro seconded the motion to adopt. The roll was called and the vote was, AYES: Larson, Shaw, Del Toro, Jones NAYS: Resnick, Rios, Buol Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTION NO. 217-19 RESOLUTION APPOINTING WELLS FARGO BANK, N.A. OF MINNEAPOLIS, MINNESOTA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT WHEREAS, $860,000 Taxable General Obligation Bonds, Series 2019B, dated June 20, 2019, have been sold and action should now be taken to provide for the maintenance of records, registration of certificates and payment of principal and interest in connection with the issuance of the Bonds; and WHEREAS, this Council has deemed that the services offered by Wells Fargo Bank, N.A. of Minneapolis, Minnesota, are necessary for compliance with rules, regulations, and requirements governing the registration, transfer and payment of registered bonds; and WHEREAS, a Paying Agent, Bond Registrar and Transfer Agent Agreement (hereafter - "Agreement") has been prepared to be entered into between the City and Wells Fargo Bank, N.A. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: 1. That Wells Fargo Bank, N.A. of Minneapolis, Minnesota, is hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of $860,000 Taxable General Obligation Bonds, Series 2019B, dated June 20, 2019. -2 2. That the Agreement with Wells Fargo Bank, N.A. of Minneapolis, Minnesota, is hereby approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of the City. PASSED AND APPROVED this 3rd day of June, 2019. ATTEST: 3 Mayor Li' COUNTY AUDITOR'S CERTIFICATE 1, k .. iJ 0/11,n , County Auditor of Dubuque County, State of Iowa, hereby certify that on the L day of SGL f ,L , 2019 there was filed in my office the Resolution of the City Council of the City of Dubuque, State of Iowa, adopted on the 3rd day of June, 2019, such Resolution levying a tax for the purpose of paying principal and interest on $860,000 of Taxable General Obligation Bonds, Series 2019B, dated June 20, 2019, and authorizing the issuance of the Bonds. P, a✓ eL[/ County Auditor of Dubuque County, State of Iowa Council Member Resnick introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $860,000 TAXABLE GENERAL OBLIGATION BONDS, SERIES 2019B, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE CONTINUING DISCLOSURE CERTIFICATE" and moved that it be adopted. Council Member Del Toro seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES: Larson, Shaw, Del Toro, Jones NAYS: resnick, Rios, Buol Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTION NO. 218-19 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $860,000 TAXABLE GENERAL OBLIGATION BONDS, SERIES 2019B, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE CONTINUING DISCLOSURE CERTIFICATE WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS, the City is in need of funds to pay costs of the construction, reconstruction, improvement, and equipping of various city buildings, including for energy efficiency improvements; and the reconstruction, improvement and equipping of the Five Flags Center Arena, general corporate purpose(s), and it is deemed necessary and advisable that Taxable General Obligation Bonds, to the amount of not to exceed $700,000 be authorized for said purpose(s); and WHEREAS, the Issuer has a population of more than 5,000 but not more than 75,000, and the Bonds for these purposes do not exceed $700,000; and WHEREAS, pursuant to notice published as required by Section 384.26 of the Code of Iowa, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the issuance of Bonds for general corporate purpose(s) in the amounts as above set forth, and, no petition for referendum having been received, the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, the City is in need of funds to pay costs of the construction, improvement and equipping of a skate park, general corporate purpose(s), and it is deemed necessary and 4 advisable that Taxable General Obligation Bonds, to the amount of not to exceed $700,000 be authorized for said purpose(s); and WHEREAS, the Issuer has a population of more than 5,000 but not more than 75,000, and the Bonds for these purposes do not exceed $700,000; and WHEREAS, pursuant to notice published as required by Section 384.26 of the Code of Iowa, the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the issuance of Bonds for general corporate purpose(s) in the amounts as above set forth, and, no petition for referendum having been received, the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the above mentioned Bonds were heretofore sold at public sale and action should now be taken to issue said Bonds conforming to the terms and conditions of the best bid received at the advertised public sale. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: • "Authorized Denominations" shall mean $5,000 or any integral multiple thereof. • "Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant or such person's subrogee. • "Blanket Issuer Letter of Representations" shall mean the Representation Letter from the Issuer to DTC, with respect to the Bonds. • "Bond Fund" shall mean the fund created in Section 3 of this Resolution. • "Bonds" shall mean $860,000 Taxable General Obligation Bonds, Series 2019B, authorized to be issued by this Resolution. • "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. • "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate approved under the terms of this Resolution and to be executed by the Issuer and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. 5 • "Depository Bonds " shall mean the Bonds as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. • "DTC" shall mean The Depository Trust Company, New York, New York, which will act as security depository for the Bond pursuant to the Representation Letter. • "Issuer" and "City" shall mean the City of Dubuque, State of Iowa. • "Participants" shall mean those broker-dealers, banks and other financial institutions for which DTC holds Bonds as securities depository. • "Paying Agent" shall mean Wells Fargo Bank, N.A., or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Bonds as the same shall become due. • "Project" shall mean the costs of the construction, reconstruction, improvement, and equipping of various city buildings, including for energy efficiency improvements; the reconstruction, improvement and equipping of the Five Flags Center Arena; and the construction, improvement and equipping of a skate park. • "Project Fund" shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Bonds. • "Registrar" shall mean Wells Fargo Bank, N.A. of Minneapolis, Minnesota, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds. • "Resolution" shall mean this resolution authorizing the Bonds. • "Treasurer". shall mean the Director of Finance & Budget or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Bonds issued hereunder. Section 2. Levy and Certification of Annual Tax; Other Funds to be Used. a) Levy of Annual Tax. That for the purpose of providing funds to pay the principal and interest of the Bonds hereinafter authorized to be issued, there is hereby levied for each future year the following direct annual tax on all of the taxable property in the City of Dubuque, State of Iowa, to -wit: 6 FISCAL YEAR (JULY 1 TO JUNE 30) AMOUNT YEAR OF COLLECTION $129,438.33 2019/2020* $127,650.00 2020/2021 $124,500.00 2021/2022 $121,350.00 2022/2023 $123,200.00 2023/2024 $119,900.00 2024/2025 $116,600.00 2025/2026 $113,300.00 2026/2027 *Payable from available cash on hand. (NOTE: For example, the levy to be made and certified against the taxable valuations of January 1, 2018 will be collected during the fiscal year commencing July 1, 2019.) b) Resolution to be Filed With County Auditor. A certified copy of this Resolution shall be filed with the Auditor of Dubuque County, Iowa and the Auditor is hereby instructed in and for each of the years as provided, to levy and assess the tax hereby authorized in Section 2 of this Resolution, in like manner as other taxes are levied and assessed, and such taxes so levied in and for each of the years aforesaid be collected in like manner as other taxes of the City are collected, and when collected be used for the. purpose of paying principal and interest on said Bonds issued in anticipation of the tax, and for no other purpose whatsoever. c) Additional City Funds Available. Principal and interest coming due at any time when the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly paid when due from current funds of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. Section 3. Bond Fund. Said tax shall be assessed and collected each year at the same time and in the same manner as, and in addition to, all other taxes in and for the City, and when collected they shall be converted into a special fund within the Debt Service Fund to be known as the "2019B GENERAL OBLIGATION BOND FUND NO. 2" (the "Bond Fund"), which is hereby pledged for and shall be used -Only for the payment of the principal of and interest on the Bonds hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from property that is centrally assessed by the State of Iowa. Section 4. Application of Bond Proceeds. Proceeds of the Bonds, other than accrued interest except as may be provided below, shall be credited to the Project Fund and expended therefrom for the purposes of issuance. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bonds at any time that other funds shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and not immediately -7 required for its purposes may be invested not inconsistent with limitations provided by law or this Resolution. Section 5. Investment of Bond Fund Proceeds. All moneys held in the Bond Fund, provided for by Section 3 of this Resolution shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2019, as amended, or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with Chapter 12C of the Code of Iowa, 2019, as amended, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Bonds as herein provided. Section 6. Bond Details, Execution and Redemption. a) Bond Details. Taxable General Obligation Bonds of the City in the amount of $860,000, shall be issued pursuant to the provisions of Section 384.26 of the Code of Iowa for the aforesaid purposes. The Bonds shall be designated "TAXABLE GENERAL OBLIGATION BOND, SERIES 2019B", be dated June 20, 2019, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2019, and semiannually thereafter on the 1st day of June and December in each year until maturity at the rates hereinafter provided. The Bonds shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Bond. The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as follows: -8 Principal Interest Maturity Amount Rate June 1st $105,000 3.000% 2020 $105,000 3.000% 2021 $105,000 3.000% 2022 $105,000 3.000% 2023 $110,000 3.000% 2024 $110,000 3.000% 2025 $110,000 3.000% 2026 $110,000 3.000% 2027 b) Optional Redemption. The Bonds are not subject to optional redemption prior to maturity. Section 7. Issuance of Bonds in Book -Entry Form; Replacement Bonds. a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange of Depository Bonds for Bonds in Authorized Denominations, the Bonds shall be issued as Depository Bonds in denominations of the entire principal amount of each maturity of Bonds (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount). The Bonds must be registered in the name of Cede & Co., as nominee for DTC. Payment of semiannual interest for any Bonds registered in the name of Cede & Co. will be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Bonds at the address indicated or in the Representation Letter. b) The Bonds will be initially issued in the form of separate single authenticated fully registered bonds in the amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of the Bonds will be registered in the registry books of the Wells Fargo Bank, N.A. kept by the Paying Agent and Registrar in the name of Cede & Co., as nominee of DTC. The Paying Agent and Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions to be redeemed, giving any notice permitted or required to be given to registered owners of Bonds under the Resolution of the Issuer, registering the transfer of Bonds, obtaining any consent or other action to be taken by registered owners of the Bonds and for other purposes. The Paying Agent, Registrar and the Issuer have no responsibility or obligation to any Participant or Beneficial Owner of the Bonds under or through DTC with respect to the accuracy of records maintained by DTC or any Participant; with respect to the payment by DTC or Participant of an amount of principal or redemption price of or interest on the Bonds; with respect to any notice given to owners of Bonds under the Resolution; with respect to the Participant(s) selected to receive payment in the event of a partial redemption of the Bonds, or a consent given or other action taken by DTC as registered owner of the Bonds. The Paying Agent and Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to -9- Cede & Co. in accordance with the Representation Letter, and all payments are valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum paid. DTC must receive an authenticated Bond for each separate stated maturity evidencing the obligation of the Issuer to make payments of principal of and premium, if any, and interest. Upon delivery by DTC to the Paying Agent and Registrar of written notice that DTC has •determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to the new nominee in accordance with this Section. c) In the event the Issuer determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds certificates, the Issuer may notify DTC and the Paying Agent and Registrar, whereupon DTC will notify the Participants, of the availability through DTC of Bonds certificates. The Bonds will be transferable in accordance with this Section. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Issuer and the Paying Agent and Registrar and discharging its responsibilities under applicable law. In this event, the Bonds will be transferable in accordance with this Section. d) Notwithstanding any other provision of the Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respectto the principal of and premium, if any, and interest on the Bond and all notices must be made and given, respectively to DTC as provided in the Representation letter. e) In connection with any notice or other communication to be provided to Bondholders by the Issuer or the Paying Agent and Registrar with respect to a consent or other action to be taken by Bondholders, the Issuer or the Paying Agent and Registrar, as the case may be, shall establish a record date for the consent or other action and give DTC notice of the record date not less than 15 calendar days in advance of the record date to the extent possible. Notice to DTC must be given only when DTC is the sole Bondholder. f) The Representation Letter is on file with DTC and sets forth certain matters with respect to, among other things, notices, consents and approvals by Bondholders and payments on the Bonds. The execution and delivery of the Representation Letter to DTC by the Issuer is ratified and confirmed. g) In the event that a transfer or exchange of the Bonds is permitted under this Section, the transfer or exchange may be accomplished upon receipt by the Registrar from the registered owners of the Bonds to be transferred or exchanged and appropriate instruments of transfer. In the event Bond certificates are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, or other securities depository as holder of all the Bonds, the provisions of the Resolution apply to, among other things, the printing of certificates and the method or payment of principal of and interest on the certificates. Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act - 1 0 - of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and transfer of interests in Depository Bonds by book entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Bonds in accordance with and as such interests may appear with respect to such book entries. h) The officers of the Issuer are authorized and directed to prepare and furnish to the purchaser, and to the attorneys approving the legality of Bonds, certified copies of proceedings, ordinances, resolutions and records and all certificates and affidavits and other instruments as may be required to evidence the legality and marketability of the Bonds, and all certified copies, certificates, affidavits and other instruments constitute representations of the Issuer as to the correctness of all stated or recited facts. Section 8. Registration of Bonds; Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation. a) Registration. The ownership of Bonds may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Bonds, and in no other way. Wells Fargo Bank, N.A. is hereby appointed as Bond Registrar under the terms of this Resolution and under the provisions of a separate agreement with the Issuer filed herewith which is made a part hereof by this reference. Registrar shall maintain the books of the Issuer for the registration of ownership of the Bonds for the payment of principal of and interest on the Bonds as provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bonds and in this Resolution. b) Transfer. The ownership of any Bond may be transferred only upon the Registration Books kept for the registration and transfer of Bonds and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Bond (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Bond, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds, in accordance with the provisions of this Resolution. - 11 - d) Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. f) Non -Presentment of Bonds. In the event any payment check representing payment of principal of or interest on the Bonds is returned to the Paying Agent or if any bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer. g) Registration and Transfer Fees. The Registrar may furnish to each owner, at the Issuer's expense, one bond for each annual maturity. The Registrar shall furnish additional Bonds in lesser denominations (but not less than the minimum denomination) to an owner who so requests. Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory, indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. - 12 - Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Bond, shall be made to the registered holder thereof or to their designated agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Bonds to the extent of the payments so made. Upon receipt of the final payment of principal, the holder of the Bond shall surrender the Bond to the Paying Agent. Section 11. Execution, Authentication and Delivery of the Bonds. Upon the adoption of this Resolution, the Mayor and Clerk shall execute the Bonds by their manual or authorized signature and deliver the Bonds to the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Bond a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. No Bonds shall be authenticated and delivered by the Registrar unless and until there shall have been provided the following: 1. A certified copy of the Resolution of Issuer authorizing the issuance of the Bonds; 2. A written order of Issuer signed by the Treasurer of the Issuer directing the authentication and delivery of the Bonds to or upon the order of the Purchaser upon payment of the purchase price as set forth therein; 3. The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, concerning the validity and legality of all the Bonds proposed to be issued. Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered bondholder. Section 13. Foran of Bond. Bonds shall be printed substantially in the form as follows: "STATE OF IOWA" "COUNTY OF DUBUQUE" "CITY OF DUBUQUE" "TAXABLE GENERAL OBLIGATION BOND" "SERIES 2019B" GENERAL CORPORATE PURPOSE Rate: Maturity: Bond Date: June 20, 2019 CUSIP No.: - 13 - "Registered" Certificate No. Principal Amount: $ The City of Dubuque, State of Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to (Registration panel to be completed by Registrar or Printer with name of Registered Owner). or registered assigns, the principal sum of (enter principal amount in long form) THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of Wells Fargo Bank, N.A., Paying Agent of this issue, or its successor, with interest on the sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2019, and semiannually thereafter on the 1st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the month preceding such interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 - day months. THE HOLDERS OF THE BONDS SHOULD TREAT THE INTEREST AS SUBJECT TO FEDERAL INCOME TAXATION. This Bond is issued pursuant to the provisions of Section 384.26 of the Code of Iowa, for the purpose of paying costs of the construction, reconstruction, improvement, and equipping of various city buildings, including for energy efficiency improvements; the reconstruction, improvement and equipping of the Five Flags Center Arena; and the construction, improvement and equipping of a skate park, in conformity to a Resolution of the Council of said City duly passed and approved. Unless this �.t f__� :t_d by authorized e t..ti of Depository Unless Lnls certificate is presented an representative Ve The Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other issuer as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE. OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Bonds are not subject to redemption prior to maturity. - 14 - Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by Wells Fargo Bank, N.A., the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Bond, have been existent, had, done and performed as required by law; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest of this Bond as the same will respectively become due; that such taxes have been irrevocably pledged for the prompt payment hereof, both principal and interest; and the total indebtedness of the Issuer including this Bond, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of the City printed or impressed hereon, and to be authenticated by the manual signature of an authorized representative of the Registrar, Wells Fargo Bank, N.A., Minneapolis, Minnesota. Date of authentication: This is one of the Bonds described in the within mentioned Resolution, as registered by Wells Fargo Bank, N.A. WELLS FARGO BANK, N.A., Registrar By: PIUL111311 GLL �tita1cxle Registrar and Transfer Agent: Wells Fargo Bank, N.A. Paying Agent: Wells Fargo Bank, N.A. SEE REVERSE FOR CERTAIN DEFINITIONS (Seal) (Signature Block) CITY OF DUBUQUE, STATE OF IOWA By: (manual or facsimile signature) - 15 - Mayor ATTEST: By: (manual or facsimile signature) City Clerk (Information Required for Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED) 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. - 16 - INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification - Number of Transferee(s) Transferee is a(n): Individual* Corporation Partnership Trust *If the Bond is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - Custodian (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST (End of form of Bond) Section 14. Closing Documents. The Mayor and City Clerk are authorized and directed to execute, attest, seal and deliver for and on behalf of the City any other additional certificates, documents, or other papers and perform all other acts, including without limitation the execution of all closing documents, as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 15. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between said City and the purchaser of the Bonds. Section 16. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part of this Resolution and made a part hereof. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Resolution; however, any holder of the Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under the - 17 - Continuing Disclosure Certificate. For purposes of this section, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. Section 17. Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. Section 18. Severability Clause. If any section, paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this 3rd day of June, 2019. ATTEST: Mayor - 18 - Sr/ 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 namedtherein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the Council he thir4tk da, of June, 2019. f,��_ City Clerk City of Du.uque, State of Iowa Series 2019 C ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA $4,435,000* (Subject to Adjustment per Terms of Offering) General Obligation Refunding Bonds, Series 2019C • Receipt of bids. • Resolution directing sale. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. June 3, 2019 The Director of Finance & Budget of the City of Dubuque, State of Iowa, met in City Hall, 50 W. 13th Street, Dubuque, Iowa, at 10:00 A.M., on the above date, to open sealed bids received, access electronic bids and to refer the sale of the Bonds to the best and most favorable bidder for cash, subject to approval by the City Council at 6:00 P.M. on the above date. The following persons were present: ( 1 olnnCL Poc) er, Presid‘eot .Mpea'l PU%11C I f liis%(S Jennifer LQr kecfir 6 of ici xe Ceir /311� PF � �-5 * * * * * * * * 1 This being the time and place for the opening of bids for the sale of $4,435,000* (Subject to Adjustment per Terms of Offering) General Obligation Refunding Bonds, Series 2019C, the meeting was opened for the receipt of bids for the Bonds. The following actions were taken: 1. Sealed bids were filed and listed in the minutes while unopened, as follows: Name & Address of Bidders: (Attach List of Bidders) 2. The Director of Finance & Budget then declared the time for filing of sealed bids to be closed and that the sealed bids be opened. The sealed bids were opened and announced. 3. Electronic bids received were accessed and announced as follows: Name & Address of Bidders: (Attach List of Bidders) 4. The best bid was determined to be as follows: Name & Address of Bidder: }-I U irlS n) i(xtelj °" k ¶(0) (.-hi( ,96 I L- True Interest Rate (as -bid): ,30 g Net Interest Cost (as -bid): $ (OW , 4735, l In consultation with Independent Public Advisors, LLC, the City considered the adjustment of the aggregate principal amount of the Bonds and each scheduled maturity thereof in accordance with the Terms of Offering and the following actions were taken: Final Par Amount as adjusted: $ D40)000 70 5 Purchase Price as adjusted: $ 14114I) ,~--` All bids were then referred to the Council for action. 2 CITY OF DUBUQUE, IOWA TABULATION OF BIDS Masterpiece on the Mississippi $2,295,0001 General Obligation Bonds, Series 2019A Banking Institution/ Syndicate Location Purchase Net True Pricez Interest Cost3 Interest Cost4 Bernardi Securities, INC Hutchinson, Shockey, Erley & Co Robert W. Baird Chicago, IL Chicago, IL Milwaukee, WI $2,339,29.8.30. 2,332,175.75 2,318,922.30 $841,!117.95 848,540.50 861,793.95 $860,000 Taxable General Obligation Bonds, Series 2019B 2.816116% 2.845387% 2.900169% Banking Institution/ Syndicate Location Purchase Net True Price Interest Cost Interest Cost IJMB Bank N.A. Bernardi Securities, Inc. Robert W. Baird Northland Securities, Inc. Bankers' Bank Kansas City, MO Chicago, IL Milwaukee, WI Minneapolis, MN Madison, WI $877,229.30 873,773.30 871,692.90 870,865.05 855,700.00 $98,709.03 102,165.03 104,245.43 105,073.28 104,799.00 $4,435,0005 General Obligation Refunding Bonds, Series 2019C 2.519228% 2.614635% 2.672325% 2.695336% 2.717664% Banking Institution/ Syndicate Location Purchase Net True Price6 Interest Cost7 Interest Cost8 Hutchinson, Shockey, Erley & Co Chicago, IL Robert W. Baird Milwaukee, WI $4,614,947.45 4,610,140.10 1 Following the receipt of bids, the par amount was revised to $2,240,000. 2 Following the receipt of bids, the purchase price was revised to $2,282,071.70. 3 Following the receipt of bids, the net interest was revised to $831,881.63. 4 Following the receipt of bids, the true interest cost was revised to 2.822749% s Following the receipt of bids, the par amount was revised to $4,240,000. 6 Following the receipt of bids, the purchase price was revised to $4,412,708.50. Following the receipt of bids, the net interest was revised to $664,084,83. 8 Following the receipt of bids, the true interest cost was revised to 2.314393% Independent Advisors, LLC $683,625.88 2.308459% 688,433.23 2.326426% Page I1of1 June 3, 2019 The City Council of the City of Dubuque, State of Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:00 P.M., on the above date. There were present Mayor Roy D. Buol, in the chair, and the following named Council Members: Luis Del Toro, Ric Jones, Kate Larson, David Resnick, Jake Rios, Brett Shaw Absent: Vacant: 3 o/14, Council Member Resnick introduced the following Resolution entitled "RESOLUTION DIRECTING SALE OF $4,435,000* (SUBJECT TO ADJUSTMENT PER TERMS OF OFFERING) GENERAL OBLIGATION REFUNDING BONDS, SERIES 2019C," and moved its adoption. Council Member D e 1 Toro seconded the motion to adopt. The roll was called and the vote was, AYES: Larson, Shaw, Del Toro, Jones NAYS: Resnick, Rios, Buol Whereupon, the Mayor declared the following Resolution duly adopted: RESOLUTION NO. 219-19 RESOLUTION DIRECTING SALE OF $4,435,000* (SUBJECT TO ADJUSTMENT PER TERMS OF OFFERING) GENERAL OBLIGATION REFUNDING BONDS, SERIES 2019C WHEREAS, bids have been received for the Bonds described as follows and the best bid received (with permitted adjustments, if any) is determined to be the following: $4,435,000* (SUBJECT TO ADJUSTMENT PER TERMS OF OFFERING) GENERAL OBLIGATION REFUNDING BONDS, SERIES 2019C Bidder: i41tit1talo «: of (.,lni co,9 0) The terms of award: Final Par Amount as adjusted: $ "I 1 D LIO) (J f, 0 Purchase Price as adjusted: $ `-Y LOt. -7O True Interest Rate: a, 3114 39 3 [a Net Interest Cost: $ (9 ('q,, — NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: Section 1. That the bid for the Bonds as above set out is hereby determined to be the best and most favorable bid received and, the Bonds are hereby awarded as described above. 4 Section 2. That the statement of information for Bond bidders and the form of contract for the sale of the Bonds are hereby approved and the Mayor and Clerk are authorized to execute the same on behalf of the City. Section 3. That the notice of the sale of the Bonds heretofore given and all acts of the Clerk done in furtherance of the sale of the Bonds are hereby ratified and approved. PASSED AND APPROVED this 3rd day of June, 2019. ATTEST: 5 Mayor CERTIFICATE STATE OF IOWA ) SS COUNTY OF DUBUQUE I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the Council hereto ed t is X. of June, 2019. City Clear , City of Dubuque, State of Iowa 01595401-1\10422-203 com tngCa le nd a r�Overvte Bernardi Securities, Inc. - Chicago , IL's Bid Dubuque $2,295,000 General Obligation Bonds, •Series 2019A For the aggregate principal amount of $2,295,000.00, we will pay you $2,339,298.30, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): Maturity Date Amount $ Coupon % 06/01/2022 75M 3.0000 06/01/2023 75M _ 3.0000 06/01/2024 80M 3.0000 06/01/2025 80M , ' 3.0000 06/01/2026 80M 3.0000 06/01/2027 80M 3.0000 06/01/2028 135M 3.0000 06/01/2029 135M 3.0000 06/01/2030 135M 3.0000 06/01/2031 140M 3.0000 06/01/2032 145M 3.0000 06/01/2033 150M 3.0000 06/01/2034 150M 3.0000 06/01/2035 160M 3.0000 06/01/2036 160M 3.0000 06/01/2037 165M 3.0000 06/01/2038 175M 3.0000 06/01/2039 175M 3.0000 Total Interest Cost: Premium: Net Interest Cost: TIC: $885,716.25 $44,298.30 $841,417.95 2.816116 Time Last Bid Received On:06/03/2019 9:48:59 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: Bernardi Securities, Inc., Chicago , IL Contact: Gineen DeStefano Title: Telephone:312-281-2019 Fax: 312-281-2039 Issuer Name: City of Dubuque Company Name: Accepted By: 7/.."---1---Accepted By: Date: Date: © 1981-2002 i -Deal LLC, M rights reserved Trademarks I c 1 UMB Bank N.A. Kansas City , MO's Bid Dubuque $860,000 Taxable General Obligation Bonds, Series 2019B Aslifirre For the aggregate principal amount of $860,000.00, we will pay you $877,229.30, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): Maturity Date Amount $ Coupon % 06/01/2020 105M 3.0000 06/01/2021 105M , 3:0000 06/01/2022 105M 3.0000 06/01/2023 105M ., 3.0000 06/01/2024 110M _ 3.0000. 06/01/2025 110M 3.0000 06/01/2026 - `110M 3.0000, 06/01/2027 110M 3.0000, Total Interest Cost: Premium: Net Interest Cost:. TIC: $115,938.33 $17,229.30 $98,709.03 2.519228 Time Last Bid Received On:06/03/2019 9:56:00 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: UMB Bank N.A., Kansas City , MO Contact: Kristin Koziol Title: VP Telephone:816-860-7223 Fax: 816-843-4325 Issuer Name: City of Dubuque Company Name: Accepted By: Accepted By: Date: v° /-67 Date: © 1981-2002 i -Deal LLC, All rights reserved, Trademarks Hutchinson, Shockey, Erley & Co. - Chicago , IL's Bid Dubuque $4,435,000 General Obligation Refunding Bonds, Series 2019C For the aggregate principal amount of $4,435,000.00, we will pay you $4,614,947.45, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the followin Maturity Date Amount $ Coupon % 06/01/2020 365M 3.0000 06/01/2021 375M 3.0000 06/01/2022 385M 3.0000 06/01/2023 370M 3.0000 06/01/2024 385M 3.0000 06/01/2025 380M 3.0000 06/01/2026 395M 3.0000 06/01/2027 395M 3.0000 06/01/2028 265M 3.0000 06/01/2029 270M 3.0000 06/01/2030 275M 3.0000 06/01/2031 285M 3.0000 06/01/2032 290M 3.0000 Total Interest Cost: Premium: Net Interest Cost: TIC: $863,573.33 $179,947.45 $683,625.88 2.308459 Time Last Bid Received On:06/03/2019 9:05:57 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: Hutchinson, Shockey, Erley & Co., Chicago , IL Contact: Jessica Niebert Title: Telep ho n e:312-443-1555 Fax: 312-443-7225 Issuer Name: City of Dubuque Accepted By: Date: Company Name: Accepted By: Date: CD 1981-2002 i -Deal LLC, All rights reserved, Trademarks AHLERS COONEY ATT ❑ R N E Y S June 6, 2019 VIA E-MAIL & OVERNIGHT UPS Ms. Jenny Larson Director of Finance & Budget City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 Ahlers & Cooney, P.C. 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 - $4,240,000 General Obligation Refunding Bonds, Series 2019C Dear Jenny: Enclosed are documents to complete Council action in connection with the authorization for the issuance of the above Bonds. 1. The Council procedure consists of the following: (a) Resolution Appointing Registrar and Paying Agent. This resolution appoints Wells Fargo Bank, N.A. to serve as Registrar and Paying Agent. (b) Resolution authorizing the issuance of the Bonds. The resolution also incorporates by reference the form of the Tax Exemption Certificate and the Continuing Disclosure Certificate. There are blank spaces appearing in the form of Bond set out in the resolution. These need not be completed but may be left blank as a guide since different amounts, dates and percents will be inserted within the blank spaces. The resolution must be adopted by an affirmative vote equal to a majority of the full Council membership. (c) Tax Exemption Certificate. The Tax Exemption Certificate sets out in detail a number of facts, promises and obligations which must be met and agreed to by the City in order to maintain these Bonds as tax exempt. This certificate should be SIGNED BUT NOT DATED. Please execute and return all copies to our office. A fully executed copy will be provided to you after closing. 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 June 6, 2019 Page 2 (d) Continuing Disclosure Certificate. The form of Continuing Disclosure Certificate, which is described in detail below, is included for approval by the Council under the Resolution authorizing issuance. This Certificate also should be signed by the Mayor and the Clerk but not dated. Please execute and return all copies to our office. An executed copy will be provided to you after closing. 2. Closing Certificates and Documents: (a) Delivery Certificate. This certificate also should be signed, BUT NOT DATED. Please complete and confirm the financial data on page 2, execute and return all copies to us. An executed copy will be provided to you after closing. (b) Transcript Certificate. This certificate is to be executed and sealed in the manner indicated on the second page and may be dated at the time of completion. A notary attestation for all official signatures is required. Please execute and return all copies to us. An executed copy will be provided to you after closing. (c) Authentication Order. Please execute and return all copies to our office. An executed copy will be provided to you after closing. (d) County Auditor's Certificate. A true copy of the authorizing resolution as adopted is to be certified and filed with the Auditor of Dubuque County. The Auditor is asked to certify to such filing. Please file one copy with the Auditor and return the other two copies to my attention prior to closing. (e) Form 8038-G -- Information Return for Tax Exempt Governmental Obligations. Please review, and if correct, sign, BUT DO NOT DATE, and return the form to us prior to closing. We will file this with the IRS and provide a copy after closing. (f) Paying Agent; Note Registrar and Transfer Agent Agreement. Please execute and return all copies to us. We will obtain signatures from Wells Fargo Bank, N.A. and an executed copy will be provided to you after closing. Tax Exemption The Tax Exemption Certificate is an important document and contains important information concerning the calculated yield on the Bonds and a number of covenants and obligations on the part of the City. This certificate should be retained along with all of your records regarding the use of proceeds, expenditure dates and investment information needed to comply with IRS guidelines (See exhibit attached). 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 acquired by the City with the proceeds of the refunded Bonds will continue to be used by the June 6, 2019 Page 3 public and will not be used in the private trade or business of any business or non -tax- exempt entity. The properties acquired with the original proceeds must not be sold or diverted to any private or nonpublic use unless the significance of that action is reviewed by bond counsel. The Tax Exemption Certificate sets forth the best knowledge and belief which you have as of today concerning the timely expenditure of the proceeds as the City reasonably expects expenditures to occur. If for any reason the City finds it will be prevented from expending the Bond proceeds to refund the outstanding obligations in the manner described in the authorizing resolution that matter should be referred to us. These Bonds are issued under the expectation that you will be exempt from the requirement to rebate arbitrage earnings to the United States Government, because you will spend the gross proceeds of the Bonds to call the Refunded Bonds within six months of the date of issue. If for any reason it appears you will not meet this spending requirement, the matter should be brought to our attention immediately. 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 these Bonds. 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. Continuing Disclosure Certificate Securities and Exchange Commission Rule 15c2-12, prohibits underwriting and recommendation to the public of the purchase of municipal securities for which adequate secondary market information is not available. The rules apply generally to any municipal offering over $1,000,000. The City therefore has an obligation to provide continuing disclosure to the marketplace while the Bonds are outstanding. The applicable covenants and duties of the City are outlined in the Continuing Disclosure Certificate. The Continuing Disclosure Certificate requires the City to provide annual financial information and operating data and other operating data described in the Continuing Disclosure Certificate to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system ("EMMA") so long as the Bonds are outstanding, and also to provide notice to EMMA if certain events occur. This information and data must be sent in "searchable PDF" form. You should ensure that your audit and operating data will be available in that format so you may comply. The events which must be reported are detailed in the certificate, but other events which would be of concern to the rating agencies or Bond holders also should be considered for disclosure under the anti -fraud provisions of the federal securities laws. These disclosure requirements are ongoing and it will be important to designate an appropriate contact person who will have a primary responsibility for preparing and June 6, 2019 Page 4 coordinating the filing of the annual financial information, operating data and any event notices. The penalties for violation of the rule fall ultimately on the issuer of the Bonds, because underwriters may be precluded from agreeing to underwrite or bid on Bonds of issuers who have not complied with their disclosure obligations. Failure to comply therefore may result in fewer bids and ultimately no bids or the inability to secure an underwriter for an issue. Closing Matters. As you know, closing of this issue is scheduled to occur on or about July 3, 2019. At the time of closing, the "Purchaser's" copies of the above items and the original Bonds will be delivered to DTC on behalf of the Purchaser of the Bonds in exchange for the agreed purchase price. Our legal opinion also will be delivered to the Purchaser at that time. Should you have any questions, or if we can be of any assistance in completing the enclosed items, please don't hesitate to contact me. Very truly yours, Ahlers & Cooney, P.C. Kristin Billingsley Cooper FOR THE FIRM KBC:seb Enclosures cc: Kevin Firnstahl, City of Dubuque (via e-mail w/enc.) Tionna Pooler, Independent Public Advisors (via e-mail w/enc.) Maureen Vachuska, Wells Fargo Bank, N.A. (via e-mail w/enc.) 01600908-1\10422-203 ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA $4,240,000 General Obligation Refunding Bonds, Series 2019C • Resolution Appointing Paying Agent, Bond Registrar, and Transfer Agent, Approving the Paying Agent and Bond Registrar and Transfer Agent Agreement and Authorizing the Execution of the Agreement. • Resolution authorizing and providing for the issuance, and levying a tax to pay the Bonds; Approval of the Tax Exemption Certificate and Continuing Disclosure Certificate. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. June 3, 2019 The City Council of the City of Dubuque, State of Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:00 P.M., on the above date. There were present Mayor Roy D. Buol, in the chair, and the following named Council Members: Luis Del Toro, Ric Jones, Kate Larson, David Resnick, Jake Rios, Brett Shaw Absent: Vacant: 1 Council Member Resnick introduced the following resolution entitled "RESOLUTION APPOINTING WELLS FARGO BANK, N.A. OF MINNEAPOLIS, MINNESOTA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT", and moved that the resolution be adopted. Council Member Del Toro seconded the motion to adopt. The roll was called and the vote was, AYES: Larson, Shaw, Del Toro, Jones NAYS: Resnick, Rios, Buol Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTION nO. 221-19 RESOLUTION APPOINTING WELLS FARGO BANK, N.A. OF MINNEAPOLIS, MINNESOTA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT WHEREAS, $4,240,000 General Obligation Refunding Bonds, Series 2019C, dated July 3, 2019, have been sold and action should now be taken to provide for the maintenance of records, registration of certificates and payment of principal and interest in connection with the issuance of the Bonds; and WHEREAS, this Council has deemed that the services offered by Wells Fargo Bank, N.A. of Minneapolis, Mimlesota, are necessary for compliance with rules, regulations, and requirements governing the registration, transfer and payment of registered bonds; and WHEREAS, a Paying Agent, Bond Registrar and Transfer Agent Agreement (hereafter "Agreement") has been prepared to be entered into between the City and Wells Fargo Bank, N.A. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: 1. That Wells Fargo Bank, N.A. of Minneapolis, Minnesota, is hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of $4,240,000 General Obligation Refunding Bonds, Series 2019C, dated July 3, 2019. 2 2. That the Agreement with Wells Fargo Bank, N.A. of Minneapolis, Minnesota, is hereby approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of the City. PASSED AND APPROVED this 3rd day of June, 2019. ATTEST: -3 Council Member Resnick introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $4,240,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2019C, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE TAX EXEMPTION CERTIFICATE AND CONTINUING DISCLOSURE CERTIFICATE" and moved that it be adopted. Council Member D e 1 Toro seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES: Larson, Shaw, Del Toro, Jones NAYS: Resnick, Rios, Buol Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTION NO. 222-19 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $4,240,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2019C, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE TAX EXEMPTION CERTIFICATE AND CONTINUING DISCLOSURE CERTIFICATE WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS, the Issuer is in need of funds to pay costs of refunding or refinancing certain outstanding indebtedness of the City, including General Obligation Bonds, Series 2012D, dated June 28, 2012, essential corporate purpose(s), and it is deemed necessary and advisable that General Obligation Refunding Bonds, to the amount of not to exceed S 10,045,000 be authorized for said purpose(s); and WHEREAS, it is found and determined that the aforesaid adjustment and refunding of present indebtedness is necessary and in the public interest and will benefit the City and its taxpayers by restructuring 1 (one) outstanding issue(s) of Bonds for purposes of more efficient administration thereof; by conforming the debt service requirements to the anticipated receipt of tax funds thereby reducing the impact of delays in the collection of future taxes upon the City's cash flow; and to adjust the requirements of the outstanding indebtedness so as to facilitate the orderly retirement of Bonds anticipated to be issued for future capital improvements; and WHEREAS, it presently appears that the aforesaid benefits may be realized and at the same time savings may be effected in the debt service fund requirements of the City by refunding -4 of the Bonds set forth in the schedule set forth as Exhibit "A", attached to this Resolution and made a part hereof by this reference; and WHEREAS, pursuant to notice published as required by Section 384.25 of the Code of Iowa, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of $4,240,000 General Obligation Refunding Bonds, and the Council is therefore now authorized to proceed with the issuance of said Bonds for such purpose(s); and WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the above- mentioned Bonds were heretofore sold at public sale and action should now be taken to issue said Bonds conforming to the terms and conditions of the best bid received at the advertised public sale. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: "Authorized Denominations shall mean $5,000 or any integral multiple thereof. "Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant or such person's subrogee. • "Blanket Issuer Letter of Representations" shall mean the Representation Letter from the Issuer to DTC, with respect to the Bonds. • "Bond Fund" shall mean the fund created in Section 3 of this Resolution. • "Bonds" shall mean $4,240,000 General Obligation Refunding Bonds, Series 2019C, authorized to be issued by this Resolution. • "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. • "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate approved under the terms of this Resolution and to be executed by the Issuer and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. • "Depository Bonds " shall mean the Bonds as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. 5 "DTC" shall mean The Depository Trust Company, New York, New York, which will act as security depository for the Bond pursuant to the Representation Letter. "Issuer" and "City" shall mean the City of Dubuque, State of Iowa. "Participants" shall mean those broker-dealers, banks and other financial institutions for which DTC holds Bonds as securities depository. "Paying Agent" shall mean Wells Fargo Bank, N.A., or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Bonds as the same shall become due. • "Project" shall mean the costs of refunding or refinancing certain outstanding indebtedness of the City, including General Obligation Bonds, Series 2012D, dated June 28, 2012. • "Project Fund" shall mean the fund into which a portion of the proceeds that will be used, together with interest earnings thereon, to pay the principal, interest and redemption premium, if any, on the Refunded Bonds. • "Rebate Fund" shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate. • "Refunded Bonds" shall mean $4,370,000 of the $7,175,000 General Obligation Bonds, Series 2012D, dated June 28, 2012. • "Registrar" shall mean Wells Fargo Bank, N.A. of Minneapolis, Minnesota, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds. • "Resolution" shall mean this resolution authorizing the Bonds. • "Tax Exemption Certificate" shall mean the Tax Exemption Certificate approved under the terms of this Resolution and to be executed by the Treasurer and delivered at the time of issuance and delivery of the Bonds. "Treasurer" shall mean the Director of Finance & Budget or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Bonds issued hereunder. Section 2. Levy and Certification of Annual Tax; Other Funds to be Used. - 6 a) Levy of Annual Tax. That for the purpose of providing funds to pay the principal and interest of the Bonds hereinafter authorized to be issued, there is hereby levied for each future year the following direct annual tax on all of the taxable property in the City of Dubuque, State of Iowa, to -wit: FISCAL YEAR (JULY 1 TO JUNE 30) AMOUNT YEAR OF COLLECTION $450,893.33 2019/2020* $462,150.00 2020/2021 $466,800.00 2021/2022 $441,000.00 2022/2023 $450,650.00 2023/2024 $439,700.00 2024/2025 $448,750.00 2025/2026 $437,200.00 2026/2027 $295,650.00 2027/2028 $293,000.00 2028/2029 $295,200.00 2029/2030 $297,100.00 2030/2031 $298,700.00 2031/2032 *Payable from available cash on hand and the existing levy in place for the Refunded Bonds. (NOTE: For example, the levy to be made and certified against the taxable valuations of January 1, 2018 will be collected during the fiscal year commencing July 1, 2019.) b) Resolution to be Filed With County Auditor. A certified copy of this Resolution shall be filed with the Auditor of Dubuque County, Iowa and the Auditor is hereby instructed in and for each of the years as provided, to levy and assess the tax hereby authorized in Section 2 of this Resolution, in like manner as other taxes are levied and assessed, and such taxes so levied in and for each of the years aforesaid be collected in like manner as other taxes of the City are collected, and when collected be used for the purpose of paying principal and interest on said Bonds issued in anticipation of the tax, and for no other purpose whatsoever. c) Additional City Funds Available. Principal and interest coming due at any time when the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly paid when due from current funds of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. Section 3. Bond Fund. Said tax shall be assessed and collected each year at the same time and in the same manner as, and in addition to, all other taxes in and for the City, and when collected they shall be converted into a special fund within the Debt Service Fund to be known as the "2019C GENERAL OBLIGATION REFUNDING BOND FUND NO. 3" (the "Bond Fund"), which is hereby pledged for and shall be used only for the payment of the principal of -7- and interest on the Bonds hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from property that is centrally assessed by the State of Iowa. Section 4. Application of Bond Proceeds. Proceeds of the Bonds, other than accrued interest except as may be provided below, shall be credited to the Project Fund and expended therefrom for the purposes of issuance. Proceeds invested shall mature before the date on which the moneys are required for payment of principal and interest on the Refunded Bonds. Accrued interest, if any, shall be deposited in the Bond Fund. Section 5. Investment of Bond Fund Proceeds. All moneys held in the Bond Fund, provided for by Section 3 of this Resolution shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2019, as amended, or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with Chapter 12C of the Code of Iowa, 2019, as amended, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Bonds as herein provided. Section 6. Bond Details, Execution and Redemption. a) Bond Details. General Obligation Refunding Bonds of the City in the amount of $4,240,000, shall be issued pursuant to the provisions of Section 384.25 of the Code of Iowa for the aforesaid purposes. The Bonds shall be designated "GENERAL OBLIGATION REFUNDING BOND, SERIES 2019C", be dated July 3, 2019, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2019, and semiannually thereafter on the 1st day of June and December in each year until maturity at the rates hereinafter provided. The Bonds shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Bond. The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as follows: -8 Principal Interest Maturity Amount Rate June 1st $335,000 3.00% 2020 $345,000 3.00% 2021 $360,000 3.00% 2022 $345,000 3.00% 2023 $365,000 3.00% 2024 $365,000 3.00% 2025 $385,000 3.00% 2026 $385,000 3.00% 2027 $255,000 3.00% 2028 $260,000 3.00% 2029 $270,000 3.00% 2030 $280,000 3.00% 2031 $290,000 3.00% 2032 b) Redemption. i. Optional Redemption. Bonds maturing after June 1, 2026, may be called for optional redemption by the Issuer on that date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual m ii. Maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' written notice of redemption shall be given to the registered owner of the Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All Bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. Written notice will be deemed completed upon transmission to the owner of record. If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Bonds to be called has been reached. If less than all of a maturity is called for redemption, the Issuer will notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot the amount of each Participant's interest in such maturity to be redeemed and each Participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. -9 Section 7. Issuance of Bonds in Book -Entry Form; Replacement Bonds. a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange of Depository Bonds for Bonds in Authorized Denominations, the Bonds shall be issued as Depository Bonds in denominations of the entire principal amount of each maturity of Bonds (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount). The Bonds must be registered in the name of Cede & Co., as nominee for DTC. Payment of semiannual interest for any Bonds registered in the name of Cede & Co. will be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Bonds at the address indicated or in the Representation Letter. b) The Bonds will be initially issued in the form of separate single authenticated fully registered bonds in the amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of the Bonds will be registered in the registry books of the Wells Fargo Bank, N.A. kept by the Paying Agent and Registrar in the name of Cede & Co., as nominee of DTC. The Paying Agent and Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions to be redeemed, giving any notice permitted or required to be given to registered owners of Bonds under the Resolution of the Issuer, registering the transfer of Bonds, obtaining any consent or other action to be taken by registered owners of the Bonds and for other purposes. The Paying Agent, Registrar and the Issuer have no responsibility or obligation to any Participant or Beneficial Owner of the Bonds under or through DTC with respect to the accuracy of records maintained by DTC or any Participant; with respect to the payment by DTC or Participant of an amount of principal or redemption price of or interest on the Bonds; with respect to any notice given to owners of Bonds under the Resolution; with respect to the Participant(s) selected to receive payment in the event of a partial redemption of the Bonds, or a consent given or other action taken by DTC as registered owner of the Bonds. The Paying Agent and Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to Cede & Co. in accordance with the Representation Letter, and all payments are valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum paid. DTC must receive an authenticated Bond for each separate stated maturity evidencing the obligation of the Issuer to make payments of principal of and premium, if any, and interest. Upon delivery by DTC to the Paying Agent and Registrar of written notice that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to the new nominee in accordance with this Section. c) In the event the Issuer determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds certificates, the Issuer may notify DTC and the Paying Agent and Registrar, whereupon DTC will notify the Participants, of the availability through DTC of Bonds certificates. The Bonds will be transferable in accordance with this Section. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Issuer and the Paying Agent - 10 - and Registrar and discharging its responsibilities under applicable law. In this event, the Bonds will be transferable in accordance with this Section. d) Notwithstanding any other provision of the Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on the Bond and all notices must be made and given, respectively to DTC as provided in the Representation letter. e) In connection with any notice or other communication to be provided to Bondholders by the Issuer or the Paying Agent and Registrar with respect to a consent or other action to be taken by Bondholders, the Issuer or the Paying Agent and Registrar, as the case may be, shall establish a record date for the consent or other action and give DTC notice of the record date not less than 15 calendar days in advance of the record date to the extent possible. Notice to DTC must be given only when DTC is the sole Bondholder. f) The Representation Letter is on file with DTC and sets forth certain matters with respect to, among other things, notices, consents and approvals by Bondholders and payments on the Bonds. The execution and delivery of the Representation Letter to DTC by the Issuer is ratified and confirmed. g) In the event that a transfer or exchange of the Bonds is permitted under this Section, the transfer or exchange may be accomplished upon receipt by the Registrar from the registered owners of the Bonds to be transferred or exchanged and appropriate instruments of transfer. In the event Bond certificates are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, or other securities depository as holder of all the Bonds, the provisions of the Resolution apply to, among other things, the printing of certificates and the method or payment of principal of and interest on the certificates. Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and transfer of interests in Depository Bonds by book entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Bonds in accordance with and as such interests may appear with respect to such book entries. h) The officers of the Issuer are authorized and directed to prepare and furnish to the purchaser, and to the attorneys approving the legality of Bonds, certified copies of proceedings, ordinances, resolutions and records and all certificates and affidavits and other instruments as may be required to evidence the legality and marketability of the Bonds, and all certified copies, certificates, affidavits and other instruments constitute representations of the Issuer as to the correctness of all stated or recited facts. - 11 - Section 8. Registration of Bonds; Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation. a) Registration. The ownership of Bonds may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Bonds, and in no other way. Wells Fargo Bank, N.A. is hereby appointed as Bond Registrar under the terms of this Resolution and under the provisions of a separate agreement with the Issuer filed herewith which is made a part hereof by this reference. Registrar shall maintain the books of the Issuer for the registration of ownership of the Bonds for the payment of principal of and interest on the Bonds as provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bonds and in this Resolution. b) Transfer. The ownership of any Bond may be transferred only upon the Registration Books kept for the registration and transfer of Bonds and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Bond (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Bond, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds,. in accordance with the provisions of this Resolution. d) Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. - 12 - f) Non -Presentment of Bonds. In the event any payment check representing - payment of principal of or interest on the Bonds is returned to the Paying Agent or if any bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer. g) Registration and Transfer Fees. The Registrar may furnish to each owner, at the Issuer's expense, one bond for each annual maturity. The Registrar shall furnish additional Bonds in lesser denominations (but not less than the minimum denomination) to an owner who so requests. Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Bond, shall be made to the registered holder thereof or to their designated agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Bonds to the extent of the payments so made. Upon receipt of the final payment of principal, the holder of the Bond shall surrender the Bond to the Paying Agent. Section 11. Execution, Authentication and Delivery of the Bonds. Upon the adoption of this Resolution, the Mayor and Clerk shall execute the Bonds by their manual or authorized signature and deliver the Bonds to the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Bond a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be - 13 - conclusive evidence that the Bond so authenticated has been duly issued under -this Resolution and that the holder thereof is entitled to the benefits of this Resolution. No Bonds shall be authenticated and delivered by the Registrar unless and until there shall have been provided the following: 1. A certified copy of the Resolution of Issuer authorizing the issuance of the Bonds; 2. A written order of Issuer signed by the Treasurer of the Issuer directing the authentication and delivery of the Bonds to or upon the order of the Purchaser upon payment of the purchase price as set forth therein; 3. The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, concerning the validity and legality of all the Bonds proposed to be issued. Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to. each registered bondholder. Section 13. Form of Bond. Bonds shall be printed substantially in the form as follows: "STATE OF IOWA" "COUNTY OF DUBUQUE" "CITY OF DUBUQUE" "GENERAL OBLIGATION REFUNDING BOND" "SERIES 2019C" ESSENTIAL CORPORATE PURPOSE Rate: Maturity: Bond Date: July 3, 2019 CUSIP No.: "Registered" Certificate No. Principal Amount: $ The City of Dubuque, State of Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to (Registration panel to be completed by Registrar or Printer with name of Registered Owner). or registered assigns, the principal sum of (enter principal amount in long form) THOUSAND. DOLLARS in lawful money of the United States of America, on the maturity date shown above, - 14 - only upon presentation and surrender hereof at the office of Wells Fargo Bank, N.A., Paying Agent of this issue, or its successor, with interest on the sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2019, and semiannually thereafter on the 1st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the month preceding such interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 - day months. This Bond is issued pursuant to the provisions of Section 384.25 of the Code of Iowa, for the purpose of paying costs of refunding or refinancing certain outstanding indebtedness of the City, including General Obligation Bonds, Series 2012D, dated June 28, 2012, in conformity to a Resolution of the Council of said City duly passed and approved. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Bonds maturing after June 1, 2026, may be called for optional redemption by the Issuer and paid before maturity on said date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' written notice of redemption shall be given to the registered owner of the Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. Written notice will be deemed completed upon transmission to the owner of record. If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Bonds to be called has been reached. If less than all of a maturity is called for redemption, the Issuer will notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot the amount of each Participant's interest in such maturity to be redeemed and each Participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. - 15 - Ownership of this Bond may be transferred only by transfer upon the books -kept -for such purpose by Wells Fargo Bank, N.A., the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Bond, have been existent, had, done and performed as required by law; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable_ property within the territory of the Issuer for the payment of the principal and interest of this Bond as the same will respectively become due; that such taxes have been irrevocably pledged for the prompt payment hereof, both principal and interest; and the total indebtedness of the Issuer including this Bond, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of the City printed or impressed hereon, and to be authenticated by the manual signature of an authorized representative of the Registrar, Wells Fargo Bank, N.A., Minneapolis, Minnesota. Date of authentication: This is one of the Bonds described in the within mentioned Resolution, as registered by Wells Fargo Bank, N.A. WELLS FARGO BANK, N.A., Registrar By: Authorized Signature Registrar and Transfer Agent: Wells Fargo Bank, N.A. Paying Agent: Wells Fargo Bank, N.A. SEE REVERSE FOR CERTAIN DEFINITIONS (Seal) (Signature Block) CITY OF DUBUQUE, STATE OF IOWA By: (manual or facsimile signature) - 16 - Mayor ATTEST: By: (manual or facsimile signature) City Clerk (Information Required for Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED) 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. - 17 - INFORMATION REQUIRED FOR REGISTRATION OF TRANS -FDR Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferees) Transferee is a(n): Individual* Corporation Partnership Trust *If the Bond is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - Custodian (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST (End of form of Bond) Section 14. Closing Documents. The Mayor and City Clerk are authorized and directed to execute, attest, seal and deliver for and on behalf of the City any other additional certificates, documents, or other papers and perform all other acts, including without limitation the execution of all closing documents, as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 15. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between said City and the purchaser of the Bonds. Section 16. Non -Arbitrage Covenants. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage bonds within the meaning of Sections 148(a) and (b) of the Internal Revenue Code of the United States, as amended, and that throughout the term of the Bonds it will comply with the requirements of statutes and regulations issued thereunder. - 18 - To the best knowledge and belief of the Issuer there are -no -facts -or -circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds. Section 17. Approval of Tax Exemption Certificate. Attached hereto is a form of Tax Exemption Certificate stating the 'Issuer's reasonable expectations as to the use of the proceeds of the Bonds. The form of Tax Exemption Certificate is approved. The Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Resolution. The Director of Finance & Budget is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate at issuance of the Bonds to certify as to the reasonable expectations and covenants of the Issuer at that date. Section 18. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part of this Resolution and made a part hereof. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Resolution; however, any holder of the Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under the Continuing Disclosure Certificate. For purposes of this section, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. Section 19. Additional Covenants, Representations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Bonds from time to time outstanding that the Issuer through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Bonds;(c) consult with Bond Counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds;(e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance. Section 20. Amendment of Resolution to Maintain Tax Exemption. This Resolution may be amended without the consent of any owner of the Bonds if, in the opinion of Bond Counsel, such amendment is necessary to maintain tax exemption with respect to the Bonds under applicable Federal law or regulations. - 19 - Section 21. Repeal of Conflictin-g Resalutlons or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. Section 22. Severability Clause. If any section, paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this 3rd day of June, 2019. Mayor ATT -EST: - 20 - EXHIBIT "A" Refunded Bonds General Obligation Bonds, Series 2012D Principal Interest Maturity Amount Rate June 1st $345,000 3.000% 2020 $355,000 3.000% 2021 $370,000 3.000% 2022 $355,000 3.000% 2023 $375,000 3.000% 2024 $375,000 3.000% 2025 $395,000 3.000% 2026 $395,000 3.000% 2027 $265,000 3.125% 2028 $270,000 3.125% 2029 $280,000 3.250% 2030 $290,000 3.250% 2031 $300,000 3.375% 2032 $4,370,000 redeemed on July 4, 2019 STATE OF IOWA COUNTY OF DUBUQUE CERTIFICATE ) SS I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the Council hereto . ed h 4th ay of June, 2019. City Cl fk, ity of Dubuque, State of Iowa 01595411-1\10422-203 COUNTY AUDITOR'S CERTIFICATE 1, f .Th) 01 a V7 , County Auditor of Dubuque County, State of Iowa, hereby certify that on the ) j day of (,c , 2019 there was filed in my office the Resolution of the City Council of the City of Dubuque, State of Iowa, adopted on the 3rd day of June, 2019, such Resolution levying a tax for the purpose of paying principal and interest on $4,240,000 of General Obligation Refunding Bonds, Series 2019C, dated July 3, 2019, and authorizing the issuance of the Bonds. 01600856-1\10422-203 County A-u-ditor of Dubuque County, State of Iowa Form 8038_G (Rev. September 2018) Department of the Treasury Internal Revenue Service Information Return for Tax -Exempt Governmental bonus ► Under Internal Revenue Code section 149(e) ► See separate instructions. Caution: If the issue price is under $100,000, use Form 8038 -GC. ► Go to www.irs.gov/F8038G for instructions and the latest information. OMB No. 1545-0720 Reporting Authority If Amended Return, check here ► ■ Part I name Iowa 2 Issuer's employer identification number (E N) 42-6004596 1 Issuer's City Dubuque, of 3a Name of person (other than issuer) 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 Room/suite 5 Report number (For IRS Use Only) 13 _1 6 City, Dubuque, town, or post office, state, and ZIP code Iowa 52001 7 Date of issue July 3, 2019 8 $4,240,000 Name of issue General Obligation Refunding Bonds, Series 2019C 9 CUSIP number 263868 GGO 1 Oa Name and title of officer instructions) Jennifer Larson, Director or other employee of the of Finance & Budget issuer whom the IRS may call for more information (see 1 Ob Telephone number of officer or other employee shown on 10a 563.589.4322 Type of Issue (enter the issue price). See the instructions and attach schedule. Part 11 and safety Describe bonds bonds bonds hospital are are are (including ► TANs BANs, in the Refunding sewage bonds) 11 11 12 13 14 15 16 17 18 19a b 20 Education Health Transportation Public Environment Housing Utilities Other. If If If 12 13 14 15 16 18 4,432,045 40 � or RANs, check check only form of a lease only box 19a ► L box 19b 0.-D or installment sale, check box ► D Part 111 Description of Bonds. Complete for the entire issue for which this form is being filed 21 (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 06/01/2032 $ 4,432,045.40 $ 4,240,000 6.5818 years 2.3752654 % Part IV Uses of Proceeds of Bond Issue (including underwriters' discount) 22 23 24 25 26 27 28 29 30 Proceeds Issue price Proceeds Proceeds Proceeds Proceeds Proceeds Total (add Nonrefunding used of entire used used allocated used used lines for accrued for bond for credit to to refund to refund 24 through proceeds issue reasonably (enter issuance enhancement prior prior of the interest 28) amount from line 21, column (b)) costs (including underwriters' discount) required reserve or replacement fund tax-exempt bonds. Complete Part V . taxable bonds. Complete Part V . . issue (subtract line 29 from line 23 and enter 24 61,536 90 22 -0- 23 4,432,045 40 . 90 25 -0- . amount 26 -0- 27 4,370,000 00 28 -0--• '' here) . . . 29 4,431,536 30 508 50 Description of Refunded Bonds. Complete this part only for refunding bonds. Part V the remaining the remaining the last date weighted average maturity of weighted average maturity of on which the refunded tax-exempt the tax-exempt bonds to be refunded . . . ► the taxable bonds to be refunded . . . . ► bonds will be called (MM/DD/YYYY) . . ► 6.4828 years 31 Enter 32 Enter 33 Enter 0.0000 years 34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2018) Form 8038-G (Rev. 9-2018) Page 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 36a Enter the amount of gross proceeds invested or to be Invested in a guaranteed investment contract (GIC). See instructions b Enter the final maturity date of the GIC. (MM/DD/YYYY) c Enter the name of the GIC provider. 37 Pooled financings- Enter the amount of the proceeds of this issue that are to be used to make loans tc titer governmental units 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box b Enter the date of the master pool bond. (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond. d Enter the name of the issuer of the master pool bond ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box 10- 40 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate check box . n 41a If the issuer has identified a hedge, check here. 1-1 and enter the following information: b Name of hedge provider. c Type of hedge I► d Term of hedge. 42 If the issuer has superintegrated the hedge, check box 43 If the issuer has established written procedures to ensure that all nonquahfied bonds of this issue are remediated . n ■ 35 -0- 36a -0- 37 -0- and enter the following information: I. n according to the requirements under the Code and Regulations (see instructions), check box 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . (✓ 45a If some portion of the proceeds was used to reimburse expenditures, check here. ■ and enter the amount of reimbursement b Enter the date the official intent was adopted . (MM/DD/YYYY) Under penalties of perjury, 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 complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to process this retum to the perso at 1 have authorized above. Signature and Consent Paid Preparer Use Only f issuer's a thorized representative Prin ype preparer's name Kristin Billingsley Cooper Firm's name ► Ahlers & Cooney, P. Preparer's signature Date Jennifer Larson, Director of Finance/Budget Type or print name and title Date Check (l if self-employed Firm's EIN 10 - Firm's Firm's address ► 100 Court Avenue, Suite 600, Des Moines, Iowa 50309 Phone no. PTIN P02001942 42-1323559 515-243-7611 Form 8038-G (Rev. 9-2018) AFFIDAVIT OF MAILING STATE OF IOWA ) ) SS: COUNTY OF POLK ) I, Kristin Billingsley Cooper, do hereby certify that at the request of the City of Dubuque, State of Iowa, I caused to be mailed a copy of the foregoing FoHn18038-G, Infounation Return for Tax -Exempt Governmental Obligations, (re: $4,240,000 General Obligation Refunding Bonds, Series 2019C), 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, 2nd Day Air R , Tracking Number 1Z5E21760297226636 the date of certification being August 5, 2019, all as shown by the attached Proof of Delivery. Dated at Des Moines, Iowa, this 5th day of August, 2019. stin Billingsley Cfoper Subscribed and sworn to by the aforementioned Kristin Billingsley Cooper, before me a Notary Public in and for the State of Iowa, this 5th day of August, 2019. KIMBERLY WOLFF Commission Number 760131 My Commission apices September 24, 20 f (SEAL) 01619184-1\10422-203 Notary Public Proof of Delivery Dear Customer, This notice serves as proof of delivery for the shipment listed below. Tracking Number 1Z5E21760297226636 Weight 0.00 LBS Service UPS 2nd Day Air Shipped / Billed On 08/01/2019 Delivered On 08/05/2019 10:41 A.M. Delivered To OGDEN, UT, US Received By SNITCHLER 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: 08/05/2019 1:17 P.M. EST TAX EXEMPTION CERTIFICATE of CITY OF DUBUQUE, COUNTY OF DUBUQLE, STATE OF IOWA, ISSUER $4,240,000 General Obligation Refunding Bonds, Series 2019C This instrument was prepared by: Ahlers & Cooney, P C. 100 Court Avenue, Suite 600 Des Moines, Iowa 50309 (515) 243-7611 TABLE OF CONTENTS This Table of Contents is not a part of this Tax Exemption Certificate and is provided only for convenience of reference. INTRODUCTION 1 ARTICLE I DEFINITIONS 1 ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND 4 AGREEMENTS 4 Section 2 1 Authority to Certify and Expectations 4 Section 2 2 Receipts and Expenditures of Sale Proceeds Section 2 3 Purpose of Bonds 7 7 Section 2 4 Facts Supporting Tax -Exemption Classification 88 Section 2 5 Facts Supporting Temporary Periods for Proceeds 9 Section 2 6 Resolution Funds at Restricted or Unrestricted Yield 9 Section 2/ Pertaining to Yields 10 ARTICLE HI REBATE 10 Section 3 1 Records Section 3 2 Rebate Fund 10 110 Section 3 3 Exceptions to Rebate 11 Section 3 4 Calculation of Rebate Amount 11 Section 3.5 Rebate Requirements and the Bond Fund 12 Section 3 6 Investment of the Rebate Fund 12 Section 3 7 Payment to the United States Section 3 8 Records 12 132 Section 3 9 Additional Payments 13 ARTICLE IV INVESTMENT RESTRICTIONS 13 Section 4 1 Avoidance of Prohibited Payments 13 Section 4 2 Market Price Requirement 13 Section 4.3 Investment in Certificates of Deposit Section 4 4 Investment Pursuant to Investment Contracts and Agreements 1614 Section 4 5 Records 16 Section 4.6 Investments to be Legal 16 ARTICLE V GENERAL COVENANTS 17 ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS 17 Section 6 1 Opinion of Bond Counsel; Amendments 17 Section 6 2 Additional Covenants, Agreements Section 6 3 Internal Revenue Service Audits 17 17 Section 6 4 Amendments ARTICLE VII FURTHER CERTIFICATIONS WITH RESPECT TO REFUNDI\ G 17 BONDS 19 EXHIBIT "A" ISSUE PRICE CERTIFICATE TAX EXEMPTION CERTIFICATE CITY OF DUBUQUE, STATE OF IOWA THIS TAX EXEMPTION CERTIFICATF made and entered into on July 3, 2019, by the City of Dubuque, County of Dubuque, State of Iowa (the "Issuer"). TRODUCTION This Certificate is executed and delivered in connection with the issuance by the Issuer of its $4,240,000 General Obligation Refunding Bonds, Series 2019C (the "Bonds") The Bonds are issued pursuant to the provisions of the Resolution of the Issuer authorizing the issuance of the Bonds Such Resolution 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 the owners 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 pertinent legal regulations issued thereunder 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. ARTICLF I DLFINITIONS The following teuus as used in this Certificate shall have the meanings set forth below. The terms defined in the Resolution shall retain the meanings set forth therein when used in this Certificate. Other teuus used in this Certificate shall have the meanings set forth in the Code or in the Regulations • "Annual Debt Service" means the principal of and interest on the Bonds scheduled to be paid during a given Bond Year. • "Bonds" means the S4,240,000 aggregate principal amount of General Obligation Refunding Bonds, Series 2019C, of the Issuer issued in registered four 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 nationally recognized standing in matters pertaining to the tax-exempt status of interest on obligations issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any State of the United States of America. • "Bond Fund" means the Sinking Fund described in the Resolution 1 • "Bond Purchase Agreement" means the binding contract in writing for the sale of the Bonds • "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 shorter period 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 and the bonds descnbed in Section 2 1(1) when used in computing the present value of all payments of principal and interest to be paid on the Bonds and the bonds described in Section 2 1(1), using semiannual compounding on a 360 -day year as computed under Regulation 1.148-4. • "Certificate" means this Tax Exemption Certificate. • "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 supplement 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 Earnings" means the amount earned on all 1\onpurpose Investments minus the amount which would have been earned if such Nonpurpose Investments were invested at a rate 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 • "Governmental Obligations" means direct general obligations of, or obligations the timely payment of the principal of and 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 proceeds (as defined in Regulation 1.148-1(c)) of the Bonds. • "Gross Proceeds Funds" means the Project Fund, Proceeds held to pay cost of issuance, 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 1 148-1(b) and (f)(2), means the first price at which a substantial amount of the Bonds (not less than 10% of each maturity) is sold to the public (any person other than the Purchaser or a related party to the Purchaser) The Purchasers have certified the Issue Price to be not more than $4,442,040.40, as set forth in -Exhibit A. • "Issuer" means the City of Dubuque, a municipal corporation in the County of Dubuque, State of Iowa. • "Minor Portion of the Bonds", as defined in Regulation 1 148-2(g), means the lesser of five (5) percent of Proceeds or $100,000. The Minor Portion of the Bonds is computed to be $100,000. • "T onpurpose Investments" means any investment property which 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 of the Bonds • 'Project" means the refunding or refinancing certain outstanding indebtedness of the City, including General Obligation Bonds, Series 2012D, dated June 28, 2012 as more fully described in the Resolution "Project Fund' shall mean the fund into which a portion of the Proceeds that will be used, together with interest earnings thereon, to pay the principal, interest and redemption premium, if any, on the Refunded Bonds • "Purchasers" means Hutchinson, Shockey, Erley & Co. of Chicago, Illinois constituting the initial purchasers 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 following each Computation Date or the Final Bond Retirement Date. • "Refunded Bonds" means $4,370,000 of the $7,175,000 General Obligation Bonds, Series 2012D dated June 28, 2012. • "Refunding Bonds" means the Bonds • "Regulations" means the Income Tax Regulations, amendments and successor provisions promulgated by the Department of the Treasury under Sections 103, 148 and 149 of the Code, or other Sections of the Code relating to "arbitrage bonds", including without limitation Regulations 1.148-1 through 1.148-11, 1.149(b)-1, 1.149- d(1), 1.150-1 and 1.150-2. • "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 June 3, authorizing the issuance of the Bonds • "Sale Proceeds" as defined in Regulation 1148-1(b), means any amounts actually or constructively received from the sale of the Bonds, including amounts used to pay underwriter s discount or compensation and accrued interest other than pre -issuance accrued interest. • "Sinking Fund" means the Bond Fund. • "SLGS" means demand deposit Treasury securities of the State and Local Government Series. • "Tax Exempt Obligations" means bonds or other obligations the interest on which is excludable from the gross income of the owners thereof under Section 103 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 certificate attached to this Certificate as Exhibit A, setting forth certain representations relevant to the Issue Price of the Bonds and the offering prices at which the Purchaser will reoffer and sell the Bonds to the public. ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND AGREEMENTS • The Issuer hereby certifies, represents and agrees as follows: Section 2 1 Authority to Certify and Expectations (a) The undersigned officer of the Issuer along with other officers of the Issuer, are charged with the responsibility of issuing the Bonds (b) This Certificate is being executed and delivered in part for the purposes specified in Section 1.148-2(b)(2) of the Regulations and is intended (among other purposes) to establish reasonable expectations of the Issuer at this time. (c) The Issuer has not been notified of any disqualification or proposed disqualification of it by the Commissioner of the Internal Revenue Service as a bond issuer which may certify bond issues under Section 1.148-2(b)(2) of the Regulations (d) The certifications, representations and agreements set forth 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 actually received, (2) with respect to payments of amounts into various funds or accounts, review of the authorizations or directions for such payments made by the Issuer pursuant to the Resolution and this Certificate, (3) with respect to the Issue Price, the certifications of the Purchasers as set forth in the Verification Certificate and certifications of the Municipal Advisor as set forth in the Municipal Advisor's Certificate, (4) with respect to expenditure of the Proceeds of the Bonds, actual expenditures and reasonable expectations of the Issuer as to when the Proceeds will be spent for purposes of the Project, and (5) with respect to Bond Yield, review of the Verification Certificate and certifications of the Municipal Advisor as set forth in the Municipal Advisor's Certificate. The Issuer has no reason to believe such facts, estimates or circumstances are untrue or incomplete in any material way. (e) To the best of the knowledge and belief of the undersigned officer of the Issuer, there are no facts, 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. (f) 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 debt service fund or reserve fund not more than five percent (5%) of the Proceeds of the Bonds will be (a) used to make loans which are guaranteed by the United States or any agency or instrumentality thereof, or (b) invested in federally insured deposits or accounts. (h) The Issuer will file with the Internal Revenue Service in a timely fashion Foam 8038-G, Infoiulation Return for Tax-Exempt Governmental Obligations with respect to the Bonds and such other reports required to comply 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 141 (a) of the Code, including any use of the Project by any person other than a governmental unit if such use will be by other than a member of the general public None of the Proceeds of the Bonds will be used directly or indirectly to make or finance loans to any person other than a governmental unit. (j) The Issuer will make no change in the nature or purpose of the Project except as provided m Section 6 1 hereof. (k) Except as provided in the Resolution the Issuer will not establish any sinking fund, bond fund, reserve fund, debt service fund or other fund reasonably expected to be used to pay debt service on the Bonds (other than the Bond Fund and any Reserve Fund), exercise its option to redeem Bonds prior to maturity or effect a refunding of the Bonds (1) Except for the Bonds described as $2,240,000 General Obligation Bonds, Series 2019A, no tax-exempt 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 sale of the Bonds, (3) have been delivered m the past 15 days or (4) will be dehvered in the next 15 days pursuant to a common plan of financing for 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 Issuer used directly or indirectly to acquire obligations having a yield higher than the Bond Yield. (n) No portion of the Bonds is 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 will be used in a manner that would cause the interest on the Bonds to be includible 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 outstanding longer than is reasonably necessary to accomplish the governmental purposes of the Bonds In fact, the Bonds will not remain outstanding longer than 120% of the economic useful life of the assets financed with the Proceeds of the Bonds (r) The Bonds will not be Hedge Bonds as described in Section 149(g)(3) of the Code because the Issuer reasonably expects that it will meet the Expenditure test set forth in Section 2 5(b) hereof and that 50% or more of the Proceeds will not be invested in Nonpurpose Investments having a substantially guaranteed yield for four or more years. (s) The Issuer has not employed a device in connection with the issuance of the Bonds to obtain a material financial advantage (based on arbitrage) apart from savings attributable to lower interest rates. The Issuer will not realize any material financial advantage (based on arbitrage or otherwise) in connection with the issuance of the Bonds, or in connection with any transaction or series of transactions connected with the issuance of the Bonds, apart from savings attributable to lower interest rates. Except for costs of issuance, all Sale Proceeds and investment earnings thereon will be expended for costs of the type that would be chargeable to capital accounts under the Code pursuant to federal income tax principles if the Issuer were treated as a corporation subject to federal income taxation Section 2 2 Receipts and Expenditures of Sale Proceeds Sale Proceeds (par plus re -offering premium of $202,040.40), less underwriter's discount of $29,331.90 received at Closing are expected to be deposited and expended as follows: (a) $42,400.00 (plus a rounding amount of 508.50) representing costs of issuing the Bonds will be used within six months of the Closing Date to pay the costs of issuance of the Bonds; and (b) $4,370,000.00 will be used together with earnings thereon to pay the principal, interest and redemption premium, if any, on the Refunded Bonds Section 2 3 Purpose of Bonds The Issuer is issuing the Bonds to refund the Refunded Bonds prior to maturity in order to realize debt service savings due to lower interest rates payable on the Refunding Bonds The Refunded Bonds were issued for the purpose of paying costs of E911 Tower relocation; equipping the municipal fire department; rehabilitation and improvement of existing City parks; FEMA land buyouts for the acquisition and demolition of abandoned, dilapidated or dangerous buildings, structures or properties, and the remediation of property and buildings damaged by a disaster under Iowa Code Section 29C.2 which are located in an area declared a disaster emergency by the President of the United States; acquisition, construction, extension and improvement of works and facilities useful for the collection, treatment and disposal of sewage and industrial waste and for the collection and disposal of surface water and streams; acquisition, construction, improvement, repair and equipping of the municipal water utility and real and personal property useful for providing potable water, aiding in the planning, undertaking and carrying out of urban renewal project activities under Chapter 403 of the Code of Iowa and the Amended and Restated Urban Renewal Plans for the Dubuque Industrial Center West Economic Development District and the Greater Downtown Urban Renewal District, including those costs associated with grading, road construction, bridge utilities extensions and development of a recreation area on the South Siegert Faint area of DICW; the reconstruction, repair and improvement of Fire Station #4, the Civic Center and the Grand River Conference Center; the acquisition and installation of security cameras in the Locust Ramp, and Library repairs and improvements; City Hall repairs and improvements, including brick tuck -pointing. Section 2 4 Facts Supporting Tax -Exemption Classification Governmental Bonds Private Business Use/Private Security or Payment Tests The Bonds are considered to'oe governmental bonds, not subject to the provisions of the alternate minimum tax. The Proceeds will be used for the purposes described in Section 2.3 hereof. These bonds are not pnvate activity bonds because no amount of Proceeds of the Refunded Bonds were used in a trade or business carried on by a non- governmental unit. Rather, the Proceeds will be used to finance the general government operations and facilities of the Issuer described in Section 2 3 hereof. None of the payment of principal or interest on the Bonds will be derived from, or secured by, money or property used in a trade or business of a non-governmental unit In addition, none of the governmental operations or facilities of the Issuer being refinanced with the Proceeds of the Bonds are subject to any lease, management contract or other similar arrangement or to any arrangement for use other than as by the general public. Private Loan Financing Test No amount of Proceeds of the Refunded Bonds were used directly or indirectly to make or finance loans to persons other than governmental units. Refunding of Governmental or Private Activity Exempt Facility Bonds (where Refunded Bonds must meet requirements) The Issuer will use the Proceeds of the Bonds to refund the Refunded Bonds The Issuer has complied with the covenants and restrictions with respect to arbitrage and investment requirements, yield restrictions, and post -closing restrictions on reissuance reimbursement and change in use imposed by the Code and Regulations on the Refunded Bonds since the issue date of the Refunded Bonds so as to maintain the tax-exempt status of the interest on the Refunded Bonds The Issuer will comply with all certifications set forth in Article VIII herein. The Issuer has complied, and will continue to comply, with all rebate requirements applicable to the Refunded Bonds Section 2 5 Facts Supporting Temporary Periods for Proceeds (a) Time Test. Not later than six months after the Closing Date, the Issuer will incur a substantial binding obligation to a third party to expend at least 5% 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, including the reimbursement of other funds expended to date, within a three-year temporary period from the Closing Date. (c) Due Diligence Test. The Issuer has incurred a substantial binding obligation to accomplish the refunding. The refunding will 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 of this 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. Section 2 6 Resolution Funds at Restricted or Unrestricted Yield (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 Obligations 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 a major 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 matching of revenues and debt service within each Bond Year and the Issuer will apply moneys deposited into the Bond Fund to pay the principal of and interest on the Bonds Such Fund will be depleted at least once each Bond Year except for a reasonable carryover 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 service fund as defined in Regulation 1 148-1(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 average annual debt service on the Bonds will not exceed $2,500,000. (d) 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 Earnings, if any, has been and shall be calculated using (i) the price taking into account discount, premium and accrued interest, as applicable, actually paid or (ii) the fair market value if less than the 9 price actually paid and if such Taxable Obligations were not purchased directly from the United States Treasury. The Issuer will acquire all such Taxable Obligations directly from the United States Treasury or in an auii s length transaction without regard to any amounts paid to reduce the yield on such Taxable Obligations. The Issuer will not pay or permit the payment of any amounts (other than to the Umted States) to reduce the yield on any Taxable Obligations Obligations pledged to the payment of debt service on the Bonds, or deposited into any reserve fund after they have been acqi ired by the Issuer will be treated as though they were acquired for their fair market value on the date of such pledge or deposit. Obligations on deposit in any reserve fund on the Closing Date shall be treated as if acquired for their fair market value on the Closing Date. (b) Qualified guarantees have not been used in computing yield. (c) The Bond Yield has been computed as not less than percent, which represents a blended yield with the Issuer s $2,295,000 General Obligation Bonds, Series 2019A sold simultaneously with the Bonds. This Bond Yield has been computed on the basis of a purchase price for the Bonds equal to the Issue Price. ARTICLE III REBATE Section 3 1 Records 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, withdrawals, transfers from, transfers to, investments, reinvestments, sales, purchases, redemptions, liquidations and use of money or obligations until six years after the Final Bond Retirement Date. Section 3 2 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 permitted and subject to stated special rules and allowable exceptions (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. (c) Moneys in the Rebate Fund shall be held by the Issuer or its designee and, subject to Sections 3.4, 3 5 and 6 1 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. 10 (d) The Issuer will 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. Section 3 3 Rxceptions to Rebate The Issuer reasonably expects that the Bonds are eligible for one or more exceptions from the arbitrage rebate rules set forth in the Regulations If any Proceeds are ineligible, or become ineligible, for an exception to the arbitrage rebate rules, the Issuer will comply with the provisions of this Article III. A description of the applicable rebate exception(s) is as follows: • Six Month Exception The Gross Proceeds of the Bonds are expected to be fully expended for the governmental purposes for which the Bonds were issued no later than six months after the date of issue to call the Refunded Bonds on July 4 2019 If contrary to the reasonable expectations of the Issuer, the Gross Proceeds are not expended within six months, the Issuer will comply with the arbitrage rebate requirements of the Code. Section 3 4 Calculation of Rebate Amount (a) As soon after each Computation Date as practicable, the Issuer shall, if necessary, calculate and determine the Excess Earnings on the Gross Proceeds Funds (the "Rebate Amount"). All calculations and determinations 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 currently 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 Amount, the Issuer may withdraw such excess amount provided that such withdrawal can be made from amounts onginally transferred to the Rebate Fund and not from earnings thereon, which may not be transferred, and only if such withdrawal may be made without liquidating investments at a loss. Section 3.5 Rebate Requirements and the Bond Fund It is expected that the Bond Fund described in the Resolution and Section 2.6(c) of this Certificate will 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 allocated 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 will become subject to the rebate requirements set forth in Section 3 4 hereof. Section 3 6 Investment of the Rebate Fund (a) Immediately upon a transfer to the Rebate Fund, the Issuer may invest all amounts 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) Tax Exempt Obligations, (3) direct obligations of the United States or (4) certificates of deposit of any bank or savings and loan association. All investments in the Rebate Fund shall be made to mature not later than the next Rebate Payment Date. (b) If the Issuer invests in SLGS, the Issuer shall file timely subscription forms for such securities (if required). To the extent possible, amounts received from maturing SLGS shall be reinvested immediately in zero yield SLGS maturing on or before the next Rebate Payment Date. Section 3 7 Payment to the United States (a) On each Rebate Payment Date, the Issuer will pay to the United States at least ninety percent (90%) of the Rebate Amount less a computation credit of $1,000 per Bond Year for which the payment is made. (b) The Issuer will pay to the United States not later than sixty (60) days after the Final Bond Retirement Date all the rebatable arbitrage as of such date and any income attributable to such rebatable arbitrage 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 Fotni. 8038-T, Arbitrage Rebate, filed with respect to the Bonds or other infoiination reporting fottn 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. Such records shall include descriptions of all 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 Certificate. Such records will also show all amounts earned on moneys invested in such funds, and the actual dates 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 transfers, deposits, disbursements and earnings including - (1) 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 paid interest rate, dated date, principal amount, date of 12 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. (2) the amount and source of each payment to and the amount, purpose and payee of each payment from, each such Fund. Section 3 9 Additional Payments 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 m a fund related to the Bonds for transfer to the Rebate Fund or payment to the United States. ARTICLE IV "VESTMENT ESTMRNT RESTRICTIONS Section 4 1 Avoidance of Prohibited Payments The Issuer will not enter into any transaction that reduces the amount required to be deposited into the Rebate Fund or paid to the United States because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Bond Yield 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 will not invest or direct the investment of any funds in a manner which would violate any provision of this Article IV. Section 4 2 Market Price Requirement (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 sale or liquidation of Taxable Obligations for less than the then available market price. (b) For purposes of this Certificate, United States Treasury obligations purchased directly from the Umted States Treasury will be deemed to be purchased at the market price. Section 4 3 Investment in Certificates of Deposit (a) Notwithstanding anything to the contrary contained herein or in the Resolution, the Issuer will invest or direct the investment of funds on deposit in the 13 Reserve Fund, any other Gross Proceeds Fund, the Bond Fund, and the Rebate Fund, in a certificate of deposit of a bank or savings bank which is peimitted by law and by the Resolution only if the purchase price of such a certificate of deposit is treated as its fair market value on the purchase date and if the yield on the certificate of deposit is not less than (1) the yield on reasonably comparable direct obligations of the United States; and (2) the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. (b) The certificate of deposit described in paragraph 4.3(a) above must be executed by a dealer who maintains an active secondary market in comparable certificates of deposit and must be based on actual trades adjusted to reflect the size and tenni of that certificate of deposit and the stability and reputation of the bank or savings bank issuing the certificate of deposit. Section 4.4 Investment Pursuant to Investment Contracts and Agreements 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 agreement) only 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 turns of the bid. A tenni is material 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 of a bid is a representation that the potential provider did not consult with any other potential provider about its bid that the bid was determined without regard to any other formal or infounal agreement that the potential provider has 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 courtesy to the issuer or any other person for purposes of satisfying the requirements of paragraph (d)(6)(ni)(B)(1) or (2) of Section 1 148-5 of the Regulations. (4) The teems of the bid specifications are commercially reasonable. A term is commercially reasonable if there is a legitimate business purpose for the tens other than to increase the purchase price or reduce the yield of the investment 14 (5) For purchases of guaranteed investment contracts only, the temis of the solicitation take into account the Issuer's reasonably expected deposit and drawdown schedule for the amounts to be invested. (6) All potential providers have an equal opportunity to bid and no potential provider 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 solicited for bids. A reasonably competitive provider is a provider that has an established industry reputation as a competitive 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) of Section 1.148-5 of the Regulations and that do not have a matenal financial interest in the issue. A lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until 15 days after the issue date of the issue In addition, any entity acting as a financial advisor with respect to the purchase of the investment at the time the bid specifications are forwarded to potential providers has a material financial interest in the issue. A provider that is a related party to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue. (2) At least one of the three bids described in paragraph (d)(6)(iii)(B)(1) of Section 1 148-5 of the Regulations is from a reasonably competitive provider, within the meaning of paragraph (d)(6)(iii)(A)(7) 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 - (1) Guaranteed invesluient contracts. If the investment is a guaranteed investment contract, the winning bid is the highest yielding bona fide bid (deter mined 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) The provider of the investments or the obligor on the guaranteed investment contract certifies the administrative costs that it pays (or expects to pay, if any) to third parties in connection with supplying the investment 15 (e) The Issuer will retain the following records with the bond documents until three years after the last outstanding bond is redeemed: (1) For purchases of guaranteed investment contracts, a copy of the contract, and for 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 certification under paragraph (d)(6)(iii)(1)) of Section 1 148-5 of the Regulations. (3) For each bid that is submitted, the name of the person and entity submittmg the bid, the time and date of the bid, and the bid results (4) The bid solicitation form and, if the temis of the purchase agreement or the guaranteed investment contract deviated from the bid solicitation fowl 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 at the time that the bids wererequired to be submitted pursuant to the temis 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. Section 4 6 Investments to be Legal All investments required to be made pursuant to this Certificate shall be made to the extent permitted by law In the event that any such investment is deteinnned to be ultra vires, it shall be liquidated and the proceeds thereof shall be invested in a legal investment, provided that prior to reinvesting such proceeds, 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 GEN FRAL COVENANTS The Issuer hereby covenants to perfolln all acts within its power necessary to ensure that the reasonable expectations set forth in Article II hereof will be realized. The Issuer reasonably expects to comply with all covenants contained in this Certificate - 16 ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS Section 6 1 Opinion of Bond Counsel; Amendments The various provisions of this Certificate need not be observed and this Certificate may be amended or supplemented 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 Code and that the terns of such amendment or supplement will not cause any of the Bonds to become "arbitrage bonds" under the Code, or otherwise cause interest on any of the Bonds to become includable in gross income for federal income tax purposes. Section 6 2 Additional Covenants, Agreements The Issuer hereby covenants to make, execute and enter into (and to take such actions, if any, as may be necessary to enable it to do so) such agreements as may be necessary to comply with any changes in law or regulations in order to preserve the tax-exempt status of the Bonds to the extent that it may lawfully do so. The Issuer further covenants (1) to impose such limitations on the investment or use of moneys or investments related to the Bonds, (2) to make such payments to the United States Treasury, (3) to maintam such records, (4) to perform such calculations, and (5) to perform such other lawful acts as may be necessary to preserve the tax- exempt status of the Bonds. Section 6 3 Internal Revenue Service Audits The Internal Revenue Service has not audited the Issuer regarding any obligations issued by or on behalf of the Issuer. To the best knowledge of the Issuer, no such obligations of the Issuer are currently under examination by the Internal Revenue Service. Section 6.4 Amendments Except as otherwise provided in Section 6 1 hereof, all the rights, powers, duties and obligations of the Issuer shall be irrevocable and binding upon the Issuer and shall not be subject to amendment or modification by the Issuer. ARTICLE VII FURTHER CERTIFICATIONS WITH RESPECT TO REFUNDING BOLDS (a) Property fmanced with the Proceeds of the Refunded Bonds will not be sold or disposed of, in whole or in part, prior to the last maturity date of either the obligations or the last maturity of the Bonds (b) All of the Proceeds of the Refunded Bonds were used to provide facilities used in the regular operations of the Issuer and neither the facilities nor the output thereof 17 have been or are expected to be used in the trade or business of any person other than the Issuer. (e) Reimbursement Allocations and Original Expenditures, if any, reimbursed from proceeds of the Refunded Bonds complied with the Reimbursement Regulations in effect at the time of issuance of the Refunded Bonds (d) The Proceeds of the Refunding Bonds will be used for a current refunding and the Refunding Bonds are issued not more than 90 days before the last expenditure of any Proceeds of the Refunding Bonds for payment of debt service on the Refunded Bonds The Proceeds of the Refunding Bonds will be invested in materially higher yield acquired obligations for a temporary period of not to exceed 90 days. (e) $504,630.42 of the Proceeds of the Refunded Bonds remain unspent and will become transferred Proceeds of the Bonds No sinking fund has been established for the Refunded Bonds No amount of proceeds of the Refunded Bonds are invested for a temporary penod or as part of a minor portion of the Refunded Bonds IN WITI\ I-i;SS WHEREOF, the Issuer has caused this Certificate to be executed by its duly authorized officer, all as of the day first above written. Director of Finance & Budget, City of Dubuque, State of Iowa 18 EXHIBIT A ISSUE PRICE CERTIFICATE 01595493-1\10422-203 EXHIBIT A PURCHASER'S CERTIFICATE CITY OF DUBUQUE, IOWA $4,240,000 General Obhgation Refunding Bonds, Series 2019C The undersigned, on behalf of Hutchinson, Shockey, Erley & Co. ("Purchaser'), hereby certifies as set forth below with respect to the sale and issuance of the above -captioned obligations (the "Bonds"). 1 Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A. 3. Defined Terms_ (d) Issuer means the City of Dubuque, Iowa. (b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) Public means any person (including an individual, trust, estate partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) Underwriter means (i) the Purchaser or any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Purchaser's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. Dated: July 3, 2019 HUTCHINSON, SHOCKEY, ERLEY & CO. By: Name: Pa Maturity 6/1/2020 6/1/2021 6/1/2022 6/1/2023 6/1/2024 6/1/2025 6/1/2026 6/1/2027 6/1/2028 6/1/2029 6/1/2030 6/1/2031 6/1/2032 Amount 335,000 345,000 360,000 345,000 365,000 365,000 385,000 385,000 255,000 260,000 270,000 280,000 290,000 SCHEDULE A SALE PRICES Coupon 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 Price 101.351 102.719 103.965 104.843 106.002 106.989 107.427 105.760 105.101 104.448 103.544 103.154 102.068 CUSIP 263868FU0 263868FV8 263868FW6 263868FX4 263868FY2 263 868FZ9 263868GA3 263868GB 1 263868GC9 263868GD7 263868GE5 263868GF2 263868GG0 Upcoming Calendar Overview Result Excel Hutchinson, Shockey, Erley & Co. - Chicago , IL's Bid Dubuque $4,435,000 General Obligation Refunding Bonds, Series 2019C For the aggregate principal amount of $4,435,000.00, we will pay you $4,614,947.45, plus accrued Interest from the date of issue to the date of delivery. The Bonds are to bear interest at the fofowinq rate(s): ;PARITY. RI T Maturity Date Amount $ Coupon % 06/01/2020 365M 3.0000 06/01/2021 375M 3.0000 06/01/2022 385M 3.0000 06/01/2023 370M 3.0000 06/01/2024 385M 3.0000 06/01/2025 380M 3.0000 06/01/2026 395M 3.0000 06/01/2027 395M 3.0000 06/01/2028 265M 3.0000 06/01/2029 270M 3.0000 06/01/2030 275M 3.0000 06/01/2031 285M 3.0000 06/01/2032 290M 3.0000 Total Inte est Cost Premium Net Interest Cost: TIC: $863573.33 $179,947.45 $683,625.88 2.308459 Time Last Bid Received On:06/03/2019 9:05:57 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder. Hutchinson, Shockey, Erley & Co., Chicago , IL Contact: Jessica Niebert Title: Telephone:312-443-1555 Fax: 312-443-7225 Issuer Name: City of Dubuque Accepted By: Date: 1ofl 7 Company Name: HUTCHINSON, SHOCKEY, ERLEY & CO. Accepted By: Date: 2)7 6/3/2019 ® 1981 -20021 -Deal LLC. Al rights reserved. Trademarks Series 2019 D (combined with Series C) ITEMS TO INCLUDE ON AGENDA CITY OF DUBUQUE, IOWA General Obligation Bonds, Series 2012D • Resolution Authorizing the Redemption of Outstanding General Obligation Bonds, Series 2012D, dated June 28, 2012. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE CITY. -1 - June 3, 2019 The City Council of the City of Dubuque, State of Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:00 P.M., on the above date. There were present Mayor Roy D. Buol, in the chair, and the following named Council Members: Luis Del Toro, Ric Jones, Kate Larson, David Resnick, Jake Rios, Brett Shaw Absent: Vacant: -2 - Council Member Resnick introduced the following Resolution entitled "RESOLUTION AUTHORIZING THE REDEMPTION OF OUTSTANDING GENERAL OBLIGATION BONDS, SERIES 2012D, OF THE CITY OF DUBUQUE, STATE OF IOWA, DATED JUNE 28, 2012, AND DIRECTING NOTICE BE GIVEN" and moved its adoption. Council Member D e 1 Toro seconded the motion to adopt. The roll was called and the vote was, AYES: Larson, Shaw, Del Toro, Jones NAYS: Resnick, Rios, Buol Whereupon, the Mayor declared the resolution duly adopted as follows: RESOLUION NO. 220-19 RESOLUTION AUTHORIZING THE REDEMPTION OF OUTSTANDING GENERAL OBLIGATION BONDS, SERIES 2012D, OF THE CITY OF DUBUQUE, STATE OF IOWA, DATED JUNE 28, 2012, AND DIRECTING NOTICE BE GIVEN WHEREAS, the City did by resolution dated June 18, 2012, authorize the issuance of $7,175,000 General Obligation Bonds, Series 2012D, (the "Bonds") dated June 28, 2012; and WHEREAS, the Bonds are redeemable in any order of their numbering on June 1, 2019 or any date thereafter upon giving notice in the manner provided in the resolution authorizing the issuance of the Bonds; and WHEREAS, it is deemed necessary and advisable that $4,370,000 be so redeemed on July 4, 2019 and notice of redemption be given according to the terms of the resolution authorizing issuance of the Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: Section 1. That outstanding General Obligation Bonds, dated June 28, 2012, in the principal amount of $4,370,000, be and the same are hereby redeemed as of July 4, 2019. Section 2. The Registrar and Paying Agent, Wells Fargo Bank, National Association, is hereby authorized and directed to cause notice of such redemption be given not less than thirty (30) days prior to the redemption date and to cause notice of redemption to be mailed to the registered owners of the Bonds by ordinary mail, and to notify DTC. -3 - Section 3. The Director of Finance & Budget is hereby authorized and directed to cause to be deposited in a separate fund such sum that is sufficient to pay all principal and interest on the redeemed Bonds to the date of redemption and to notify the City's dissemination agent to post the Notice of Redemption to the MSRB's website (EMMA) in searchable PDF format for the refunded Bonds in accordance with the Continuing Disclosure. Certificate for the Bonds. Section 4. That the form of such notice be substantially as follows: -4 - NOTICE OF THE CALL OF BONDS FOR REDEMPTION TO THE HOLDERS OF THE FOLLOWING DESCRIBED BONDS: Please take notice that the Bonds described below have been called for redemption. Owners of the Bonds should present their Bonds for payment on the redemption date. Issuer: City of Dubuque, State of Iowa Original Issue Amount: $7,175,000 Bond Issue: General Obligation Bonds, Series 2012D Dated Date: June 28, 2012 Redemption Date: July 4, 2019 Redemption Price: Par, plus accrued interest Bonds Called for Redemption Bond Principal Interest Maturity CUSIP Base Numbers Amount Rate Date. 263867 7 $345,000 3.000% 2020 2J1 8 $355,000 3.000% 2021 2K8 9 $370,000 3.000% 2022 2L6 10 $355,000 3.000% 2023 2M4 11 $375,000 3.000% 2024 2N2 12 $375,000 3.000% 2025 2P7 13 $395,000 3.000% 2026 2Q5 14 $395,000 3.000% 2027 2R3 15 $265,000 3.125% 2028 2S1 16 $270,000 3.125% 2029 2T9 17 $280,000 3.250% 2030 2U6 18 $290,000 3.250% 2031 2V4 19 $300,000 3.375% 2032 2W2 -5 - No representation is made as to the accuracy of the CUSIP numbers printed herein or on the Bonds. The above Bonds should be presented to Wells Fargo Bank, National Association, Minneapolis, Minnesota. This represents a full call of the outstanding obligations. All interest will cease to accrue on the Redemption Date. WELLS FARGO BANK, NATIONAL ASSOCIATION, Minneapolis, Minnesota (End of Notice) -6 - PASSED AND APPROVED this 3rd day of June, 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. WITNESS my hand and the seal of the Council hereto affixeo7thir i (SEAL) 01595366-1\10422-203 of June, 2019. City Clerk, i y of Dubuque, State of Iowa STATE OF IOWA DUBUQUE COUNTY CERTIFICATION OF PUBLICATION {SS: I, Suzanne Pike, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph Herald, a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: May 24, 2019, and for which the charge is $64.14 Subscribed to before me, a Notary Public in and for Dubuque County, Iowa, this 3r,240 day of , 20/. Notary P��.1ic in and for Dubuque unty, Iowa. MARY K WESTERMEYER Commission Number 154885 My Commission Exp. Feb. 1; 2020 CITY, OF. DUBUQUE, ' FFIC OWA "k' iie. Bidding: Electronic O 0 facsimile bids will be received at the office Tinie es` of the Finance Director Te and°;Place 01 at City Hall "`50 West' Sealed Bids; rpids, for 13th Street Dubague, the sale of Bonds of the Iowa 52001: (facsimile City of, Dubuque, State number (563)> `589 'ofrlovda," hereafter de- '.4149) arfd/ojtthe City's scribed; must be re- Municipal' Advisor," In- theFat the office of dependent Public Advi the'Finance Director, cors,' LLC '• Johnston# City Hall, 50 West 13th Iowa', (facsimile" num- 52001; Street, b lephon, Iowa ber: (515) 259-8193)r 8-4Telephone: 563- Electronic facsimile' 589-4100 (the "Issuer") bids will be treated as in accordance with the sealed bids." official Terms" of Offer. Consideration of ing; en the 3rd day of gids: After the"time for June, 2019. The.bid receipt pf ,bids' has will n.then be pferfed passed, the' close of opened and referred . sealed bids wic be an foe action City ounci nounced. Sealed bids mgof the City Council; will then be publicly '10'C,onformity with the i opened and an - Terms of Offering.' nounced. Finally, elec .",-;The Bonds: The tropic Internet bids'will Bonds to be offered are be accessed and ' an - the following:nounced GENERAL,OBLIGATION Sale and Award: The BONDS SERIES 2019A,` sale and lawatl of the m the Kamourit °ill Bonds wil ,l erheld at ., $2,2951000' , to be dat- the j" HistOric ' Federal ed=;June 20, 2019 (the Building, '350 West 6th '2019A Bonds"). Bids Street, Dubuque, Iowa to be, receivecV before at a meeting of the City 10:00 A:M. C,D T.;nd TAXABLE'' GENERAL Council on the" above OBLIGATION°r BONDS'date at 6:00 P.M. in the"Official Statement: SERIES" -20198 amount of $860,000*- The Issuer has issued an Official' Statement to= be- dated, June e20;of information;, pertain 2019 (the ; "20198 ing to the Bonds to bei Bonds"). before to be re- offered, including a j ceived before 10 00, A.M. C,D.T.,`and statement of the Terms l ,GENERAL OBLIGATION of Offering and an Offi REFUNDING BONDS, cial Bid Form, which is SERIES 2019p, in the - incorporated by refer ence as a part of this amount of $4,435,000* to be dated July 3,-2019 notice. The Official Statement may be•ob- (the "20190 Bonds"). Bid "to, be received be -tamed by request ad-.:. fore 10:00 A.M. C.D:T.; dressed to the .City I and Clerk, City ';Hall, 50 I TAXABLE'. GENERAL West; , 13th. Street, OBLIGATION REFUND- Dubuque Iowa; •Tele-` ING BONDS, SERIES ori the Issuer's Muni00 2019D; in the amountof pal Advisor, s 'Munen $5,215,000*, to be dat- dent".PublicAdvisors,' ed ,July 3; 2019 (the i LLC,8805•• Chambery 1 "20190 Bonds"). Bid"to1 be: ' received before ; Blvd,;' Suite 300. #114, Johnston; 10:00 A.M. C.D.T.„• Iowa, 50131, (collectively, the Telephone: (515) 259- '' "Bonds”) 8193. *Subject to principal Terms of Offering adjustment pursuant to All bids shall be in con - official Terms of Offer- fortuity with .and. the ing. sale shall be -in accor- dance mitt') the Terms Manof not' be of Offeringas set forth Open nee ° received. Bids will(be in the Official" State- received in any of the merit: following methods: Legal Opinion: The • Sealed Bidding: Bonds will be' sold sub - sealed " bids may be lett to teopinion of statements made or sbmittedand will be. Ahlers & 'Cooney, P.C., furnished in connection Attorneys of Des % with the sale, issuance received at the office of the Finance Director Moines, Iowa, alto the` or marketing of ,the at' City Hall, 50 West legality and their opin-Bonds. 13th Street; Dubuque, ion will be' furnished to- Rights Reserved: Iowa 52001:,` gether with the printed The right is reserved to • Electronic Internet Bonds without: cost to reject any or all:' bids, Bidding: Electronic in- the purchaser and all and to waive anyirreg- ternet. bids will be re- bids will be so .condi- ularities as deemed to ceived at the office of tinned. Except to the be in the best interests: the Finance,♦Director at extent necessary to is -of the public. City Hall, 50 West 13th sue their opinion as to By order of the City Street,, Dubuque,, Iowa the legality of" the Council' of the City of 52001. The 'bids- must Bonds, the attorneys.Dubuque, State:., of be submitted through will not examine or re- Iowa view or express any Kevin Firnstahl the PARITY® competi- f f2 tive bidding system. opinion accuracywth eor cot to (;ity Clerk, City of • Electronic Facsim- I the- or tom Dubuque, State oflowa pleteness of docu- alt5124 ?, ments, ma,terlals" or - ` 11 • Upcoi Calendar el:: Bernardi Securities, Inc. - Chicago , IL's Bid Dubuque $2,295,000 General Obligation Bonds, Series 2019A For the aggregate principal amount of $2,295,000.00, we will pay you $2,339,298.30, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): Maturity Date Amount $ Coupon % 06/01/2022 75M 3.0000 06/01/2023 75M 3.0000 06/01/2024 80M 3.0000 06/01/2025 80M 3.0000 06/01/2026 80M 3.0000 06/01/2027 80M 3.0000 06/01/2028 135M 3.0000 06/01/2029 135M 3.0000 06/01/2030 135M 3.0000 06/01/2031 140M 3.0000 06/01/2032 145M 3.0000 06/01/2033 150M 3.0000 06/01/2034 150M 3.0000 06/01/2035 160M 3.0000 06/01/2036 160M 3.0000 06/01/2037 165M 3.0000 06/01/2038 175M 3.0000 06/01/2039 Total Interest Cost: Premium: Net Interest Cost: TIC: 175M 3.0000 $885,716.25 $44,298.30 $841,417.95 2.816116 Time Last Bid Received On:06/03/2019 9:48:59 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: Bernardi Securities, Inc., Chicago , IL Contact: Gineen DeStefano Title: Telephone:312-281-2019 Fax: 312-281-2039 Issuer Name: City of Dubuque Accepted By: Date: 1 of 1 -3-J Company Name: Accepted By: Date: © 1981-2002 i -Deal LLC, All rights reserved Trademarks coming Calendar Overview, sResua UMB Bank N.A. - Kansas City , MO's Bid el; Dubuque $860,000 Taxable General Obligation Bonds, Series 2019B For the aggregate principal amount of $860,000.00, we will pay you $877,229.30, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): Maturity Date Amount $ Coupon % 06/01/2020 105M 3.0000 06/01/2021 105M 3.0000 06/01/2022 06/01/2023 105M 105M 3.0000 3.0000 06/01/2024 110M 3.0000. 06/01/2025 06/01/2026 06/01/2027 110M 110M 110M 3.0000 3.0000 3.0000 Total Interest Cost: $115,938.33 Premium: $17,229.30 Net Interest Cost: $98,709.03 TIC: 2.519228 Time Last Bid Received On:06/03/2019 9:56:00 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: UMB Bank N.A., Kansas City , MO Contact: Kristin Koziol Title: VP Telephone:816-860-7223 Fax: 816-843-4325 Issuer Name: City of Dubuque Company Name: Accepted By: Accepted By: Date: i/ Date: © 1981-2002 i -Deal LLC, All rights reserved Trademarks 1 of 1 #1,0 Hutchinson, Hutchinson, Shockey, Erley & Co. - Chicago , IL's Bid Dubuque $4,435,000 General Obligation Refunding Bonds, Series 2019C For the aggregate principal amount of $4,435,000.00, we will pay you $4,614,947.45, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): Maturity Date Amount $ Coupon % 06/01/2020 365M 3.0000 06/01/2021 06/01/2022 375M 385M 06/01/2023 370M 06/01/2024 385M 3.0000 3.0000 3.0000 3.0000 06/01/2025 06/01/2026 06/01/2027 06/01/2028 06/01/2029 380M 395M 395M 265M 270M 06/01/2030 275M 06/01/2031 06/01/2032 Total Interest Cost: Premium: Net Interest Cost: TIC: Time Last Bid Received 285M 290M 3.0000 3.0000 3.0000 3.0000 3.0000 3.0000 3.0000 3.0000 $863,573.33 $179,947.45 $683,625.88 2.308459 On:06/03/2019 9:05:57 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: Hutchinson, Shockey, Erley & Co., Chicago , IL Contact: Jessica Niebert Title: Telephone:312-443-1555 Fax: 312-443-7225 Issuer Name: City of Dubuque Accepted By: Date: 1 of 1 Company Name: Accepted By: Date: © 1981-2002 i -Deal LLC, All rights reserved, Trademarks CITY OF DUBUQUE, IOWA TABULATION OF BIDS Masterpiece on the Mississippi $2,295,0001 General Obligation Bonds, Series 2019A Banking Institution/ Syndicate Location Purchase Price2 Net Interest Cost3 True Interest Cost4 Bernardi; Securities, Hutchinson, Shockey, Erley & Co Robert W. Baird Chicago,, IL Chicago, IL Milwaukee, WI ,339,298:30'. 2,332,175.75 2,318,922.30 841;417.95 848,540.50 861,793.95 $860,000 Taxable General Obligation Bonds, Series 2019B 2816116% 2.845387% 2.900169% Banking Institution/ Syndicate Location Purchase Price Net Interest Cost True Interest Cost UMB Bank N.A. Bernardi Securities, Inc. Robert W. Baird Northland Securities, Inc. Bankers' Bank Kansas .City, INTO. Chicago, IL Milwaukee, WI Minneapolis, MN Madison, WI $877,229.30' 873,773.30 871,692.90 870,865.05 855,700.00 $98;709 03', 102,165.03 104,245.43 105,073.28 104,799.00 $4,435,0005 General Obligation Refunding Bonds, Series 2019C .519228% 2.614635% 2.672325% 2.695336% 2.717664% Banking Institution/ Syndicate Location Purchase Price6 Net True Interest Cost7 Interest Cost8 Hutchinson, Shockey, Erley & Co Robert W. Baird Chicago, IL Milwaukee, WI 1 Following the receipt of bids, the Z Following the receipt of bids, the 3 Following the receipt of bids, the 4 Following the receipt of bids, the 5 Following the receipt of bids, the 6 Following the receipt of bids, the Following the receipt of bids, the $ Following the receipt of bids, the independent Pubic Adviso •s, LLC $4,614,947.45 4,610,140.10 par amount was revised to $2,240,000. purchase price was revised to $2,282,071.70. net interest was revised to $831,881.63. true interest cost was revised to 2.822749% par amount was revised to $4,240,000. purchase price was revised to $4,412,708.50. net interest was revised to $664,084,83. true interest cost was revised to 2.314393% $683,625.88 688,433.23 2.308459% 2.326426% Page J1of1