Water Revenue Capital Loan Notes (SRF) $4.4M Roosevelt Water Tower Series 2019 Proceedings to Complete Action Copyrighted
July 15, 2019
City of Dubuque Consent Items # 15.
ITEM TITLE: Proceedings to Complete Action on $4,400,000 Water
Revenue Capital Loan Notes Series 2019 (State Revolving
Fund Loan)
SUMMARY: City Manager recommending approval of the suggested
proceedings to complete action required on the $4,400,000
Water Revenue Capital Loan Notes Series 2019, and
approving the Loan and Disbursement Agreement for the
Roosevelt Water Tower and Eagle Point Park Treatment
Plant and Water Distribution Improvements.
RESOLUTION Series ResolutionAuthorizing and
providing for the issuance and securing the payment of
$4,400,000 Water Revenue Capital Loan Notes, Series
2019 bythe Cityof Dubuque, lowa underthe provisions of
Chapter 384 of the Code of lowa, providing for a method of
payment thereof, approving Loan and Disbursement
Agreement, and other related matters
SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt
Resolution(s)
ATTACHMENTS:
Description Type
MVM Memo City Manager Memo
Staff Memo Staff Memo
Authorizing Resolution Resolutions
Loan and DisbursementAgreement Resolutions
Tax E�mption Certificate Resolutions
Bond Counsel Letter City Manager Memo
Dubuque
THE CITY OF �
All•America City
UB E ��o�����,.�,��
� � ��►
Maste iece on the Mississi i 2°°'*2°12�z°13
�`P pp zoi�*zoi9
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Proceedings to Complete Action on Issuance of $4,400,000 Water
Revenue Capital Loan Notes (State Revolving Fund Loan), Series 2019,
Roosevelt Water Tower and Eagle Point Park Treatment Plant and Water
Distribution Improvements
DATE: July 8, 2019
Director of Finance and Budget Jennifer Larson is recommending City Council approval
of the suggested proceedings to complete action required on the $4,400,000 Water
Revenue Capital Loan Notes prepared by Bond Counsel and to present a resolution for
City Council to adopt entitled "Resolution Authorizing and Providing for the Issuance
and Securing the Payment of $4,400,000 Water Revenue Capital Loan Notes, Series
2019 by the City of Dubuque, lowa Under the Provisions of Chapter 384 of the Code of
lowa, Proving for a Method of Payment Thereof, Approving Loan and Disbursement
Agreement, and Other Related Matters."
The total estimated State Revolving Fund Loan for the $5,272,672 Roosevelt Water
Tower Project is $4,400,000. The State Revolving Capital Loan Notes will carry an
annual 1.75% interest rate for 20 years, with an annual servicing fee of 0.25%. There is
also a onetime 0.5% upfront loan origination fee.
On March 25, 2019, The City Council awarded two construction contracts for the Water
Distribution System Pressure Zone 2 Improvements: Roosevelt Street 1.25 MG
Elevated Water Tower Project. Contract A was awarded to CB&I, LLC in the amount of
$2,928,600. Contract A includes the Roosevelt Street Water Tower and Water
Distribution Improvements.
Contract B was awarded to Portzen Construction in the amount of$986,620. Contract B
includes the Eagle Point Park Treatment Plant and Water Distribution Improvements.
The extent of the work consists of the construction of four pressure control stations.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
.
�►
Michael C. Van Milligen
MCVM/jml
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Teri Goodmann, Assistant City Manager
Jennifer Larson, Finance and Budget Director
Denise Blakeley-Ihrig, Water Department Manager
2
Dubuque
THE CITY OF �
All•America City
UB E ��o�����,.�,��
� � ��►
Maste iece on the Mississi i 2°°'*2°12�z°13
�`P pp zoi�*zoi9
TO: Michael C. Van Milligen, City Manger
FROM: Jennifer Larson, Director of Finance and Budget
SUBJECT: Proceedings to Complete Action on Issuance of$4,400,000 Water Revenue
Capital Loan Notes (State Revolving Fund Loan), Series 2019, Roosevelt
Water Tower and Eagle Point Park Treatment Plant and Water Distribution
Improvements
DATE: July 8, 2019
INTRODUCTION:
The purpose of this memorandum is to summarize suggested proceedings to complete
action required on the $4,400,000 Water Revenue Capital Loan Note (State Revolving
Fund Loan). The proceeds of which will be used to fund the construction of the Roosevelt
Water Tower project. A letter from attorney Kristin Cooper detailing information on the loan
is enclosed.
DISCUSSION
In August 2017, the City issued a $475,000 SRF Planning and Design Loan for the
Roosevelt Water Tower project. The planning and design loan had a 0% interest rate and
no initiation or servicing fees. The $475,000 will be rolled into the SRF Construction Loan
and is included in the issuance of not to exceed $4,400,000 Water Revenue Capital Loan
Notes State Revolving Funds.
The design was completed by IIW and in June 2018, a preliminary engineering report
(PER) was submitted to the lowa DNR for review and approval of a 1.25MG elevated
storage tower, pressure reducing stations, water main improvements, and water treatment
plant pump improvements.
On January 17, 2019 the lowa DNR issued approval of the PER submitted in June 2018.
The notice approved lowa SRF funding in support of a 1.OMG elevated storage tower and
not the recommended 1.25MG elevated storage tower. However, in reviewing the original
PER there are clear benefits to the tower being sized at 1.25MG.
The distribution system analysis focused on site selection, tower sizing, overflow elevation,
and fire suppression needs. The Roosevelt Street location in Zone 2 was selected due its
proximity to two 12-inch diameter mains, land and site access availability, the overall site
elevation, and its proximity to drainage facilities in the event of an overflow and drainage
associated with tank maintenance. Sizing of the tower has varied between 750,000 gallons
and 1 .25 million gallons. Sizing the tower at 1 .25 million gallons would replace the
functionally obsolete 0.5 million-gallon Eagle Point Park Elevated Tower and the Stafford
Street booster pump station and provide maximum fire flows and normal usage during a
major fire and accommodation of service area expansion.
In addition, Zone 2 could be connected to Olympic Heights subdivision (Zone 5) and the
Olympic Heights booster pump station could be taken out of service reducing energy,
operation and maintenance costs and a pressure zone. The Olympic Heights pump station
is required to run 24 hours per day to provide daily usage.
If Zones 2 and 3 are to be combined, water fed from the north with a 1 .25-million-gallon
tank would improve flow rates and reliability into Zone 3. The overflow elevation of the
proposed Roosevelt Tower has been set to match the overflow elevations of Zone 3
storage facilities, including College Street tower. When a connection between Zone 2 and
Zone 3 is established, the overflow elevations would require analysis of not only Zones 2
and 3, but also Zone 1 located east of the bluff and served by the West 3rd Street in
ground reservoir and Park Hill Standpipe.
As Zone 1 and Zone 2 could both provide water supply and pressure to Zone 3, an
analysis of how these zones can work together will enable to the City to make effective
and economical water storage improvements in the future. Such storage improvements
would be scheduling of water storage tank coating maintenance and eliminating water
storage deficiencies present in Zone 3. The DNR regulations require water storage must
be equal to the average daily use and/or the recommended fire protection volume. While
excess storage is discouraged due to water quality issues that may arise, insufficient
storage is equally as important.
The lowa DNR supports and is in general agreement with the concepts in the PER
including the connection of Zone 2 to Zone 3 allowing for the proposed water tower to be
common to the demands of both zones.
On March 25, 2019, The City Council awarded two construction contracts for the Water
Distribution System Pressure Zone 2 Improvements: Roosevelt Street 1 .25 MG Elevated
Water Tower Project.
Contract A was awarded to CB&I, LLC of Plainfield, Illinois in the amount of $2,928,600.
Contract A includes the Roosevelt Street Water Tower and Water Distribution
Improvements. The extent of the work consists of the construction of a 1 .25 MG water
tower and associated water main installation. The project also includes various work
associated with the site improvements including earthwork, storm sewer, sanitary sewer
service, clearing and grubbing, PCC pavement, seeding, and erosion control. Traffic
control is included in the project to maintain a safe work site for both the contractor and the
public.
Contract B was awarded to Portzen Construction of Dubuque, lowa in the amount of
$986,620. Contract B includes the Eagle Point Park Treatment Plant and Water
Distribution Improvements. The extent of the work consists of the construction of four
pressure control stations. Two of the stations will be cast-in-place, 10-fott by 14-foot 3-inch
structures, and two of the stations will be 6-foot diameter precast manhole structures. The
stations will include control valves and process piping. The construction of the pressure
control stations will include surface restoration including PCC And HMA pavement
patching and associated traffic control. Also included in the project is process piping
modifications and pump replacement at the Eagle Point Pumping Facility for pumps #6
and #7 which involves controls and electrical improvements.
BUDGETIMPACT
The State Revolving Loan program along with Water Department cost savings are
available to fund the Roosevelt Street tower project.
� - � - � . � � - �
Le al Loan SRF •$25,000
Easements Easements SRF $4,000
Construction 1 .00 MG Tower SRF $2,285,000
Construction Tower Site SRF $315,000
Construction Distribution S stem SRF $699,000
Construction Treatment Plant SRF $260,000
En ineerin Ins ection SRF $180,000
En ineerin Desi n SRF $475,000
Contin enc Contin enc SRF $133,630
Loan Initiation Loan Fee SRF $23,370
Total SRF $4,400,000
� - � - � . � � - �
Construction 0.25MG Tower Water Fund $300,000
Construction Residential PRV Water Fund $67,000
En ineerin Ins ection Water Fund $101 ,500
Easements Easements Water Fund $38,432
Contin enc Contin enc Water Fund $320,740
Total Water $872,672
Total cost of the project is estimated to be $5,272,672. Contract B is estimated to be
completed by November 1 , 2019 and Contract A is estimated to be completed by
November 1 , 2010.
The State Revolving Capital Loan Notes will carry an annual 1 .75°k interest rate for 20
years, with an annual servicing fee of 0.25°k. There is also a onetime 0.5°k upfront loan
origination fee.
ACTION TO BE TAKEN
I respectfully recommend the adoption of the enclosed series resolution authorizing and
providing for the issuance and securing the payment of $4,400,000 Water Revenue
Capital Loan Notes, Series 2019 by the City of Dubuque, lowa under the provisions of
Chapter 384 of the Code of lowa, providing for a method of payment, approving the Loan
and Disbursement Agreement, and other related matters. This is the final City Council
action required on the Water Revenue Capital Loan Notes.
Attachments
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Denise Blakeley-Ihrig, Water Department Manager
ITEMS TO INCLUDE ON AGENDA
CITY OF DUBUQUE, IOWA
$4,400,000 Water Revenue Capital Loan Notes, Series 2019
• Approve forms of Tax Exemption Certificate and Loan and Disbursement
Agreement.
• Series Resolution authorizing and providing for the issuance and securing the
payment of $4,400,000 Water Revenue Capital Loan Notes, Series 2019 by the
City of Dubuque, Iowa under the provisions of Chapter 384 of the Code of Iowa,
providing for a method of payment thereof, approving Loan and Disbursement
Agreement, and other related matters
NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE
CHAPTER 21 AND THE LOCAL RULES OF THE CITY.
July 15, 2019
The City Council of Dubuque, Iowa, met in regular session, in the Historic Federal
Building, 350 West 6th Street, Dubuque, Iowa, at 6:00 o'clock P.M., on the above date. There
were present Mayor Roy D. Buol in the chair, and the following named Council Members:
Luis Del Toro, Ric Jones, Kate Larson, David Resnick,
Jake Rios, Brett Shaw
Absent:
* * * * * * * * * *
2
Council Member Resnick moved that the forms of Tax Exemption Certificate and Loan
and Disbursement Agreement be placed on file and approved. Council Member Del Toro
seconded the motion and the roll being called thereon, the vote was as follows:
AYES: Larson, Shaw, Rios, Jones, Buol, Del Toro, Resnick
NAYS:
Council Member Resnick introduced the following Resolution entitled "SERIES
RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING
THE PAYMENT OF $4,400,000 WATER REVENUE CAPITAL LOAN NOTES, SERIES
2019, BY THE CITY OF DUBUQUE, IOWA UNDER THE PROVISIONS OF CHAPTER 384
OF THE CODE OF IOWA, PROVIDING FOR A METHOD OF PAYMENT THEREOF,
APPROVING LOAN AND DISBURSEMENT AGREEMENT, AND OTHER RELATED
MATTERS", and moved its adoption. Council Member Del Toro seconded the motion to adopt.
The roll was called and the vote was:
AYES: Larson, Shaw, Rios, Jones, Buol, Del Toro, Resnick
NAYS:
Whereupon the Mayor declared the following Resolution duly adopted:
3
RESOLUTION NO. 258-19
SERIES RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE
AND SECURING THE PAYMENT OF $4,400,000 WATER REVENUE CAPITAL
LOAN NOTES, SERIES 2019 BY THE CITY OF DUBUQUE, IOWA UNDER THE
PROVISIONS OF CHAPTER 384 OF THE CODE OF IOWA, PROVIDING FOR A
METHOD OF PAYMENT THEREOF, APPROVING LOAN AND DISBURSEMENT
AGREEMENT, AND OTHER RELATED MATTERS
WHEREAS, the City Council of the City of Dubuque, Iowa (the "City") has heretofore
established charges, rates and rentals for services which are and will continue to be collected as
system revenues of the Municipal Water Utility System, and said revenues are available for the
payment of water revenue bonds or notes, subject to the following premises; and
WHEREAS, by Resolution No. 379-08 passed and approved on October 20, 2008 (the
"Master Resolution"), the City Council heretofore has authorized the issuance of $1,195,000
Water Revenue Capital Loan Notes, Series 2008D, for the purpose of financing the construction
of the Series 2008D Project described therein, and to pay related costs of issuance; and
WHEREAS, Issuer proposes to issue its Water Revenue Capital Loan Notes, Series 2019,
to the extent of $4,400,000, for the purpose of defraying the costs of the Series 2019 Projects as
set forth in Section 1 of this Resolution; and, it is deemed necessary and advisable and in the best
interests of the City that a form of Loan and Disbursement Agreement by and between the City
and the Iowa Finance Authority, be approved and authorized; and
WHEREAS, notice of the intention of the City Council to take action for the issuance of
not to exceed $4,400,000 Water Revenue Capital Loan Notes has heretofore been duly published
and no objections to such proposed action have been filed, and the City therefore deems it
desirable to enter into a Loan and Disbursement Agreement and issue the Notes; and
WHEREAS, Section 8.3 of the Master Resolution authorizes the issuance of additional
Senior Bonds, including Senior SRF Bonds, by the City from time to time, if all of the conditions
set forth therein are satisfied; and
WHEREAS, the Council has determined to issue additional Senior SRF Bonds, and has .
determined that, upon passage of this Series Resolution and receipt of the reports described in
Section 8.3 of the Master Resolution, all of the requirements of Article VIII of the Master
Resolution with respect to the issuance of additional Senior SRF Bonds will have been satisfied.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IN THE COUNTY OF DUBUQUE, STATE OF IOWA:
4
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. Except as otherwise provided below in this Article I, all words
and terms defined in Article I of the Master Resolution shall have the same meanings in this
Series Resolution as such defined words and terms are given in Article I of the Master
Resolution. In addition, the following terms shall have the following meanings in this Series
Resolution unless the text expressly or by necessary implication requires otherwise:
"Agreement" shall mean Loan and Disbursement Agreement dated as of the
Closing between the City and the Original Purchaser relating to the Loan made to the
City under the Program.
"City" or "Issuer" shall mean the City of Dubuque, Iowa.
"Closing" shall mean the date of execution of the Agreement and delivery of the
Series 2019 Notes to the Original Purchaser and the funding of the Loan.
"Loan" shall mean the total principal amount allocated by the Original Purchaser
to the City under the Program, equal in amount to the aggregate principal amount of the
Series 2019 Notes.
"Master Resolution" means the City Council Resolution No. 379-08, passed and
approved on October 20, 2008, entitled "Master Resolution relating to the issuance of
Water Revenue Bonds by the City of Dubuque, Iowa under the provisions of Chapter 384
of the Code of Iowa, authorizing and providing for the issuance and securing the payment
of S1,195,000 Water Revenue Bonds, Series 2008D, providing for a method of payment
thereof, funding a Debt Service Reserve Fund, and related matters," as the same may be
amended from time to time.
"Original Purchaser" means the Iowa Finance Authority, as the purchaser of the
Series 2019 Notes from the City at the time of their original issuance.
"Program" shall mean the Iowa Drinking Water Works Financing Program
administered by the Original Purchaser.
"Series 2019 Notes" means the $4,400,000 Water Revenue Capital Loan Notes,
Series 2019, dated the date of delivery, authorized to be issued pursuant to this Series
Resolution.
"Series 2019 Costs of Issuance Account" means the account by that name
within the Project Fund established in Section 5.1 of the Master Resolution.
"Series 2019 Projects" shall mean the Projects being financed with the proceeds
of the Series 2019 Notes, consisting of costs of acquisition, construction, reconstruction,
extending, remodeling, improving, repairing and equipping all or part of the Municipal
5
Water System, including those costs associated with the Roosevelt Street water tower and
water distribution improvements project and the Eagle Point water treatment plant and
water distribution improvements project; and refunding the Water Revenue Capital Loan
Notes Anticipation Project Note, Series 2017, dated September 22, 2017, as described
generally in the Agreement and more particularly in the plans and specifications on file
from time to time with the City Clerk.
"Series 2019 Projects Account" means the account by that name within the
Project Fund established in Section 5.1 of the Master Resolution.
"Series 2019 Rebate Account" means the account by that name within the
Rebate Fund established in Section 6.10 of the Master Resolution.
"Series Resolution" means this Resolution of the Council.
"Tax Exemption Certificate" means the Tax Exemption Certificate executed by
the Treasurer and delivered at the time of issuance and delivery of the Series 2019 Notes.
"Yield Restricted" shall mean required to be invested at a yield that is not
materially higher than the yield on the Notes under Section 148(a) of the Internal
Revenue Code or regulations issued thereunder.
ARTICLE II
THE SERIES 2019 Notes
Section 2.1. Series 2019 Notes - Authorization and Purpose. Pursuant to the
provisions of the Master Resolution and in particular Section 8.3 thereof, there are hereby
authorized to be issued, negotiable, serial, fully registered Water Revenue Capital Loan Notes,
Series 2019, in the aggregate principal amount of $4,400,000, dated the date of delivery, for the
purpose of constructing the Series 2019 Projects and paying Project Costs relating thereto, and to
pay related Costs of Issuance. The Series 2019 Notes shall be issued as Senior SRF Bonds under
the terms of the Master Resolution, shall be designated "CITY OF DUBUQUE, IOWA, WATER
REVENUE CAPITAL LOAN NOTES, SERIES 2019", and bear interest from the date hereof,
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 rate hereinafter provided. The Council, pursuant to Sections 384.24A and 384.83
of the Code of Iowa, hereby finds and determines that it is necessary and advisable to issue said
Series 2019 Notes authorized by the Agreement and this Series Resolution.
The Series 2019 Notes and the Registrar's Certificate of Authentication shall be in
substantially the form set forth in Exhibit A attached hereto, with such variations, omissions,
substitutions and insertions as are required or permitted by this Series Resolution.
The Series 2019 Notes shall be executed by the manual or facsimile signature of the
Mayor and attested by the manual or facsimile signature of the City Clerk of the Council, and
shall be fully registered as to both principal and interest as provided in this Series Resolution;
6
principal, interest and premium, if any shall be payable at the office of the Paying Agent by
mailing of a check, wire transfer or automated clearing house system transfer to the registered
owner of the Bond.
The Series 2019 Notes shall be dated the date of delivery, and bear interest at the rate of
1.75% per annum from the date of each advancement made under the Agreement, until payment
thereof, at the office of the Paying Agent, said interest payable on December 1, 2019, and semi-
annually thereafter on the 1st day of June and December in each year until maturity as set forth
on the debt service schedules attached to the Agreement as Exhibit A and incorporated herein by
this reference. As set forth on said debt service schedules, principal shall be payable on June 1,
2021 and annually thereafter on the 1st day of June in the amounts set forth therein until
principal and interest are fully paid, except that the final installment of the entire balance of
principal and interest, if not sooner paid, shall become due and payable on June 1, 2040.
Notwithstanding the foregoing or any other provision hereof, principal and interest shall be
payable as shown on said debt service schedules until completion of the Series 2019 Project, at
which time the final debt service schedules shall be determined based upon actual advancements,
final costs and completion of the Series 2019 Project, all as provided in the administrative rules
governing the Program. Payment of principal and interest on the Series 2019 Notes shall at all
times conform to said debt service sand the rules of the Program.
In addition to the payment of principal of and interest on the Series 2019 Notes, the City
also agrees to pay the Initiation Fee and the Servicing Fee as defined and in accordance with the
terms of the Agreement.
Section 2.2. Issuance of Series 2019 Notes in Certificated Form. The Series 2019
Notes shall be issued as bonds in Authorized Denominations and may, at the request of the
Original Purchaser, be issued in the denomination of $1,000 or multiples thereof as a single Note
in the denomination of $4,400,000 and numbered R-1.
Section 2.3. Appointment of Registrar. The Treasurer is hereby appointed as Registrar
for the Series 2019 Notes under the terms of this Series Resolution.
Section 2.4. Execution, Authentication and Delivery of the Series 2019 Notes. Upon
the adoption of this Resolution, the Mayor and City Clerk shall execute and deliver the Series
2019 Notes to the Registrar, who shall authenticate the same and deliver the same to or upon
order of the Original Purchaser. No such Series 2019 Note shall be valid or obligatory for any
purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly
endorse and execute on such Series 2019 Note a Certificate of Authentication substantially in the
form of the Certificate herein set forth. Such Certificate upon any such Series 2019 Note
executed on behalf of the Issuer shall be conclusive evidence that the Series 2019 Note so
authenticated has been duly issued under this Series Resolution and that the holder thereof is
entitled to the benefits of this Series Resolution.
7
ARTICLE III
REDEMPTION OF BONDS
Section 3.1. Optional Redemption. The Series 2019 Notes are subject to optional
redemption at a price of par plus accrued interest (i) on any date upon receipt of written consent
of the Original Purchaser or (ii) in the event that all or substantially all of the Series 2019
Projects are damaged or destroyed. Any optional redemption of the Series 2019 Notes may be
made from any funds regardless of source, in whole or from time to time in part, in inverse order
of maturity, by giving not less than thirty (30) days notice of redemption by certified or
registered mail to the Original Purchaser (or any other registered owner of the Series 2019
Notes). The terms of redemption shall be par, plus accrued interest to date of call. The Series
2019 Notes are also subject to mandatory redemption as set forth in Section 5 of the Agreement.
ARTICLE IV
DELIVERY AND APPLICATION OF PROCEEDS
Section 4.1. Application of Series 2019 Note Proceeds. The Series 2019 Notes shall be
delivered as provided in Sections 6.1 and 6.2 and the proceeds thereof shall be applied as
follows:
(i)
An amount sufficient to pay the Costs of Issuance of the Series 2019 Notes shall
be deposited into the Series 2019 Costs of Issuance Account.
(ii) The balance of proceeds shall be deposited into the Series 2019 Projects Account
of the Project Fund and applied thereafter to pay Project Costs of the Series 2019
Proj ects.
Section 4.2. No Adjustment to Debt Service Reserve Requirement. The Series 2019
Notes shall be issued as Senior SRF Bonds under the Master Resolution, and shall not be secured
by or payable from amounts held in the Debt Service Reserve Fund established in the Master
Resolution. Upon issuance of the Series 2019 Notes, the amount to be accumulated and
maintained in the Debt Service Reserve Fund shall not be increased, but shall continue to remain
equal to 100% of the Debt Service Reserve Requirement computed on a basis which includes all
Senior Bonds which will be Outstanding immediately after issuance of the Series 2019 Notes and
which are not Senior SRF Bonds.
ARTICLE V
TAX PROVISIONS
Section 5.1. Disposition of Bond Proceeds; Arbitrage Not Permitted. The City
reasonably expects and covenants that no use will be made of the proceeds from the issuance and
sale of the Series 2019 Notes issued hereunder which will cause any of the Series 2019 Notes to
be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Code, and
that throughout the term of said Series 2019 Notes it will comply with the requirements of said
statute and regulations issued thereunder.
8
To the best knowledge and belief of the City, 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 Series 2019 Notes will be used in a manner that would cause such bonds to
be arbitrage bonds. Without limiting the generality of the foregoing, the City 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 Series Resolution.
The Treasurer is hereby directed to make and insert all calculations and determinations necessary
to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax
Exemption Certificate at issuance of the Series 2019 Notes to certify as to the reasonable
expectations and covenants of the City at that date.
The City covenants that it will treat as Yield Restricted any proceeds of the Series 2019
Notes remaining unexpended after three years from the issuance and any other funds required by
the Tax Exemption Certificate to be so treated. If any investments are held with respect to the
Series 2019 Notes, the City shall treat the same for the purpose of restricted yield as held in
proportion to the original principal amounts of each issue.
The City covenants that it will exceed any investment yield restriction provided in this
Series Resolution only in the event that it shall first obtain an opinion of bond counsel that the
proposed investment action will not cause the Series 2019 Notes to be classified as arbitrage
bonds under Section 148(a) and (b) of the Code.
The City covenants that it will proceed with due diligence to spend the proceeds of the
Series 2019 Notes for the purpose set forth in this Series Resolution. The City further covenants
that it will make no change in the use of the proceeds available for the construction of facilities
or change in the use of any portion of the facilities constructed therefrom by persons other than
the City or the general public unless it has obtained an opinion of bond counsel or a revenue
ruling that the proposed project or use will not be of such character as to cause interest on any of
the Series 2019 Notes not to be exempt from federal income taxes in the hands of holders under
the provisions of the Code.
Section 5.2. Additional Covenants, Representations and Warranties of the City.
The City certifies and covenants with the purchasers and holders of the Series 2019 Notes from
time to time outstanding that the City 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 City and the owners
of the Series 2019 Notes; (c) consult with bond counsel (as defined in the Tax Exemption
Certificate); (d) pay to the United States, as necessary, such sums of money representing required
rebates of excess arbitrage profits relating to the Series 2019 Notes; (e) file such forms,
statements and supporting documents as may be required and in a timely manner; and (f) if
deemed necessary or advisable by its.officers, to employ and pay fiscal agents, financial
advisors, attorneys and other persons to assist the City in such compliance.
9
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1. Delivery of Series 2019 Notes. The City shall deliver the executed
Agreement and the Series 2019 Notes to the Original Purchaser at the price of par on the date of
Closing. Delivery of the executed Agreement and the Series 2019 Notes shall be made to the
Original Purchaser as soon as practicable after the effective date of this Series Resolution.
Section 6.2. Approval of Agreement. The Agreement in substantially the form
presented at this meeting of the Council are hereby authorized and approved, and the Mayor and
City Clerk are authorized to execute and deliver the Agreement, with such changes therein as
such officials deem appropriate, for and on behalf of the City, such officers' signatures thereon
being conclusive evidence of such officials' and the City's approval thereof.
Section 6.3. General Authorization. From and after the date of adoption of this Series
Resolution, the officers, employees and agents of the City are hereby authorized to do all such
acts and things and to execute and deliver any and all other documents, agreements, certificates
and instruments relating to the Series 2019 Notes, the investment of the proceeds thereof and the
other transactions contemplated on the part of the City by this Series Resolution, including, but
not limited to, the Tax Exemption Certificate referred to in Section 5.1 hereof.
Section 6.4. Construction. Except to the extent set forth herein, all of the applicable
terms, conditions and provisions of the Master Resolution shall be deemed and construed to
apply to the Series 2019 Notes and are hereby incorporated by reference and made a part hereof
to the same extent as if fully set forth herein. Except as may otherwise be provided herein, the
Master Resolution shall remain in full force and effect.
Section 6.5. Severability. If any section, paragraph, or provision of this Series
Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the remaining
provisions.
Section 6.6. Repeal of Conflicting Ordinances or Resolutions and Effective Date.
All other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of
this Series Resolution are, to the extent of such conflict, hereby repealed; and this Series
Resolution shall be in effect from and after its adoption.
- 10 -
PASSED AND APPROVED this 15th day of July, 2019.
ATTEST:
- 11 -
CERTIFICATE
STATE OF IOWA
) SS
COUNTY OF DUBUQUE )
I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a true
and complete copy of the portion of the corporate records of said Municipality showing
proceedings of the Council, and the same is a true and complete copy of the action taken by said
Council with respect to said matter at the meeting held on the date indicated in the attachment,
which proceedings remain in full force and effect, and have not been amended or rescinded in
any way; that meeting and all action thereat was duly and publicly held in accordance with a
notice of meeting and tentative agenda, a copy of which was timely served on each member of
the Council and posted on a bulletin board or other prominent place easily accessible to the
public and clearly designated for that purpose at the principal office of the Council (a copy of the
face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the
provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media
at least twenty-four hours prior to the commencement of the meeting as required by said law and
with members of the public present in attendance; I further certify that the individuals named
therein were on the date thereof duly and lawfully possessed of their respective city offices as
indicated therein, that no Council vacancy existed except as may be stated in said proceedings,
and that no controversy or litigation is pending, prayed or threatened involving the incorporation,
organization, existence or boundaries of the City or the right of the individuals named therein as
officers to their respective positions.
WI ESS my hand and the seal of said Municipality hereto affixed this
, 2019.
SEAL
City Cler ; 1 ubuque, Iowa
- 12 -
day of
EXHIBIT A
REGISTERED REGISTERED
Certificate No. R-1 Principal Amount $4,400,000
Interest Rate
1.750%
UNITED STATES OF AMERICA
STATE OF IOWA
COUNTY OF DUBUQUE
CITY OF DUBUQUE
WATER REVENUE CAPITAL LOAN NOTE
SERIES 2019
Final Maturity Date
June 1, 2040
Note Date
August 9, 2019
The City of Dubuque, Iowa, a municipal corporation organized and existing under and by
virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to
pay from the source and as hereinafter provided, to
IOWA FINANCE AUTHORITY
or registered assigns, the principal sum of FOUR MILLION FOUR HUNDRED THOUSAND
DOLLARS in lawful money of the United States of America, on the maturity dates and in the
principal amounts set forth on the Debt Service Schedule attached hereto and incorporated herein by
this reference, with interest on said sum from the date of each advancement made under a certain
Loan and Disbursement Agreement dated as of the date hereof until paid at the rate of 1.75% per
annum, payable on December 1, 2019, and semi-annually thereafter on the 1st day of June and
December in each year. As set forth on said Debt Service Schedule, principal shall be payable on
June 1, 2021 and annually thereafter on the first day of June in the amounts set forth therein until
principal and interest are fully paid, except that the final installment of the entire balance of principal
and interest, if not sooner paid, shall become due and payable on June 1, 2040. Notwithstanding the
foregoing or any other provision hereof, principal and interest shall be payable as shown on said Debt
Service Schedule until completion of the Project, at which time the final Debt Service Schedule shall
be determined and attached hereto based upon actual advancements, final costs and completion of the
Project, all as provided in the administrative rules governing the Iowa Drinking Water Facilities
Financing Program. Payment of principal and interest of this Note shall at all times conform to said
Debt Service Schedule and the rules of the Drinking Water State Revolving Fund Program.
Interest and principal shall be paid to the registered holder of the Note as shown on the
records of ownership maintained by the Registrar as of the 15th day of the month next preceding
such interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 -
day months.
This Note is issued pursuant to the provisions of Sections 384.24A and 384.83 of the Code of
Iowa, for the purpose of paying costs of acquisition, construction, reconstruction, extending,
remodeling, improving, repairing and equipping all or part of the Municipal Water System, including
those costs associated with the Roosevelt Street water tower and water distribution improvements
- 13 -
project and the Eagle Point water treatment plant and water distribution improvements project; and
refunding the Water Revenue Capital Loan Notes Anticipation Project Note, Series 2017, dated
September 22, 2017, and evidences amounts payable under a certain Loan and Disbursement
Agreement dated as of the date hereof, in conformity to a Master Resolution of the City Council of
said City duly passed and approved on October 20, 2008 (the "Master Resolution") and a Series
Resolution of the City Council of said City duly passed and approved on July 15, 2019 (the "Series
Resolution"). For a complete statement of the revenues and funds from which and the conditions
under which this Note is payable, a statement of the conditions under which additional series notes or
bonds of equal standing may be issued, and the general covenants and provisions pursuant to which
this Note is issued, reference is made to the above-described Loan and Disbursement Agreement, the
Master Resolution and the Series Resolution.
This Note is one of the Series 2019 Notes authorized for issuance in the Series Resolution.
Capitalized terms not defined herein shall have the meanings given to them in the Series Resolution
or Master Resolution.
This Note is subject to optional redemption at a price of par plus accrued interest (i) on any
date upon receipt of written consent of the Iowa Finance Authority or (ii) in the event that all or
substantially all of the Project is damaged or destroyed. Any optional redemption of this Note may
be made from any funds regardless of source, in whole or from time to time in part, in inverse order
of maturity, by lot by giving thirty (30) days' notice of redemption by certified or registered mail, to
the Iowa Finance Authority (or any other registered owner of the Note). This Note is also subject to
mandatory redemption as set forth in Section 5 of the Agreement.
Ownership of this Note may be transferred only by transfer upon the books kept for such
purpose by the Director of Finance and Budget/City Treasurer, City of Dubuque, Iowa the Registrar.
Such transfer on the books shall occur only upon presentation and surrender of this Note at the office
of the Registrar, together with an assignment duly executed by the owner hereof or his duly
authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to
substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered
Noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Unifotni
Commercial Code and subject to the provisions for registration and transfer contained in the Note
Resolution.
This Note and the series of which it forms a part, other obligations ranking on a parity
therewith, and any additional obligations which may be hereafter issued and outstanding from time to
time on a parity with said Notes as Senior Bonds under the Master Resolution, are payable from and
secured by a pledge of the Net Revenues of the municipal water utility (the "System"), as defined and
provided in the Master Resolution. There has heretofore been established and the City covenants and
agrees that it will maintain just and equitable rates or charges for the use of and service rendered by
said System in each year for the payment of the proper and reasonable expenses of operation and
maintenance of said System and for the establishment of a sufficient sinking fund to meet the
principal of and interest on this series of Notes, and other obligations ranking on a parity therewith,
as the same become due. This Note is not payable in any manner by taxation and under no
circumstances shall the City be in any manner liable by reason of the failure of said Net Revenues to
be sufficient for the payment hereof.
- 14 -
The Issuer has covenanted and hereby covenants and agrees at all times while any Senior
Bonds are Outstanding and unpaid to budget for and collect amounts in respect of the use of the
System fully sufficient at all times to: (i) provide for 100% of the budgeted Operation and
Maintenance Expenses of the System and (ii) produce Net Revenues in each Fiscal Year which will:
(a) equal at least 110% of the Debt Service Requirement on all Senior Bonds then Outstanding for
the year of computation, (b) enable the Issuer to make all required payments, if any, into the Debt
Service Reserve Fund and the Rebate Fund, (c) enable the Issuer to accumulate an amount which, in
the judgment of the Council, is adequate to meet the costs of major renewals, replacements, repairs,
additions, betterments and improvements to the System, necessary to keep the same in good
operating condition or as is required by any governmental agency having jurisdiction over the
System, and (d) remedy all deficiencies in required payments into any of the funds and accounts
established under the Master Resolution from prior Fiscal Years.
The Master Resolution contains a more particular statement of the covenants and provisions
securing the Senior Bonds, the conditions under which the owner of this Note may enforce covenants
(other than the covenant to pay Principal of and interest on this Note when due from the sources
provided, the right to enforce which is unconditional), the conditions upon which additional Senior
Bonds may be issued on a parity or achieve parity status with this Note under the Master Resolution,
and the conditions upon which the Master Resolution may be amended with the consent of the
owners of not less than two-thirds in aggregate Principal amount of the Bonds Outstanding or the
issuer of any Credit Facility, if any, of such Bonds. Upon the occurrence of an Event of Default
under the Master Resolution, the owner of this Note shall be entitled to the remedies provided by the
Master 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 Note, have been existent, had, done and performed as
required by law.
IN TESTIMONY WHEREOF, said City by its City Council has caused this Note to be
signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile
signature of its City Clerk, with the seal of said City impressed hereon, and authenticated by the
manual or facsimile signature of an authorized representative of the Registrar, the City Treasurer of
the City of Dubuque, Iowa, all as of the day of , 2019.
- 15 -
Date of authentication: CITY OF DUBUQUE, STATE OF IOWA
This is one of the Notes described in the within
mentioned Resolution, as registered by the City By:
Treasurer Mayor
CITY TREASURER, Registrar
ATTEST:
By:
Authorized Signature
By:
City Clerk
(SEAL)
Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. ) the within
Note and does hereby irrevocably constitute and appoint attorney in fact
to transfer the said Note on the books kept for registration of the within Note, with full power of
substitution in the premises.
Dated:
(Person(s) executing this Assignment sign(s) here)
SIGNATURE )
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 Note(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 Note is to be registered in the names of multiple individual owners, the names of all such owners
and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Note, shall be
construed as though written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MIN ACT - Custodian
(Cult) (Minor)
Under Iowa Unifoinl Transfers to Minors Act
(State)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST
01605185-1\10422-197
- 17-
Loan summary
Loan Closing Date
Final Disbursement Date
Final Maturity Date
Loan Period in Years
Total Loaned Amount $
0.5%Initiation Fee
Net Proceeds to Borrower
Annual Interest Rate
Total Interest
Servicing Fee Rate
Total Servicing Fees
Total Loan Costs
Estimated Amortization Schedule
City of Dubuque
Water Revenue Bond
FS-31-19-DWSRF-014
Aug 9, 2019
Nov 20, 2020
Jun 1, 2040
20
4,400,000.00
22,000.00
$ 4,378,000.00
1.75%
$ 878,081.77
0.25%
$ 125,440.26
$ 1,025,522.03
Estimated Draw Schedule
Aug 9, 2019
Aug 9,2019
Aug 9,2019
Sep 27, 2019
Nov 15, 2019
Jan 3, 2020
Feb 21,2020
Apr 10, 2020
May 29, 2020
Jul 17, 2020
Sep 4,2020
Oct 23, 2020
Nov 20, 2020
Initiation Fee -
P & D Payoff -
Estimated Draw #1 -
Estimated Draw #2 -
Estimated Draw #3 -
Estimated Draw #4 -
Estimated Draw #5 -
Estimated Draw #6 -
Estimated Draw #7 -
Estimated Draw #8 -
Estimated Draw #9 -
Estimated Draw #10 -
Held for Final Docs -
Total Loaned Amount
22,000.00
444,162.62
375,583.74
375,583.74
SRF
STATE
REVCIL1/ING U9F
375,583.74
375,583.74
375,583.74
375,583.74
375,583.74
375,583.74
375,583,74
375,583.74
178,000.00
4,400,000.00
Payment Beginning
Date Balance
Principal
Servicing Total Loan Total Annual Debt
Interest Fee
Payment Service
Ending
Balance
Dec 1, 2019 1,217,330.10
Jun 1, 2020 2,719,665.05
Dec 1, 2020 4,222,000.00
Jun 1, 2021
Dec 1, 2021
Jun 1, 2022
Dec 1, 2022
Jun 1, 2023
Dec 1, 2023
Jun 1, 2024
Dec 1, 2024
Jun 1 2025
Dec 1, 2025
Jun 1, 2026
Dec 1, 2026
Jun 1, 2027
Dec 1, 2027
Jun 1, 2028
Dec 1, 2028
Jun 1, 2029
Dec 1, 2029
Jun 1, 2030
Dec 1, 2030
Jun 1, 2031
Dec 1, 2031
Jun 1, 2032
Dec 1, 2032
Jun 1, 2033
Dec 1, 2033
Jun 1, 2034
Dec 1, 2034
Jun 1, 2035
Dec 1, 2035
Jun 1, 2036
Dec 1, 2036
Jun 1, 2037
Dec 1, 2037
Jun 1, 2038
Dec 1, 2038
Jun 1, 2039
Dec 1, 2039
Jun 1, 2040
As of 6/25/2019
4,400,000.00
4,219,000.00
4,219,000.00
4,034,000.00
4,034,000.00
3,846,000.00
3,846,000.00
3,654,000.00
3,654,000.00
3,458,000.00
3,458,000.00
3,258,000.00
3,258,000.00
3,054,000.00
3,054,000.00
2,846,000.00
2,846,000.00
2,634,000.00
2,634,000.00
2,418,000.00
2,418,000.00
2,197, 000.00
2,197, 000.00
1,972,000.00
181,000.00
185,000.00
188,000.00
192,000.00
196,000.00
200,000.00
204,000.00
208,000.00
212,000.00
216,000 00
221,000.00
225,000.00
5,751.32
19, 689.12
31, 848.65
38,595.18
36,916.25
36,916.25
35,297.50
35,297.50
33,652.50
33,652.50
31, 972.50
31,972.50
30,257.50
821.62 6,572.94
2,812.73 22,501.85
4,549.81 36,398.46
5,513,60 225,108.78
5,273.75 42,190.00
5,273.75 227,190.00
5,042.50 40,340.00
5,042.50 228,340.00
4,807.50 38,460.00
4,807.50
4,567.50
4,567.50
4,322.50
230,460.00
36,540.00
232,540.00
34,580.00
30,257.50 4,322.50 234,580.00
28 507.50 4,072.50 32,580.00
28,507.50 4,072.50 236,580.00
26,722.50 3,817.50 30,540.00
26,722.50 , 3,817.50 238,540.00
24,902.50 3,557.50 28,460.00
24,902.50
23,047.50
23,047.50
21,157.50
21,157.50
19,223.75
19, 223.75
17,255.00
1,972,000.00 230,000.00 17,255.00
1,742,000.00 15, 242.50
1,742,000.00 234,000.00
1,508,000.00
1,508,000.00 239,000.00
1, 269, 000.00
1,269,000.00 244,000.00
1,025,000.00
1,025,000.00 249,000.00
--_.
776,000.00
776,000.00 253,000.00
523,000.00
523,000.00 259,000.00
264,000.00
264,000.00 264,000.00
15,242.50
13,195.00
13,195.00
11,103.75
11,103.75
8,968.75
8,968.75
6,790.00
6,790.00
4,576.25
4,576.25
2,310.00
2,310.00
3,557.50 240,460.00
3,292.50 26,340.00
3,292.50
3,022.50
3,022.50
2,746.25
2,746.25
2,465.00
2,465.00
2,177.50
2,177.50
1,885.00
242,340.00
24,180.00
245,180.00
21, 970.00
246,970.00
19,720.00
249,720.00
17,420.00
2.51,420.00
15,080.00
1,885,00 254,080.00
1,586.25 12, 690.00
1,586.25 256,690.00
1,281.25 10,250.00
1,281.25 259,250.00
970.00 7,760.00
970.00 260,760.00
653.75 5,230.00
653.75 264,230.00
330.00 2,640.00
330.00 266,640.00
29,074.79
261, 507.24
269,380.00
268,680.00
268,920.00
269,080.00
269,160.00
269,160.00
269,080.00
268,920.00
268 680.00
269,360.00
268 940.00
269,440.00
268,840.00
1,217,330.10
2,719, 665.05
4,222,000.00
4,219, 000.00
4,219,000 00
4,034,000.00
4, 034, 000.00
3, 846, 000.00
' 3,846,000.00
3,654,000.00
3,654 000.00
3,458,000.00
3,458,000.00
3,258,000.00
3,258 000.00
3,054,000.00
3,054,000.00
2,846,000.00
2,846 000.00
2,634,000.00
2, 634, 000.00
2,418,000.00
2,418,000.00
2,197, 000.00
2,197 000.00
1,972 000 00
1,972 000 00
1,742,000.00
1,742,000.00
1,508, 000.00
1,508,000.00
269,160.00 1,269,000.00
1,269,000.00
269,380.00 1, 025; 000.00
1,025,000.00
269,500.00 776,000.00
776,000.00
268,520.00 523,000.00
523 000.00
269,460.00 264,000.00
264,000.00
269,280.00 0.00
INVESTING IN IOWA'S WATER
www.iowasrf.com
LOAN AND DISBURSEMENT AGREEMENT
$4,400,000 WATER REVENUE CAPITAL LOAN NOTES, SERIES 2019(IOWA DRINKING
WATER FACILITIES FINANCING PROGRAIV� (ROOSEVELT/EAGLE POINT)
This Loan and Disbursement Agreement(the "AgreemenY') is made and entered into as of
August 9, 2019 by and between the City of Dubuque, Iowa (the "ParticipanY� and the Iowa
Finance Authority, an agency and public instrumentality of the State of Iowa(the "Issuer'�.
WHEREAS, the Issuer, in cooperation with the Iowa Department of Natural Resources
(the "DepartmenY�, is authorized to undertake the creation, administration and financing of the
Iowa Drinking Water Facilities Financing Program (the "Program") established in Iowa Code
Sections 16.131 through 16.135 and Sections 455B.291 through 455B.299, including, among other
things, the making of loans to Water Systems for purposes of the Program; and
WHEREAS, the Participant desires to participate in the Program as a means of financing
all or part of the construction of certain drinking water treatment facilities serving the Participant
and its residents; and
WHEREAS, to assist in financing the Project(defined herein), the Issuer desires to make
a loan to the Participant in the amount set forth in Section 2 hereof;
NOW, THEREFORE,the parties agree as follows:
Section 1. Definitions. In addition to other definitions set forth herein, the following
terms as used in this Agreement shall, unless the conteat clearly requires otherwise, have the
following meanings:
(a) `Bonds"shall mean any State Revolving Fund Revenue Bonds that were or
in the future are issued by the Issuer for the purpose of providing moneys to finance the
Loan to the Participant.
(b) "Code"shall mean the Internal Revenue Code of 1986, as amended, and all
lawfully promulgated regulations thereunder.
(c) "ProjecY' shall mean the particular construction activities approved by the
Department and being undertaken by the Participant with respect to the operation or
infrastructure of the Water System for the purpose of providing safe drinking water to the
customers thereof, as described in the Resolution.
(d) "Regulations" shall mean the administrative rules of the Department
relating to the Program, setforth in Title 567, Chapter 44 ofthe Iowa Administrative Code,
and the administrative rules of the Issuer relating to the Program set forth in Title 265,
Chapter 26 of the Iowa Administrative Code.
(e) "Resolution" shall mean the resolution of the City Council of the
Participant, adopted on July 15, 2019, approving and authorizing the execution of this
Agreement and the issuance of the Revenue Bond (as defined herein).
1 obizsizoib
(� "Water System"shall mean the drinking water system ofthe Participant, all
facilities being used in conjunction therewith and all appurtenances and ea�tensions thereto,
including but not limited to the water facilities which the Participant is financing under this
Agreement.
Section 2. Loan: Purchase of Revenue Bond. The Issuer agrees to purchase a duly
authorized and issued water revenue bond or capital loan note of the Participant (the "Revenue
Bond") in order to make a loan to the Participant, and will disburse proceeds as set forth herein.
The Participant agrees to borrow and accept from the Issuer, a loan in the principal amount of
$4,400,000 (the "Loan'�.
The Participant shall use the proceeds of the Loan strictly (a) to finance a portion of the
costs of construction of the Project and (b), where applicable, to reimburse the Participant for a
portion of the costs of the Project, which portion was paid or incurred in anticipation of
reimbursement through the Program and which is eligible for such reimbursement under and
pursuant to the Regulations and the Code.
Section 3. Disbursements. Proceeds of the Loan shall be made available to the
Participant in the form of one or more periodic disbursements as provided in this Section. The
Issuer thereafter shall make disbursements of a portion of the Loan for payment of costs of the
Project upon receipt of the following:
(a) a completed payment request on a form acceptable to and available from
the Issuer;
(b) current construction payment estimates;
(c) engineering service statements;
(d) purchase orders or invoices for items not included within other contracts;
and
(e) evidence that the costs for which the disbursement is requested have been
incurred.
Solely with respect to the request far the final disbursement of proceeds of the Loan, the
Participant shall submit to the Issuer (via the Department), in addition to items (a) through (e)
above, a certification of completion and acceptance of the Project by the Participant or evidence
of an acceptable settlement if the Project is subject to a dispute between the Participant and any
contractor.
Disbursements shall be made in a timely fashion following the receipt of the information
as set forth above. Unless otherwise agreed to in writing by the Issuer, funds shall be payable to
the Participant via automated clearinghouse system transfer to the account specified by the
Participant.
Section 4. Completion of Project. The Participant covenants and agrees (i)to exercise
its best efforts in accordance with prudent water treatment utility practices to complete the Project;
2
and (ii)to provide from its own fiscal resources all monies, in excess of the total amount of Loan
proceeds it receives under the Agreement, required to complete the Project.
Section 5. Renavment of Loan: Issuance of Revenue Bonds. The ParticipanYs
obligation to repay the Loan and interest thereon shall be evidenced by the Revenue Bond in the
principal amount of the Loan, complying in all material respects with the Regulations and being
in substantially the form set forth in the Resolution. The Revenue Bond shall be delivered to the
Issuer as the original purchaser and registered holder thereof at the closing of the Loan. The
Revenue Bond shall be accompanied by a legal opinion of bond counsel, in form satisfactory to
the Issuer, to evidence the legality, security position and tax-exempt status of interest on the
Revenue Bond. The parties agree that a payment of principal of or interest on the Revenue Bond
shall be deemed to be a payment of the same on the Loan and a payment of principal of or interest
on the Loan shall be deemed to be a payment ofthe same on the Revenue Bond. Unless otherwise
agreed to in writing by the Issuer, all payments of principal and interest due under the Loan shall
be made via automated clearinghouse transfer,from an account specified by the Participant.
The Revenue Bond shall be dated the date of delivery to the Issuer, with interest and the
Servicing Fee (together, the "Interest Rate" as set forth in Section 6 hereo� payable semiannually
on June 1 and December 1 of each year (unless the resolution authorizing a previous series of
outstanding bonds on a parity with the Revenue Bond requires interest to be paid on other interest
payment dates, in which case such other dates shall apply)from the date of each disbursement of
a part of the Loan from the Issuer to the Participant (which are initially expected to be on
approximately the dates set forth on Exhibit A attached hereto and incorparated herein). The first
repayment ofprincipal ofthe Loan shall be due and payable not later than one year after substantial
completion of the Project and payments of principal, interest and the Servicing Fee shall continue
thereafter until the Loan is paid in full. Following the final disbursement of Loan proceeds to the
Participant, Exhibit A shall be adjusted by the Issuer, with the approval of the Participant, based
upon actual disbursements to the Participant under the Agreement. Such revised Exhibit A
thereafter shall be deemed to be incorparated herein by reference and made a part hereof and shall
supersede and replace that initially attached hereto and to the Revenue Bond.
The Revenue Bond shall be subject to optional redemption by the Participant at a price of
par plus accrued interest(i) on any date upon receipt of written consent by the Issuer, ar(ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any such optional
redemption of the Revenue Bond by the Participant may be made from any funds regardless of
source, in whole or from time to time in part, upon not less than thirty (30) days notice of
redemption by e-mail, facsimile, certified or registered mail to the Issuer (or any other registered
owner of the Revenue Bond). The Revenue Bond is also subject to mandatory redemption in the
eventthe costs ofthe Project are less than initially projected, in which case the amount ofthe Loan
shall be reduced to an amount equal to the actual Project costs disbursed. The Participant and the
Issuer agree that following such adjustment, the principal amount due under the Revenue Bond
shall be automatically reduced to equal the principal amount of the adjusted Loan.
The Revenue Bond and the interest thereon and any additional obligations as may be
hereafter issued and outstanding from time to time under the conditions set forth in the Resolution
shall be payable solely and only from the Net Revenues (as defined in the Resolution)ofthe Water
System of the Participant, a sufficient portion of which has been and shall be ordered set aside and
3
pledged for such purpose under the provisions of the Resolution. Neither this Agreement nor the
Revenue Bond is a general obligation of the Participant, and under no circumstance shall the
Participant be in any manner liable by reason of the failure of the aforesaid Net Revenues to be
sufficient to pay the Revenue Bond and the interest thereon ar to otherwise discharge the
ParticipanYs obligation hereunder.
Section 6. Interest Rate. Initiation Fee and Servicin�Fees. (a) The Participant agrees
to pay to the Issuer, as additional consideration far the Loan, a loan initiation fee (the "Initiation
Fee") equal to one half of one percent(0.50) of the amount of the Loan ($22,000), which shall be
due and payable on the date of this Agreement. Unless the Issuer shall be otherwise notified by
the Participant that the Participant intends to pay such Initiation Fee from other funds, and has
received such other funds from the Participant on the date hereof,the Issuer shall be authorized to
deduct the full amount of the Initiation Fee from the proceeds of the Loan being made hereunder,
and such deduction by the Issuer shall be deemed to be an expenditure by the Participant of the
Loan proceeds.
(b) The Participant agrees to pay a Loan servicing fee (the "Servicing Fee")to the Issuer
in an amount equal to 0.25% per annum of the principal amount of the Loan outstanding. The
Servicing Fee shall be paid as described in Section 5 and Section 6(c)hereof.
(c) The Loan shall bear interest at 1.75%per annum (the "Rate"). As described in Section
5, payments hereunder shall be calculated based on the Rate plus the Servicing Fee (such 2.00%,
the "Interest Rate").
Section 7. Comnliance with Annlicable Laws. Performance Under Loan Aereement:
Rates. The Participant covenants and agrees (i) to comply with all applicable State of Iowa and
federal laws,rules and regulations (including but not limited to the Regulations),judicial decisions,
and executive orders in the performance of the Agreement and in the financing, construction,
operation, maintenance and use of the Project and the Water System; (ii) to maintain its Water
System in good repair, working order and operating condition; (iii)to cooperate with the Issuer in
the observance and performance of its respective duties, covenants, obligations and agreements
under the Agreement (iv) to comply with all terms and conditions of the Resolution; and (v) to
establish, levy and collect rents, rates and other charges for the products and services provided by
its Water System, which rents, rates and other charges shall be at least sufficient (A) to meet the
operation and maintenance expenses of such Water System, (B) to produce and maintain Net
Revenues at a level not less than 110% of the amount of principal and interest on the Revenue
Bond and any other obligations secured by a pledge of the Net Revenues falling due in the same
year, (C)to comply with all covenants pertaining thereto contained in, and all other provisions of,
any bond resolution, trust indenture or other security agreement, if any, relating to any bonds or
other evidences of indebtedness issued orto be issued bythe Participant,(D)to pay the debt service
requirements on any bonds, notes or other evidences of indebtedness, whether now outstanding or
incurred in the future, secured by such revenues or other receipts and issued to finance
improvements to the Water System and to make any other payments required by the laws of the
State of Iowa, (E) to generate funds sufficient to fulfill the terms of all other contracts and
agreements made by the Participant, including,without limitation,the Agreement and the Revenue
Bond and(F)to pay all other amounts payable from or constituting a lien or charge on the operating
revenues of its Water System.
4
Section 8. Exclusion of Interest from Gross Income. Unless otherwise agreed to by
the Issuer in writing, the Participant covenants and agrees as follows:
(a) The Participant shall not take any action or omit to take any action which
would result in a loss of the exclusion of the interest on the Bonds from gross income for
federal income taxation as that status is governed by Section 103(a) of the Code.
(b) The Participant shall not take any action or omit to take any action, which
action or omission would cause its Revenue Bond ar the Bonds (assuming solely for this
purpose that the proceeds of the Bonds loaned to the Participant represent all of the
proceeds of the Bonds)to be "private activity bonds"within the meaning of Section 141(a)
of the Code. Accordingly, unless the Participant receives the prior written approval of the
Issuer, the Participant shall not (A) permit any of the proceeds of the Bonds loaned to the
Participant or the Project financed with such proceeds to be used, either directly or
indirectly, in any manner that would constitute "private business use"within the meaning
of Section 141(b)(6) of the Code, taking into account for this purpose all such use by
persons other than governmental units on an aggregate basis, (B) use, either directly or
indirectly, any of the proceeds of the Bonds loaned to the Participant to make or finance
loans to persons other than governmental units (as such term is used in Section 141(c) of
the Code) ar (C)use, either directly or indirectly, any of the proceeds of the Bonds loaned
to the Participant to acquire any "non-governmental output property" within the meaning
of Section 141(d)(2) ofthe Code.
(c) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds (or amounts replaced with such proceeds) or any other funds ar take
any action or omit to take any action, which use or action or omission would (assuming
solely far this purpose that the proceeds of the Bonds loaned to the Participant represent
all of the proceeds of the Bonds) cause the Bonds to be "arbitrage bonds" within the
meaning of Section 148(a) of the Code.
(d) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to pay the principal of or interest on any issue of State or local
governmental obligations ("refinancing of indebtedness") unless the Participant shall
establish to the satisfaction of the Issuer that such refinancing of indebtedness will not
adversely affect the exclusion from gross income of interest on the Bonds for federal
income tax purposes and the Participant delivers an opinion to such effect of bond counsel
acceptable to the Issuer.
(e) The Participant shall not directly or indirectly use or permit the use of any
proceeds ofthe Bonds to reimburse the Participant for any portion of the cost ofthe Project
unless such cost was paid or incurred by the Participant in anticipation of reimbursement
from the proceeds of the Bonds or other State or local governmental borrowing in
accordance with the Code, published rulings of the Internal Revenue Service and the
Regulations.
(� The Participant shall not use the proceeds ofthe Bonds (assuming solely for
this purpose that the proceeds of the Bonds loaned to the Participant represent all of the
5
proceeds of the Bonds) in any manner which would cause the Bonds to be "federally
guaranteed"within the meaning of Section 149(b)ofthe Code or"hedge bonds"within the
meaning of Section 149(g) of the Code.
(g) The Participant shall comply with all provisions of the Code relating to the
rebate of any profits from arbitrage attributable to the Participant, and shall indemnify and
hold the Issuer harmless therefrom.
Section 9. Insurance: Audits: Disnosal of Pronertv. The Participant covenants and
agrees (a) to maintain insurance on, or to self-insure, the insurable portions of the Water System
of a kind and in an amount which normally would be carried by private companies engaged in a
similar type of business, (b) to keep proper books and accounts adapted to the Water System,
showing the complete and correct entry of all transactions relatingthereto, and to cause said books
and accounts to be audited or examined by an independent auditor or the State Auditor(i) at such
times and for such periods as may be required by the federal Single Audit Act of 1984, OMB
Circular A-133 or State law, and (ii) at such other times and for such other periods as may be
requested at any time and from time to time by the Issuer(which requests may require an audit to
be performed for a period that would not otherwise be required to be audited under State law), and
(c) not to sell, lease or in any manner dispose of the Water System, or any capital part thereof,
including any and all ea�tensions and additions which may be made thereto,until the Revenue Bond
shall have been paid in full or otherwise discharged as provided in the Resolution; provided,
however, that the Participant may dispose of any property which in the judgment of its governing
body is no longer useful or profitable to use in connection with the operation ofthe Water System
or essential to the continued operation thereof.
Section 10. Maintenance of Documents; Access. The Participant agrees to maintain its
project accounts in accordance with generally accepted accounting principles ("GAAP'� as issued
by the Governmental Accounting Standards Board, including GAAP requirements relating to the
reporting of infrastructure assets.
The Participant agrees to permit the Issuer or its duly authorized representative access to
all files and documents relating to the Project for purposes of conducting audits and reviews in
accordance with any of the Regulations.
Section 11. Continuing Disclosure. As a means of enabling the Issuer to comply with
the "continuing disclosure" requirements set forth in Rule 15c2-12 (the "Rule'� of the Securities
and Exchange Commission, the Participant agrees, during the term of the Loan, to provide the
Issuer with (i) the comprehensive audit report of the Participant, prepared and certified by an
independent auditor ar the State Auditor not later than twelve months after the end of each fiscal
year for which the report was prepared and (ii) such other information and operating data as the
Issuer may reasonably request from time to time with respect to the Water System, the Project or
the Participant.
The Participant hereby consents to the inclusion of all or any portion of the foregoing
information and materials in a public filing made by the Issuer under the Rule. The Participant
agrees to indemnify and hold harmless the Issuer, and its officers, directors, employees and agents
from and against any and all claims, damages, losses, liabilities, reasonable costs and expenses
6
whatsoever (including attorney fees) which such indemnified party may incur by reason of or in
connection with the disclosure of information permitted under this Section; provided that no such
indemnification shall be required for any claims, damages, losses, liabilities, costs or expenses to
the ea�tent,but only to the ea�tent, caused bythe willful misconduct or gross negligence ofthe Issuer
in the disclosure of such information.
Section 12. Events of Default. If any one or more of the following events occur, it is
hereby defined as and declared to constitute an "Event of DefaulY'under this Agreement:
(a) Failure by the Participant to pay, or cause to be paid, any Loan repayment
(including the Servicing Fee) required to be paid under this Agreement when due, which
failure shall continue for aperiod offifteen (15) days.
(b) Failure by the Participant to make, or cause to be made, any required
payments of principal, redemption premium, if any, and interest on any bonds, notes or
other obligations of the Participant (other than the Loan and the Revenue Bond), the
payment of which are secured by operating revenues of the Water System.
(c) Failure by the Participant to observe and perform any duty, covenant,
obligation or agreement on its part to be observed or performed under the Agreement or
the Resolution, other than the obligation to make Loan repayments, which failure shall
continue for a period of thirty (30) days after written notice, specifying such failure and
requesting that it be remedied, is given to the Participant by the Issuer, unless the Issuer
shall agree in writing to an eatension of such time priar to its expiration or the failure stated
in such notice is correctable but cannot be corrected in the applicable period, in which case
the Issuer may not unreasonably withhold its consent to an ea�tension of such time up to
one hundred twenty (120) days from the delivery of the written notice referred to above if
corrective action is commenced by the Participant within the applicable period and
diligently pursued until the Event of Default is corrected.
Section 13. Remedies on Default. Whenever an Event of Default shall have occurred
and be continuing, the Issuer shall have the right to take any action authorized under the
Regulations, the Revenue Bond or this Agreement and to take whatever other action at law or
equity may appear necessary or desirable to collect the amounts then due and thereafter to become
due under the Agreement or to enforce the performance and observance of any duty, covenant,
obligation or agreement of the Participant under the Agreement or the Resolution.
Section 14. Amendments. This Agreement may not be amended, supplemented or
modified except by a writing executed by all of the parties hereto.
Section 15. Termination. The Participant understands and agrees that the Loan may be
terminated at the option of the Issuer if construction of the Project has not commenced within one
year of the date of execution of this Agreement, all as set forth in the Regulations.
Section 16. Rule of Construction. This Agreement is executed pursuant to the
provisions of Section 384.24A ofthe Code of Iowa and shall be read and construed as conforming
to all provisions and requirements of that statute.
7
In the event of any inconsistency or conflict between the terms and conditions of the
Revenue Bond and this Agreement ar the Regulations, the parties acknowledge and agree that the
terms of this Agreement or the Regulations, as the case may be, shall take precedence over any
such terms of the Revenue Bond and shall be controlling, and that the payment of principal and
interest on the Loan shall at all times conform to the schedule set forth on Exhibit A, as adjusted,
and the Regulations.
Section 17. Federal Requirements. The Participant agrees to comply with all applicable
federal requirements including, but not limited to, Davis-Bacon wage requirements and the
requirements relating to the use of American iron and steel products.
Section 18. Renavment of Plannin� and Desian Loan. The Participant entered into an
Interim Loan and Disbursement Agreement with the Issuer to provide funds to pay the costs of
planning and designing the Project. The Participant agrees to repay the Interim Loan and
Disbursement Agreement on the date of this Agreement. Unless the Participant notifies the Issuer
that the Participant intends to repay the Interim Loan and Disbursement Agreement from other
funds, and the Issuer has received such other funds from the Participant on the date hereof, the
Issuer shall be authorized to deduct the full amount due under the Interim Loan and Disbursement
Agreement from the proceeds ofthe Loan being made hereunder, and such deduction by the Issuer
shall be deemed to be an expenditure by the Participant of the Loan proceeds.
8
IN WITNESS WHEREOF, we have hereunto afFixed our signatures all as of the date first
above written.
CITY OF DUBUQUE, IOWA
By:
Mayor
Attest:
City Clerk
[Participant Signature Page to LDA]
IN WITNESS WHEREOF, we have hereunto afFixed our signatures all as of the date first
above written.
IOWA FINANCE AUTHORITY
By:
Its: Executive Director
[IFA Signature Page to LDA]
EXHIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
oiwsiazi�ioazz-i9�
A-1
TAX EXEMPTION CERTIFICATE
THE CITY OF DUBUQUE, IOWA
THIS TAX EXEMPTION CERTIFICATE is made and entered into on August 9, 2019, by
the City of Dubuque, State of Iowa(the "Issuer").
INTRODUCTION
This Certificate is executed and delivered in connection with the issuance by the Issuer of
its $4,400,000 Water Revenue Capital Loan Note, Series 2019 (the "Bonds"). The Bonds are
issued pursuant to the provisions of the Resolution of the Issuer authorizing the issuance of the
Bonds. Such 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 $4,400,000 aggregate principal amount of a Water Revenue Capital
Loan Note of the Issuer issued in registered form pursuant to the Resolution.
"Bond Counsel" means Ahlers & Cooney, P.C., Des Moines, Iowa, or an attorney at law
or a firm of attorneys of 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.
- 1 -
"Bond Fund" means the Sinking Fund described in the Resolution.
"Bond Year", as defined in Regulation 1.148-1(b), means a one-year period beginning on
the day after expiration of the preceding Bond Year. The first Bond Year shall be the one-year or
shorter period beginning on the Closing Date and ending on a principal or interest payment date,
unless the Issuer selects another date.
"Bond Yield" means that discount rate which produces an amount equal to the Issue Price
of the Bonds when used in computing the present value of all payments of principal and interest
to be paid on the Bonds, using semiannual 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 supplementthe 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 of the Bonds
and any replacement proceeds (as defined in Regulation 1.148-1(c)) ofthe Bonds.
"Gross Proceeds Funds" means the Project Fund and any other fund or account held for
the benefit of the owners of the Bonds or containing Gross Proceeds of the Bonds except the
Bond Fund and the Rebate Fund.
"Issue Price", as defined in Regulation 1.148-1(b), means price paid by the Purchasers of
the Bonds. The Purchasers have certified the Issue Price to be $4,400,000.
- 2 -
"Issuer" means the City 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.
"Nonpurpose 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 acquisition, construction, reconstruction, ea�tending, remodeling,
improving, repairing and equipping all or part of the Municipal Water System, including those
costs associated with the Roosevelt Street water tower and water distribution improvements
project and the Eagle Point water treatment plant and water distribution improvements project;
and refunding the Water Revenue Capital Loan Notes Anticipation Project Note, Series 2017,
dated September 22, 2017, as more fully described in the Resolution.
"Project Fund" means the fund established in the Resolution.
"Purchaser" means the Iowa Finance Authority, Des Moines, Iowa, constituting the initial
purchaser of the Bonds from the Issuer.
"Rebate Amount" means the amount computed as described in this Certificate.
"Rebate Fund" means the fund to be created, if necessary, pursuant to this Certificate.
"Rebate Payment Date" means a date chosen by the Issuer which is not more than 60 days
following each Computation Date or the Final Bond Retirement Date.
"Refunded SRF Planning and Design Note" means $444,162.62 ofthe $475,000 Water
Revenue Capital Loan Notes Anticipation Project Note, Series 2017 dated September 22, 2017.
"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.
- 3 -
"Resolution" means the resolution of the Issuer adopted on July 15, 2019 authorizing the
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.
"Tax Exempt Obligations" means bonds or other obligations the interest on which is
excludable from the gross income ofthe owners thereofunder Section 103 ofthe 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,
establishing that the Purchaser will not reoffer or sell the Bonds to the public.
ARTICLE II
SPECIFIC CERTIFICATIONS, REPRESENTATIONS
AND AGREEMENTS
The Issuer hereby certifies, represents and agrees as follows:
Section 2.1 Authoritv to Certifv and Exnectations
(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 far the purposes specified
in Section 1.148-2(b)(2) ofthe 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) ofthe 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,
- 4 -
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 Purchaser as set forth in the Verification Certificate, (4)with respect to
expenditure ofthe Proceeds ofthe Bonds, actual expenditures and reasonable expectations ofthe
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. 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 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) ofthe Code, including any use ofthe Project by any
person other than a governmental unit if such use will be as 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 in Section 6.1 hereof.
(k) Except as provided in Section 6.1 hereof, 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), exercise its option to redeem Bonds
prior to maturity or effect a refunding of the Bonds.
- 5 -
(1) No bonds or other obligations of the Issuer(1) were sold in the 15 days preceding
the date of sale of the Bonds, (2)were sold or will be sold within the 15 days after the date of 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 will be issued for the purpose of investing such portion at
a higher yield than the Bond Yield.
(o) The Issuer does not expect that the Proceeds of the Bonds will be used in a manner
that would cause them to be "arbitrage bonds" as defined in Section 148(a) of the Code. The
Issuer does not expect that the Proceeds of the Bonds will be used in a manner that would cause
the interest on the Bonds to be includable in the gross income of the owners of the Bonds under
the Code. The Issuer will not intentionally use any portion of the Proceeds to acquire higher
yielding investments.
(p) The Issuer will not use the Proceeds of the Bonds to exploit the difference between
tax-exempt and taxable interest rates to obtain a material financial advantage.
(q) The Issuer has not issued more Bonds, issued the Bonds earlier, or allowed the
Bonds to remain outstanding longer than is reasonably necessary to accomplish the governmental
purposes of the Bonds.
(r) 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.
(s) The Bonds will not be Hedge Bonds as described in Section 149(g)(3) ofthe Code
because the Issuer reasonably expects that it will meet the Expenditure Test set forth in Section
2.5(b) hereof and that not more than 50% of the Proceeds will be invested in Nonpurpose
Investments having a substantially guaranteed yield for four or more years.
Section 2.2 Receipts and Expenditures of Sale Proceeds
Sale Proceeds received at Closing are expected to be deposited and expended as follows:
- 6 -
(a) $34,000 representing costs of issuing the Bonds and the Initiation Fee for the Loan
will be used within six months of the Closing Date to pay the costs of issuance of
the Bonds (with any excess remaining on deposit in the Project Fund);
(b) $3,921,837.38 will be available to 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; and
(c) $444,162.62 will be used together with earnings thereon to pay the principal
amount drawn on the Refunded SRF Planning and Design Note, which will be
redeemed on August 9, 2019.
Section 2.3 Pumose of Bonds
The Issuer is issuing the Bonds to pay costs of the acquisition, construction,
reconstruction, eatending, remodeling, improving, repairing and equipping all or part of the
Municipal Water System, including those costs associated with the Roosevelt Street water tower
and water distribution improvements project and the Eagle Point water treatment plant and water
distribution improvements project; and refundingthe Water Revenue Capital Loan Notes
Anticipation Project Note, Series 2017, dated September 22, 2017, in order to implement long-
term financing for the Proj ect.
Section 2.4 Facts Supporting Tax-Exemption Classification
The Bonds are considered to be governmental bonds, not subject to the provisions of the
alternate minimum tax. Proceeds of the Bonds will be used for the purpose of paying costs of the
Project. All of the financed facilities are owned by the City and are expected to be used by the
public generally, including commercial and industrial users. There are no contractual
arrangements or agreements between the City and any commercial or industrial user ofthe Water
Utility, and there are no other lease, management contract or other similar arrangements with
respectto the Water Utility. Commercial or industrial users ofthe Water Utility may be or
become subject to different rates or charges than those imposed on residential customers,
depending on the volume of the water they purchase. All such charges, however, are or will be
imposed by viriue of City ordinances applicable to all entities meeting the standards set forth
therein. No other charges or payments will be imposed or paid to the City by any contributing
industry for water services or Project-related construction and acquisition beyond those mandated
by ordinance for certain classes of users.
No amount of Proceeds of the Bonds ar the Refunded SRF Planning and Design Note is to
be used or were directly or indirectly to make or finance loans to persons other than governmental
units.
- 7 -
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 of the
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 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).
- g -
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 Pertainin�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 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 1.750058%percent. 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
- 9 -
(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 or exemptions.
(b) The Issuer may establish a fund pursuant to the Resolution and this Certificate
which is herein referred to as the Rebate Fund. The Issuer will invest and expend amounts on
deposit in the Rebate Fund in accordance with this Certificate.
(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 far the benefit of the owners of the Bonds ar 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 exemptions from
the arbitrage rebate rules set forth in the Treasury Regulations. If the Bonds are ineligible, or
become ineligible,for an exemption to the arbitrage rebate rules, the Issuer will comply with the
provisions of Article III hereo£ A description of the applicable rebate exemption(s) is as follows:
• Eighteen-Month Exemption
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 6.0%. 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.
- 10 -
• Election to Treat as Construction Bonds.
The Bonds qualify as a "construction issue" as defined in Section 148(�(4)(C)(vi) of the
Code. 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
for construction expenditures and that not less than the following percentages of the available
construction proceeds 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 or(ii) $250,000, is disregarded if the Issuer exercises due
diligence to complete the Project.
• Election with respect to future earnings
Pursuant to Section 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
- 11 -
It is expected that the Bond Fund described in the Resolution and Section 2.7(b) 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 ifthe annual gross earnings on the Bond Fund for such Bond Year are less than $100,000
or if average annual debt service will not exceed $2,500,000. However, should annual gross
earnings exceed $100,000 or 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 ofthe 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 eatent 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 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 Pavmentto 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
- 12 -
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:
(i) a complete list of all investments and reinvestments of amounts in each
such Fund including, if applicable, purchase price, purchase date, type of security, accrued
interest 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, or the
Closing Date if different from the purchase date.
(ii) 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 in
a fund related to the Bonds for transfer to the Rebate Fund or payment to the United States.
ARTICLE IV
INVESTMENT 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 ofthis Article IV.
- 13 -
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.
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 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(1)the price at which such certificate of deposit is
purchased or sold is the bona fide bid price quoted by a dealer who maintains an active secondary
market in certificates of deposit of the same type or(2) if there is no active secondary market in
such certificates of deposit,the certificate of deposit must have a yield (A) as high or higher than
the yield on comparable obligations traded on an active secondary market, as certified by a dealer
who maintains such a market, and (B) as high or higher than the yield available on comparable
obligations ofthe United States Treasury.
(b) The certificate of deposit described in part 2(A) of 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 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.
- 14 -
(2) The bid specifications include all material terms of the bid. A term 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 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 of paragraph
(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
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)(�(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)(6)(iii)(B)(1) of
section 1.148-5 of the Regulations is from a reasonably competitive provider,
- 15 -
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 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).
(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 for
the investments, including a record of any administrative costs paid by the Issuer, and the
certification under paragraph (d)(6)(iii)(D) of section 1.148-5 of the Regulations.
(3) For each bid that is submitted, the name of the person and entity
submitting the bid,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
- 16 -
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 Le�al
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 priar 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
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. Aereements
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
- 17 -
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 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 BONDS
(a) Property financed with the Proceeds of the Refunded SRF Planning and Design
Note 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 SRF Planning and Design Note were used to
provide facilities used in the regular operations of the Issuer and neither the facilities nor the
output thereof have been or are expected to be used in the trade or business of any person other
than the Issuer.
(c) Reimbursement Allocations and Original Expenditures, if any, reimbursed from
proceeds of the Refunded SRF Planning and Design Note complied with the Reimbursement
Regulations in effect at the time of issuance of the Refunded SRF Planning and Design Note.
(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 SRF Planning and Design
Note. 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.
- 18 -
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)
- 19 -
EXHIBIT A
VERIFICATION CERTIFICATE OF THE PURCHASER
The undersigned the Executive Director of the Iowa Finance Authority(the "Purchaser"),
hereby certifies as follows:
1. The Purchaser and the City of Dubuque, Iowa(the "Issuer"), have entered into a
Loan and Disbursement Agreement(the "Agreement"), providing for the purchase of a
$4,400,000 Water Revenue Capital Loan Note ofthe City dated as ofthe date of delivery(the
"Notes").
2. The Agreement is in full force and effect and has not been repealed, rescinded or
amended.
3. The Purchaser hereby confirms that the Notes were purchased at par and will not
be reoffered to the public, the terms of purchase being as follows:
Price
(% of par)
(do not
Principal Principal include
Amount Amount Interest accrued
Issued Sold Rate interest)
$4,400,000 None 1.75% 100%
IN WITNESS WHEREOF, the Purchaser has caused this Verification Certificate to be
executed by its duly authorized officer this day of , 2019.
IOWA FINANCE AUTHORITY
By:
Its: Executive Director
01605163-1\10422-197
Ahlers&Cooney, P.G.
� �I !� L�F2� �� Q N E Y Attorneys at Law
100 Court Avenue, Suite 600
A T"8" f7 R �l E Y" � Des Moines, lowa 50309-2231
Phone: 515-243-7611
Fax: 515-243-2149
www.ahlerslaw.com
Kristin B. Coaper
515.246.0330
kcooper@ahlerslaw.com
JLlly 2, 2019
VIA EMAIL AND �GULAR MAIL
Ms. Jemly Larson
. Director of Finance & Budget
Clty Of�UbL1C�Ll0
50 West 13th Street
Dubuque, Iowa 52001
RE: Dubuque, Iowa - $4,400,000 Water Revenue Capital Loan Notes, Series
2019 (Iowa Drinlcing Water Facilities Financulg Prograin)
(Roosevelt/Eagle Point Pi•ojects)
Dear Jemly:
With this letter I am enclosing a resohition approving and authorizing the form of Loan
and Disbnrsement Agreeinent and authorizing the issuance of the above Note to the Iowa �
Finance Atrthority (the "Atrthority"). The resollrtioii also incorporates by refereilce the form of �i
the Tax Exeinption Certificate aild Loan azld Disblirsement Agreemeilt, copies of which are
enclosed for filing in your office. The Tax EYemption 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 inaintain
this Note as tax exempt. The Loan and Disbursement Agreement also sets forth a nuinber of
covenants and agreements on the part of the City with respect to the repayment of the Loan.
I am also enclosing the final closulg certificates. The Transcript Certificate can be
completed and dated as soon as final action has been talcen. The Deliveiy Certificate and the Tax
Exemption Certificate should be executed but left undated. Siinilarly, all copies of the Loan and
Disbursem.ent Agreement should be signed and sealed but left undated. The dates will be added
pursuant to authorization froin the City at the time of final closing and delivery of the Note to the
Authority. Please return these certificates and all copies of the Agreement to me for holding and
review before the closiilg arrangeinents are made.
An original form of Note R-1 is enclosed as well. The Note should be manually signed
by the Mayor and City Clerlc on the lines indicated on page 3, the seal of the City should be
impressed as indicated aiid the Treaslu•er should mallnally execute as the Registrar where
indicated. The date of authentication �nd date of deliveiy will be inserted as of the actual closing
date of the Loan. The completed Note also should be returned to us for holding prior to closing.
WISHARD & BAILY — 1888; GUERNSEY & Bni�r — 1893: Bni�v $ STIPP — 1901; STIPP, PERRY, BANNISTER cQi STARZWGER — 1914; BANNISTER, CARPENTER,
AHLERS & COONEY — 1950; AHLERS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH — 1974: AIiLERS, COONEY, DORWEILER, HAVME, SMITH & A��aee. P.C. — 1990
� July 2, 2019 '
Page 2
A higlilighted copy of the Note is enclosed to illustrate the various spaces where a signatz.tre or
seal is needed.
The Tax Exemption Certificate is an iinportant docun�eilt and contaiils important
information concerning the calculated yield on the Notes and a ntunber of covenants and
obligations on the part of the City. This certificate should be retained as a part of your
perinaneilt records. I will not attempt to slunmarize all of the matters wluch are iilchided in this �
certificate but I do wailt to point out some iiilportant ones.
Tax exemption is based in part upon the fact that the use of the facilities to be acquired by
the City with the proceeds of the Loan will be for the benefit of the public and will not be used in
the private trade or business of any business or non-tax-exempt entity. The properties acquired
with the proceeds must not be sold or diverted to any private or nonpublic use Lulless the
significance of that action is reviewed by bond counsel.
We tmderstand that the proceeds of the loan will be used for the puipose of paying costs
of construction of certain improvements and extensions to the Municipal Water Utility of the
City. All of the financed facilities are expected to be owned by the City and used by the public
geilerally, inclLiding coinmer•cial and indtiist�ial Lisers. We understand tliat tllere are no
coiltrachtal arrangeineilts or agreements of any sort between the City and aily coinmercial or_
industrial user of the inunicipal utility with respect to rates or use of any part of the Utility. We
recognize that larger custoiners of the Utility may be subject to charges or rates that are different
fi•oin the current residential charges, depending on the volume of the water they purchase.
Hov��ever, any such chai•ges inust be imposed by virtue of City ordinances and apply to all
entities meeting the standai•ds set forth therein. No other charges or payments should be imposed
or paid to the City by aily commercial or uldustrial user for water services or Project-related
construction and acquisition activities beyond those inandated by ordinance for certain classes of
useis. These understandings are reflected in the Tax Exemption Certificate, so please let me
laiow immediately if otu•understandulgs are not coi7�ect in any respect.
In addition,the Tax Exeil�ption Certificate sets foi�th the best knowledge and belief wluch
the City has as of today concei7ling the timely expenditure of the proceeds as the City reasonably
expects e�penditures to occLu�. If for any reason the City finds it will be prevented fi•om
expending the proceeds fiilly wit1�1 tluee years, that inatter sholild be referred to us.
This Note is issued tmder the expectation that the City will be exempt from the
requirement to rebate arbitrage earilings to the United States Govermnent since you intend to
spend the proceeds of the Note for construction puiposes within two (2) years of issuance and
meet the other reqnuements of the two-year expendihire exemption from the rebate regulations. �
There are a number of other general proinises and coinmitments by the City to talce or
refi�ain fi•om action, which are necessaiy to maintain the tax exemption of this Note. You should
recognize that these promises and cominitments are required of the City on an ongoing basis and
that the possibility of some additional firture action does exist.
I
July 2, 2019
Page 3
Also enclosed is IRS Form 8038-G -- Inforillation Rettull for Tax Exeinpt Goveriullental
Bond Issues. Please sigii, do not date �nd rettun to our office for completion. We will seild you
a completed copy for yotu file at closing.
Extra copies of the proceedings are enclosed to be completed as the original and certified
bacic to our office.
If any qllestioils arise, please don't hesitate to call.
Vety truly yours, i
Ahlers & Cooney, P.C.
I� stin Billingsley Cooper
FOR THE FIRM
KBC:seb
Enclosures
cc: Kevin Firnstalil, City Clerlc, City of Dublique
Tioiula Pooler, Independent Public Advisors, LLC
01605097-1\10422-197
{<**{<rl<*{<{<****
CERTIFIED TRANSCRIPT OF THE PROCEEDINGS OF THE CITY OF
DUBUQUE, STATE OF IOWA, FOR THE ISSUANCE OF S4,400,000
WATER REVENUE CAPITAL LOAN NOTES, SERIES 2019
DATED: AUGUST 9,2019
Bearing interest at l.750Yo per annum, payable on December 1, 2019 and
semiannually on the 1st day of June and December in each year thereafter.
Lastmaturity date: June 1,2040.
All notes may be called for redemption prior to maturity on any date following receipt
of written consent by the Iowa Finance Authority
PROCEEDINGS AND OPINION BY
AHLERS & COONEY, P.C.
DES MOINES,IOWA
***{<****!t*
0 1605 16 1-1\10422-197
CERTIFIED TRANSCRIPT OF T}IE PROCEEDINGS OF THE CITY OF DUBUQUE,
STATE OF IOWA, FORTHE ISSUANCE OF $4,4OO,OOO WATERREVENUE CAPITAL
LOAN NOTES, SERIES 2019,
DATED: AUGUST 9,2019.
Purchaser:Iowa Finance Authority
(Tracy Scebold)
Bond Counsel:Ahlers & Cooney, P.C.
(Kristin Billingsley Cooper, Esq.)
(Susan Ball)
Registrar:Director of Finance and Budget
(Jenny Larson)
Municipal Advisor:Independent Public Advisors
(Tionna Pooler)
Legal Opinion dated August 9,2019.
Resolution Authorizing Issuance adopted July 15, 2019.
Loan and Disbursement Agreement.
Delivery Certificate.
Transcript Certifi cate.
Tax Exemption certificate, including Purchaser's certificate (Exhibit A)
Specimen ofNote.
Financial Advisor Parity Report.
IRS Form 8038-G, with attached Affidavit of Mailing.
1.
2.
J.
4.
5.
6.
,7
8,
9,
0t605149-1\10422-197
AqLERS trtrtrNEY
Ahlers & Cooney, P.C.
Attorneys at Law
100 Court Avenue, Suite 600
Des Moines, lowa 50309-2231
Phone: 515-243-7611
Faxz 515-243-2149
www.ahlerslaw.com
ATTORNEYS
August 9,2019
We hereby certify that we have examined a certified transcript of the proceedings of the
City Council and acts of administrative officers of the City of Dubuque, Iowa (the "Issuer"),
relating to the issuance of Water Revenue Capital Loan Note No. R-1, Series 2019, by said
Issuer, dated as of the date of delivery, in the aggregate principal amount of $4,400,000 (the
"Note").
We have examined the law and such certified proceedings and other papers as we deem
necessary to render this opinion as bond counsel.
As to questions of fact material to our opinion, we have relied upon representations of the
Issuer contained in the resolution authorizing the Loan and Disbursement Agreement and
issuance of the Note (the "Resolution") and in the certified proceedings and other certifications
of public officials furnished to us, without undertaking to verify the same by independent
investigation.
We have not been engaged to or undertaken to review the accuracy, completeness or
sufficiency of any offering material relating to the Note and we express no opinion relating
thereto.
Based on our examination and in reliance upon the certified proceedings and other
certifications described above, we are of the opinion, under existing law, as follows:
1. The Issuer is duly created and validly existing as a body corporate and politic and
political subdivision of the State of Iowa with the corporate power to adopt and pcrform thc
Resolution and Loan and Disbursement Agreement and issue the Note.
2. The Resolution and Loan and Disbursement Agreement have been duly adopted by
the Issuer and constitute valid and binding obligations of the Issuer enforceable upon the Issuer.
The Resolution creates a valid lien on the Net Revenues of the municipal water utility pledged by
the Resolution for the security of the Note.
The lien of the Note ranks on a parity as to the pledge of Net Revenues with respect to
other Outstanding Obligations and Additional Obligations. The right to issue Additional
Obligations is reserved upon conditions set forth in the Resolution.
3. The Note has been duly authorized, issued and delivered by the Issuer and is a valid
and binding special obligation of the Issuer, payable solely from the sources provided therefor in
the Resolution.
Wishard&Baily-1888,Guernsey&Baily-1893,Baily&Stipp-lg0l,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
August 9,2079
$4,400,000 Water Revenue Capital Loan Notes, Series 2019
State of Iowa Revolving Fund
Page2
4. Interest on the Note is excludable from gross income for federal income tax purposes
and is not an item of tax preference for purposes of the federal alternative minimum tax imposed
on individuals and corporations; however, such interest is taken into account in determining
adjusted current earnings for the purpose of computing the alternative minimum tax imposed on
ceftain corporations. The opinion set forth in the preceding sentence is subject to the condition
that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended,
that must be satisfied subsequent to the issuance of the Note in order that the interest thereon be,
and continue to be, excludable from gross income for federal income tax purposes. The Issuer
has covenanted to comply with all such requirements. Failure to comply with certain of such
requirements may cause interest on the Note to be included in gross income for federal income
tax purposes retroactively to the date of issuance of the Note.
We express no opinion regarding the accuracy, adequacy, or completeness of offering
material relating to the Notes. Further, we express no opinion regarding tax consequences
arising with respect to the Notes other than as expressly set forth herein.
The rights of the owners of the Notes and the enforceability of the Notes are limited by
bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors'
rights generally, and by equitable principles, whether considered at law or in equity.
This opinion is given as of the date hereof, and we assume no obligation to revise or
supplement this opinion to reflect any facts or circumstances that may hereafter come to our
attention, or any changes in law that may hereafter occur.
Respectfully submitted,
Pc
0 1605 1 5 1-1\l 0422-197
a
a
ITEMS TO INCLUDE ON AGENDA
CITY OF DUBUQUE, IOWA
$4,400,000 Water Revenue Capital Loan Notes, Series 2019
Approve forms of Tax Exemption Certificate and Loan and Disbursement
Agreement.
Series Resolution authorizing and providing for the issuance and securing the
payment of $4,400,000 Water Revenue Capital Loan Notes, Series 2019 by the
City of Dubuque, Iowa under the provisions of Chapter 3 84 of the Code of Iowa,
providing for a method of payment thereof, approving Loan and Disbursement
Agreement, and other related matters
NOTICE MUS T BE GIVEN PURSUANT TO IOWA CODE
July 15, 2019
The City Council of Dubuque, Iowa, met in regular session, in the Historic Federal
Building, 350 West 6th Street, Dubuque, Iowa, at 6:00 o'clock P.M., on the above date. There
were present Mayor Roy D. Buol in the chair, and the following named Council Members:
Luis Del Toro. Ric Jones. Kate Larson" David Resnick.
Jake Rios. Brett Shaw
Absent
****.**:1.***
-2-
Council Member Resnick moved that the forms of Tax Exemption Certificate and Loan
and Disbursement Agreement be placed on file and approved. Council Member Del Toro
seconded the motion and the roll being called thereon, the vote was as follows:
AYES: Larson. Shaw. Rios. Jones. Buol" Del Toro. Resnick
NAYS:
Council Member Resnick introduced the following Resolution entitled "SERIES
RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING
THE PAYMENT OF $4,4OO,OOO WATER REVENUE CAPITAL LOAN NOTES, SERIES
2019, By THE CITY OF DUBUQUE, IOWA UNDER THE PROVISIONS OF CHAPTER 384
OF THE CODE OF IOWA, PROVIDING FOR A METHOD OF PAYMENT THEREOF,
APPROVING LOAN AND DISBURSEMENT AGREEMENT, AND OTHER RELATED
MATTERS", and moved its adoption. Council Member Del Toro seconded the motion to adopt.
The roll was called and the vote was:
AYES: Larson. Shaw. Rios. Jones. Buol. Del Toro. Resnick
NAYS:
Whereupon the Mayor declared the following Resolution duly adopted:
-3 -
RESOLUTION NO.258.19
SERIES RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE
AND SECURING THE PAYMENT OF $4,4OO,OOO WATER REVENUE CAPITAL
LOAN NOTES, SERIES 2019 BY THE CITY OF DUBUQUE, IOWA LTNDER THE
PROVISIONS OF CHAPTER 384 OF THE CODE OF IOWA, PROVIDING F'OR A
METHOD OF PAYMENT THEREOF, APPROVING LOAN AND DISBURSEMENT
AGREEMENT, AND OTHER RELATED MATTERS
WHEREAS, the City Council of the City of Dubuque, Iowa (the "City") has heretofore
established charges, rates and rentals for services which are and will continue to be collected as
system revenues of the Municipal Water Utility System, and said revenues are available for the
payment of water revenue bonds or notes,'subject to the following premises; and
WHEREAS, by Resolution No. 379-08 passed and approved on October 20, 2008 (the
"Master Resolution"), the City Council heretofore has authoizedthe issuance of $1,195,000
Water Revenue Capital Loan Notes, Series 2008D, for the purpose of financing the construction
of the Series 2008D Project described therein, and to pay related costs of issuance; and
WHEREAS, Issuer proposes to issue its Water Revenue Capital Loan Notes, Series 2019,
to the extent of $4,400,000, for the purpose of defraying the costs of the Series 2019 Projects as
set forth in Section I of this Resolutioni md, it is deemed necessary and advisable and in the best
interests of the City that a form of Loan and Disbursement Agreement by and between the City
and the Iowa Finance Authority, be approved and authorized; and
WHEREAS, notice of the intention of the City Council to take action for the issuance of
not to exceed $4,400,000 Water Revenue Capital Loan Notes has heretofore been dulypublished
and no objections to such proposed action have been filed, and the City therefore deems it
desirable to enter into a Loan and Disbursement Agreement and issue the Notes; and
WHEREAS, Section 8.3 of the Master Resolution authorizes the issuance of additional
Senior Bonds, including Senior SRF Bonds, by the City from time to time, if all of the conditions
set forth therein are satisfied; and
WHEREAS, the Council has determined to issue additional Senior SRF Bonds, and has
determined that, upon passage of this Series Resolution and receipt of the reports described in
Section 8.3 of the Master Resolution, all of the requirements of Article VIII of the Master
Resolution with respect to the issuance of additional Senior SRF Bonds will have been satisfied.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IN THE COLTNTY OF DUBUQUE, STATE OF IOWA:
-4-
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. Except as otherwise provided below in this Article I, all words
and terms defined in Article I of the Master Resolution shall have the same meanings in this
Series Resolution as such defined words and terms are given in Arlicle I of the Master
Resolution. In addition, the following terms shall have the foliowing meanings in this Series
Resolution unless the text expressly or by necessary implication requires otherwise:
"Agreement" shall mean Loan and Disbursement Agreement dated as of the
Closing between the City and the Original Purchaser relating to the Loan made to the
City under the Program.
'rcity' or "Issuer" shall mean the City of Dubuque, Iowa.
"Closing" shall mean the date of execution of the Agreement and delivery of the
Series 2019 Notes to the Original Purchaser and the funding of the Loan.
"Loan" shall mean the total principal amount allocated by the Original Purchaser
to the City under the Program, equal in amount to the aggregate principal amount of the
Series 2019 Notes.
"Master Resolution" means the City Council Resolution No. 379-08, passed and
approved on October 20,2008, entitled "Mastet Resolution relating to the issuance of
Water Revenue Bonds by the City of Dubuque, Iowa under the provisions of Chapter 3 84
of the Code of lowa, authorizing and providing for the issuance and securing the payment
of $1,195,000 Water Revenue Bonds, Series 2008D, providing for a method of payment
thereof, funding a Debt Service Reserve Fund, and related matters," as the same may be
amended from time to time.
"Original Purchaser" means the Iowa Finance Authority, as the purchaser of the
Series 2019 Notes from the City at the time of their original issuance.
"Program" shall mean the Iowa Drinking Water Works Financing Program
administered by the Original Purchaser.
"Series 2019 Notesrr means the $4,400,000 Water Revenue Capital Loan Notes,
Series 2019, dated the date of delivery, authorized to be issued pursuant to this Series
Resolution.
"Series 2019 Costs of Issuance Account" means the account by that name
within the Project Fund established in Section 5.1 of the Master Resolution.
"Series 2019 Projects" shall mean the Projects being financed with the proceeds
of the Series 2019 Notes, consisting of costs of acquisition, construction, reconstruction,
extending, remodeling, improving, repairing and equipping all or parl of the Municipal
-5-
Water System, including those costs associated with the Roosevelt Street water tower and
water distribution improvements project and the Eagle Point water treatment plant and
water distribution improvements ploject; and refunding the Water Revenue Capital Loan
Notes Anticipation Project Note, Series 2017, dated September 22,201J, as described
generally in the Agreement and more parlicularly in the plans and specifications on file
from time to time with the City Clerk.
"Series 2019 Projects Accountil means the account by that name within the
Project Fund estabiished in Section 5.1 of the Master Resolution.
"Series 2019 Rebate Account" means the account by that name within the
Rebate Fund established in section 6.10 0f the Master Resolution.
"Series Resolution" means this Resolution of the Council.
"Tax Exemption Certificate" means the Tax Exemption Certificate executed by
the Treasurer and delivered at the time of issuance and delivery of the Series 2019 Notes.
"Yield Restricted" shall mean required to be invested at a yield that is not
materially higher than the yield on the Notes under Section 1a8(a) of the Internal
Revenue Code or regulations issued thereunder.
ARTICLE II
THE SERIES 2019 Notes
Section 2.L. Series 201,9 Notes - Authorization and Purpose. Pursuant to the
provisions of the Master Resolution and in particular Section 8.3 thereof, there are hereby
authorized to be issued, negotiable, serial, fully registered Water Revenue Capital Loan Notes,
Series 2019, in the aggregate principal amount of $4,400,000, dated the date of delivery, for the
purpose of constructing the Series 2019 Projects and paying Project Costs relating thereto, and to
payrelated Costs of Issuance. The Series 2019 Notes shall be issued as Senior SRF Bonds under
ih" t"tt rs of the Master Resolution, shall be designated "CITY OF DUBUQUE, IOWA, WATER
REVENUE CAPITAL LOAN NOTES, SERIES 2019', and bear interest from the date hereof,
untii payment thereof, at the offrce of the Paying Agent, said interest payable on December 1,
2079 and semiarurually thereafter on the lst day of June and December in each year until
maturity at the rate hereinafter provided. The Council, pursuant to Sections 384.24A and 384.83
of the Code of Iowa, hereby finds and determines that it is necessary and advisable to issue said
Series 2019 Notes authorized by the Agreement and this Series Resolution.
The Series 2019 Notes and the Registrar's Certificate of Authentication shall be in
substantially the form set forth in Exhibit A attached hereto, with such variations, omissions,
substitutions and insertions as are required or permitted by this Seribs Resblution.
The Series 2019 Notes shall be executed by the manual or facsimile signature of the
Mayor and attested by the manual or facsimile signature of the City Clerk of the Council, and
shall be fully registered as to both principal and interest as provided in this Series Resolution;
-6-
principal, interest and premium, if any shall be payable at the office of the Paying Agent by
mailing of a check, wire transfer or automated clearing house system transfer to the registered
owner of the Bond.
The Series 2019 Notes shall be dated the date of delivery, and bear interest at the rate of
I.7 5% per annum from the date of each advancement made under the Agreement, until payment
thereof, at the offrce of the Paying Agent, said interest payable on December 1,2019, and semi-
annuaily thereafter on the 1st day of June and December in each year until maturity as set forth
on the debt service schedules attached to the Agreement as Exhibit A and incotporated herein by
this reference. As set forth on said debt service schedules, principal shall be payable on June 1,
2021 and, annually thereafter on the 1st day of June in the amounts set forth therein until
principal and interest are fully paid, except that the final installment of the entire balance of
principal and interest, if not sooner paid, shall become due and payable on June 1,2040.
Notwithstanding the foregoing or any other provision hereof, principal and interest shall be
payable as shown on said debt service schedules until completion of the Series 2019 Project, at
which time the final debt service schedules shali be determined based upon actuai advancements,
final costs and completion of the Series 2019 Project, all as provided in the administrative rules
governing the Program. Payment of principal and interest on the Series 2019 Notes shall at all
times conform to said debt service sand the rules of the Program.
In addition to the payment of principal of and interest on the Series 2019 Notes, the City
also agrees to pay the Initiation Fee and the Servicing Fee as defined and in accordance with the
terms of thle Agreement.
Section 2.2. Issuance of Series 20L9 Notes in Certificated Form. The Series 2019
Notes shall be irr,r"d ur botrdr in Anthorized Denominations and may, atthe request of the
Original Purchaser, be issued in the denomination of $ 1,000 or multiples thereof as a single Note
in the denomination of $4,400,000 and numbered R-1.
Section 2.3. Appointment of Reeistrar. The Treasurer is hereby appointed as Registrar
for the Series 2019 Notes under the terms of this Series Resolution.
Section 2.4. Execution. Authentication and Deliverv of the Series 2019 Notes. Upon
the adoption of this Resolution, the Mayor and City Clerk shall execute and deliver the Series
2019 Notes to the Registrar, who shall authenticate the same and deliver the same to or upon
order of the Original Purchaser. No such Series 2019 Note shall be valid or obligatory for any
purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly
endorse and execute on such Series 2019 Note a Certificate of Authentication substantially in the
form of the Certificate herein set forth. Such Certificate upon any such Series 2019 Note
executed on behalf of the Issuer shall be conclusive evidence that the Series 2019 Note so
authenticated has been duly issued under this Series Resolution and that the holder thereof is
entitled to the benefits of this Series Resolution.
7-
ARTICLE III
REDEMPTION OF BONDS
Section 3.1. Optional Redemption. The Series 2019 Notes are subject to optional
redemption at aprice of par plus accrued interest (i) on any date upon receipt of written consent
of the Original Purchaser or (ii) in the event that all or substantially all of the Series 2019
Projects are damaged or destroyed. Any optional redemption of the Series 2019 Notes may be
made from any funds regardless of source, in whole or from time to time in part, rn inverse order
of maturity, by giving not less than thirty (30) days notice of redemption by certified or
registered mail to the Original Purchaser (or any other registered ou'ner of the Series 2019
Notes). The terms of redemption shall be par, plus accrued interest to date of call. The Series
2019 Notes are also subject to mandatory redemption as set forth in Section 5 of the Agreement.
ARTICLE IV
DELIVERY AND APPLICATION OF PROCEEDS
Section 4.1. Annlication of Series 2019 Note Proceeds. The Series 2019 Notes shall be
delivered as provided in Sections 6.1 and 6.2 andthe proceeds thereof shall be applied as
follows:
(i)An amount sufficient to pay the Costs of Issuance of the Series 2019 Notes shall
be deposited into the Series 2019 Costs of Issuance Account.
(ii) The balance of proceeds shall be deposited into the Series 2019 Projects Account
of the Project Fund and applied thereafter to pay Project Costs of the Series 2019
Projects.
Section 4.2. No Adiustment to Debt Service Reserve Requirement. The Series 2019
Notes shall be issued as Senior SRF Bonds under the Master Resolution, and shall not be secured
by or payable from amounts held in the Debt Service Reserve Fund established in the Master
Resolution. Upon issuance of the Series 2019 Notes, the amount to be accumulated and
maintained in the Debt Service Reserve Fund shall not be increased, but shall continue to remain
equal to 100% of the Debt Service Reserve Requirement computed on a basis which includes all
Senior Bonds which will be Outstanding immediately after issuance of the Series 2019 Notes and
which are not Senior SRF Bonds.
ARTICLE V
TAX PROVISIONS
Section 5.1. Disposition of Bond Proceeds; Arbitrase Not Permitted. The City
reasonably expects and covenants that no use will be made of the proceeds from the issuance and
sale of the Series 2019 Notes issued hereunder which will cause any of the Series 2019 Notes to
be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Code, and
that throughout the term of said Series 2019 Notes it will comply with the requirements of said
statute and regulations issued thereunder.
-8-
To the best knowledge and belief of the City, 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 Series 2019 Notes will be used in a manner that would cause such bonds to
be arbitrage bonds. Without limiting the generality of the foregoing, the City hereby agrees to
comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax
Exemption Certificate are hereby incorporated by referencs as part of this Series Resolution.
The Treasurer is hereby directed to make and insert all calculations and determinations necessary
to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax
Exemption Certificate at issuance of the Series 2019 Notes to certifv as to the reasonable
expectations and covenants of the City atthat date.
The City covenants that it will treat as Yield Restricted any proceeds of the Series 2019
Notes remaining unexpended after three years from the issuance and any other funds required by
the Tax Exemption Certificate to be so treated. If any investments are held with respect to the
Series 2019 Notes, the City shall treat the same for the purpose of restricted yield as held in
proportion to the original principal amounts of each issue'
The City covenants that it will exceed any investment yield restriction provided in this
Series Resolution only in the event that it shall first obtain an opinion of bond counsel that the
proposed investment action will not cause the Series 2019 Notes to be classified as arbitrage
bonds under Section 1a8(a) and (b) ofthe Code.
The City covenants that it will proceed with due diligence to spend the proceeds of the
Series 2019 Notes for the purpose set forth in this Series Resolution. The City further covenants
that it will make no change in the use of the proceeds available for the construction of facilities
or change in the use of any porlion of the facilities constructed therefrom by persons other than
the City or the general public unless it has obtained an opinion of bond counsel or a revenue
ruling that the proposed project or use will not be of such character as to cause interest on any of
the Series 2019 Notes not to be exempt from federal income taxes in the hands of holders under
the provisions of the Code.
Section 5.2.Additional C ovenants finns and Wa rranties nf fhe Cifv
The City certifies and covenants with the purchasers and holders of the Series 2019 Notes from
time to time outstanding that the City through its officers, (a) will make such fuither 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 Cerlificate shall constitute apaft of the contract between the City and the owners
of the Series 2019 Notes; (c) consult with bond counsel (as defined in the Tax Exemption
Certificate); (d) pay to the United States, as necessary, such sums of money representing required
rebates of excess arbitrage profits relating to the Series 2019 Notes; (e) file such forms,
statements and supporting documents as may be required and in a timely manner; and (f) if
deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial
advisors, attorneys and other pelsons to assist the City in such compliance.
-9 -
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.L.Deliverv of es 2019 Notes. The City shall deliver the executed
Agreement and the Series 2019 Notes to the Original Purchaser at the price of par on the date of
Closing. Delivery of the executed Agreement and the Series 2019 Notes shall be made to the
Original Purchaser as soon as practicable after the effective date of this Series Resolution.
Section 6.2. Approval of Asreement. The Agreement in substantially the form
presented at this meeting of the Council are hereby authorized and approved, and the Mayor and
City Clerk are authorizedto execute and deliver the Agreement, with such changes therein as
such officials deem appropriate, for and on behalf of the City, such officers' signatures thereon
being conclusive evidence of such officials' and the City's approval thereof.
Section 6.3. General Authorization. From and after the date of adoption of this Series
Resolution, the officers, employees and agents of the City are hereby authorized to do all such
acts and things and to execute and deliver any and all other documents, agreements, certificates
and instruments relating to the Series 2019 Notes, the investment of the proceeds thereof and the
other transactions contemplated on the part of the City by this Series Resolution, including, but
not limited to, the Tax Exemption Certificate refened to in Section 5.1 hereof.
Section 6.4. Construction. Except to the extent set forth herein, all of the applicable
terms, conditions and provisions of the Master Resolution shall be deemed and construed to
apply to the Series 2019 Notes and are hereby incorporated by reference and made aparthereof
to the same extent as if fully set forth herein. Except as may otherwise be provided herein, the
Master Resolution shall remain in full force and effect.
Section 6.5. Severability. If any section, paragraph, or provision of this Series
Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the remaining
provisions.
Section 6.6.Reneal of C)rdinances or Resolutions and Effective I)ate
All other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of
this Series Resolution are, to the gxtent of such conflict, hereby repealed; and this Series
Resolution shall be in effect from and after its adoption.
-10-
PASSED AND APPROVED this 15th day of July, 2019.
Mayor
ATTEST:
0
- 11-
CERTIFICATE
STATE OF IOWA
COLINTY OF DUBUQUE
I, the undersigned City Cterk of Dubuque, Iowa, do hereby certify that attached is a true
and complete copy of the portion of the corporate records of said Municipality showing
proceedings of the Council, and the same is a true and complete copy of the action taken by said
Council with respect to said matter at the meeting held on the date indicated in the attachment,
which proceedings remain in full force and effect, and have not been amended or rescinded in
any way; that meeting and all action thereat was duly and publicly held in accordance with a
notice of meeting and tentative agenda, a copy of which was timely served on each member of
the Council and posted on a bulletin board or other prominent place easily accessible to the
public and clearly designated for that purpose at the principal office of the Council (a copy of the
face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the
provisions of Chapter 2I, Code of Iowa, upon reasonable advance notice to the public and media
at least twenty-four hours prior to the commencement of the meeting as required by said law and
with members of the public present in attendance; I further certify that the individuals named
therein were on the date thereof duly and lawfully possessed of their respective city offices as
indicated therein, that no Council vacancy existed except as may be stated in said proceedings,
and that no controversy or litigation is pending, prayed or threatened involving the incorporation,
organization, existence or boundaries of the City or the right of the individuals named therein as
officers to their respective positions.
my hand and the seal of said Municipality hereto affixed irli, .bfr day of
20r9
SS
)
)
)
City I owa
SEAL
-12-
E,XHIBIT A
REGISTERED
Certificate No. R-l
UNITED STATES OF AMERICA
STATE OF IOWA
COUNTY OF DUBUQUE
CITY OT DUBUQUE
WATER REVENUE CAPITAL LOAN NOTE
SERIES 2OI9
Final Maturitv Date
June L,2040
REGISTERED
Principal Amount $4,400,000
Note Date
August 9,2019
Interest Rate
1.750'/'
The City of Dubuque, Iowa, a municipal corporation organized and existing under and by
virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to
pay from the source and as hereinafter provided, to
IOWA FINANCE AUTHORITY
or registered assigns, the principal sum of FOUR MILLION FOUR RED THOUSAND
DOLLARS in lawful money of the United States of America, on the maturity dates and in the
principal amounts set forth on the Debt Service Schedule attached hereto and incorporated herein by
this reference, with interest on said sum from the date of each advancement made under a certain
Loan and Disbursement Agreement dated as of the date hereof until paid at the rate of L75o/o pet
annum, payable on December 1,2019, and semi-annually thereafter on the lst day of June and
Decembir in each year. As set forth on said Debt Service Schedule, principal shall be payable on
June 1, 202I and annually thereafter on the first day of June in the amounts set forth therein until
principal and interest are fully paid, except that the final installment of the entire balance of principal
and interest, if not sooner paid, shall become due and payable on June I,2040. Notwithstanding the
foregoing or any other provision hereof, principal and interest shall be pa;'able as shown on said Debt
Service Schedule until completion of the Project, at which time the final Debt Service Schedule shall
be determined and attached hereto based upon actual advancements, final costs and completion of the
Project, all as provided in the administrative rules governing the Iowa Drinking Water Facilities
Financing Program. Payment of principal and interest of this Note shall at all times conform to said
Debt Service Schedule and the rules of the Drinking Water State Revolving Fund Program.
Interest and principal shall be paid to the registered holder of the Note as shown on the
records of ownership maintained by the Registrar as of the 15th day of the month next preceding
such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-
day months.
This Note is issued pursuant to the provisions of Sections 384.24A and 384.83 of the Code of
Iowa, for the purpose of paying costs of acquisition, construction, reconstruction, extending,
remodeling, improving, repairing and equipping all or part of the Municipal Water System, including
those costs associated with the Roosevelt Street water tower and water distribution improvements
-13-
project and the Eagle Point water treatment plant and water distribution improvements project; and
refunding the Water Revenue Capital Loan Notes Anticipation Project Note, Series 2017, dated
September 22,2017 , and evidences amounts payable under a certain Loan and Disbursement
Agreement dated as of the date hereof, in conformity to a Master Resolution of the City Council of
said City duly passed and approved on October 20,2008 (the "Master Resolution") and a Series
Resolution of the City Council of said City duly passed and approved on July 15,2019 (the "Series
Resolution"). For a complete statement of the revenues and funds from which and the conditions
under which this Note is payable, a statement of the conditions under which additional series notes or
bonds of equal standing may be issued, and the general covenants and provisions pursuant to which
this Note is issued, reference is made to the above-described Loan and Disbursement Agreement, the
Master Resolution and the Series Resolution.
This Note is one of the Series 2019 Notes authorized for issuance in the Series Resolution.
Capitalizedterms not defined herein shall have the meanings given to them in the Series Resolution
or Master Resolution.
This Note is subject to optional redemption at a price of par plus accrued interest (i) on any
date upon receipt of written consent of the Iowa Finance Authority or (ii) in the event that all or
substantially all of the Project is damaged or destroyed. Any optional redemption of this Note may
be made from any funds regardless of source, in whole or from time to time in part, in inverse order
of rnaturity, by lot by giving thirty (30) days'notice of redemption by certified or registered mail, to
the Iowa Finance Authority (or any other registered owner of the Note). This Note is also subject to
mandatory redemption as set forth in Section 5 of the Agreement.
Ownership of this Note may be transferred only by transfer upon the books kept for such
purpose by the Director of Finance and Budget/City Treasurer, City of Dubuque, Iowa the Registrar.
Such transfer on the books shall occur only upon presentation and sumender of this Note at the office
of the Registrar, together with an assignment duly executed by the owner hereof or his duly
authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to
substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered
Noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform
Commercial Code and subject to the provisions for registration and transfer contained in the Note
Resolution.
This Note and the series of which it forms apart, other obligations ranking on a parity
therewith, and any additional obligations which may be hereafter issued and outstanding from time to
time on aparity with said Notes as Senior Bonds under the Master Resolution, are payable from and
secured by a pledge of the Net Revenues of the municipal water utility (the "System"), as defined and
provided in the Master Resolution. There has heretofore been established and the City covenants and
agrees that it will maintain just and equitable rates or charges for the use of and service rendered by
said System in each year for the payment ofthe proper and reasonable expenses ofoperation and
maintenance of said System and for the establishment of a sufficient sinking fund to meet the
principal of and interest on this series of Notes, and other obligations ranking on a parity therewith,
as the same become due. This Note is not payable in any manner by taxation and under no
circumstances shall the City be in any manner liable by reason of the failure of said Net Revenues to
be sufficient for the payment hereof.
-14-
The Issuer has covenanted and hereby covenants and agrees at all times while any Senior
Bonds are Outstanding and unpaid to budget for and collect amounts in respect of the use of the
System fully sufficieni at alltimes to: (i) provide for 100% of the budgeted Operation and
Maintenance Expenses of the System and (ii) produce Net Revenues in each Fiscal Year which will:
(a) equal at least lI0% of the Debt Service Requirement on all Senior Bonds then Outstanding for
the year of computation, (b) enable the Issuer to make all required payments, if any, into the Debt
Service Reserve Fund and the Rebate Fund, (c) enable the Issuer to accumulate an amount which, in
the judgment of the Council, is adequate to meet the costs of major renewals, replacements, repairs,
additions, betterments and improvements to the System, necessary to keep the same in good
operating condition or as is required by any governmental agency having jurisdiction over the
System, and (d) remedy all deficiencies in required payments into any of the funds and accounts
established under the Master Resolution from prior Fiscal Years'
The Master Resolution contains a more particular statement of the covenants and provisions
securing the Senior Bonds, the conditions under which the owner of this Note may enforce covenants
(other than the covenant to pay Principal of and interest on this Note when due from the sources
provided, the right to enforce which is unconditional), the conditions upon which additional Senior
Bonds may be issued on a parity or achieve parity status with this Note under the Master Resolution,
and the conditions upon which the Master Resolution may be amended with the consent of the
owners of not less than two-thirds in aggregate Principal amount of the Bonds Outstanding or the
issuer of any Credit Facility, if any, of such Bonds. Upon the occurence of an Event of Default
under the Master Resolution, the owner of this Note shall be entitled to the remedies provided by the
Master 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 Note, have been existent, had, done and performed as
required by law.
IN TESTIMONY WHEREOF, said City by its City Council has caused this Note to be
signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile
signature of its City Clerk, with the seal of said City impressed hereon, and authenticated by the
manual or facsimile signature of an authorized representative of the Registrar, the City Treasurer of
the City of Dubuque, Iowa, all as of the day of 2019
- 15 -
Date of authentication CITY OF DUBUQUE, STATE OF IOWA
This is one of the Notes described in the within
mentioned Resolution, as registered by the City By:
Treasurer Mayor
CITY TREASURER, Registrar
ATTEST:
By:
Authorized Signature
City Clerk
(sEAL)
Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No the within
Note and does hereby irrevocably constitute and appoint attorney in
to transfer the said Note on the books kept for registration of the within Note, with full power of
substitution in the premises.
By:
)
fact
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 Note(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*
Partnership
Corporation
Trust
*If the Note is to be registered in the names of multiple individual owners, the names of all such owners
and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Note, shall be
construed as though written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA TINIF 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
01 605 1 85-1\1 0422-197
-17 -
Estimated Amortization Schedule
City of Dubuque
Water Revenue Bond
FS-31-19-DWSRF-014
Loan Closing
Final Disbursement
lniliotion Fee - Aug 9, 2019
P & D Poyoff - Aug 9, 2019
Estimoted Drow #l- Aug 9,2019
Estimoled Drow #2- SeP 27,2019
Eslimoted Drow #3- Nov 15, 2019
Eslimoted Drow #4- Jon 3, 2020
Eslimoted Drow #5- Feb2l,2O2O
Eslimoled Drow #6- Apr 10,2020
Estimoled Drow #7- Moy 29,2020
Estimoled Drow #B- Jul 17,2020
Estimoled Drow #9- Sep 4,2020
Eslimoted Drow #10- Ocl23,2020
Held for Finol Docs - Nov 20. 2020
Totol Looned Amounl
SRF
STATE
FiYJLVIiltJ iLiIJI
Final l\/aturity Date
Loan Period in Years
Total Loaned Amount
0.5%.lnitiation
Nel Proceeds to
Annual lnlerest
Tolal
Servicing Fee
Total Servicing
Total Loan Costs
Auq 9, 2019
Nov 20, 2020
Jun 1,2040
20
$ 4,400,000.00
22,000.00
$ 4,378,000.00
1.75o/a
$ 878,081.77
0.25%
$ 125,440.26
$ 1,025,522.03
22,000.00
444,162.62
375,5a3.74
375,583.74
375,583.74
375,583.74
375,583.74
375,583.74
375,583.74
375,583.74
375,583.74
375,583.74
1 78,000.00
4,400,000.00
Payment Beginning
Balance
Servicing Total Loan
PavmentPrincipallnterestFee
Total Annual Debt
Service
Ending
BalanceDate
Dec 1,2019
Jun 1,2020
Dec 1,2O2o
Jyn 1:2021
Dec 1,2021
Jyn 1,2O2?
Dec 1,2022
Jun l,2023
1,217,330.10
2,71 9,665.05
4,222,OO0.00
4,400,000.00
5,751.32
1e,699:12
31,848.65
38,595.1 8
36,916.25
36,916.25
35,297.50
35,297.50
33,652.50
821.62 6,572.94
22,501.85 29,074.
'1,217,330.10
2,71 9,665.05
181
4,549.81
5,513.60
36,398.46 4,222,OOO.00
4,21 9,000.001 08.78 261 .24
42,190.00 4,21 9,000.00
4,034,000.00190.00 269,380.00
40,340.00 4,034,000.00
- _ q q4qrq00:00' 3,846,000.00
268,680.00
38,460.00
230,460.00 268,920.00 3,654,000.00
Dec 1,2023
Jun 1,2024
Dec 1 ,2024
Jun l. 2025
Dec 1,2025
Jun 1, 2026
Dec 1,2026
Jun 1,2027
Dec 1,2027
Jun 1-,2028
Dec 1. 2028
4,219,000.00
4,219,000.00
4,034,000.00
.4.034p0_0:00
3,846,000.00
3,846j00q:_oo
3,654,000.00
5,273.75
5,273.75185,000.00
188,000.00
192,000.00
196,000.00
5,042.50
5,042.50
4,807.50
4,807.50
31,972.50 4,567.50 36,540.00 3,654,000.00
3,1,_e_7_?:9o _ _1,592,!9 _ z:t?p!oI_o -,- - _2qe-pqq:0_0 3,1P,0q9.99__3r654,00_q.0q
3,458,000.00
3,458,000.00
3,258,000.00
3,054,000.00
3,051,00q:90_
2,846,000.00
30,257.50 4,322.50
2oo,0go:og 90,2q7:5-0, 4p2?.1:o
28,507.50
28,507.50
4,072.50
-!.97?'5:o3,817.50
3,817.50
32,580.00
236,580.00 269,1 60.00
3,458,000.00
, 3,?5q,qo9 00
3,258,000.00
3,054,000.00204,000.00
208,000.00
34,580.00
234,580.00 1 60.00
26,722.50 30,540.00
_48,510.q0 _
28,460.00
2!2-,?+o W
24,180.00
245,1 80.00
3,054,000.00
269,080.00
21 2,000.00
24,902.50
902.50
3,557.50
3,557.50 ?49,19!.q0 268
26,340.00
2,846,000.00
2,634,000.00
?,418p-0qr9o,
2,418,000.00
2,1
2,1 97,000.00
1,972,000.00
,920.00Jun1,,2029 .2,846,000.00
Dec1,2029 2,634,000.00
Jun1,2030 2,634,000.00
Dec1,2030 2,418,000.00
21 6,000.00
221,000.oo
23,047.50
2:3!947.59
21 ,157.50
21 ,157.50
3,292.50
3,?9?,90
3,022.50
1,9??,!0
2,746.25
268,680.00
Jun 1, 203'1 . - 2r118490_:9q
Dec1,2031 2,197,000.00 19,223.75
19,223.75
21,970.00
246,970.001 97,000.00
Dec 1, 2032 1 ,972,000.00
_Jun1,2033 1,sl?,0_00.00 230
17,255.00 2,465.00 19,720.00 1,972'000.00
17r?5?.9.0 , ?,!69po- - _ 24_e:/29:99 __ 26e,14!jq:o- _ _ 1,74?q!q.90 .
Dec 1, 2033
Jun 1,2034
1,742,000.00
1,742,000.00
2,177.50
2,177.50
17,420.00
251,420.OO 268,840.00
1,742,000.00
'1,508,000.00
Dec 1, 2034
Jun 1, 2035
'1,508,000.00
15,242.50
15,24L50
1 3,1 95.00
__r31e!,99
11.103.75
1,885.00
,11885:-00
1,586.25
1,586.25
15,080.00
239,000.00 269,1 60.00
1,508,000.00
1 ,269,000.00
Dec 1,2035
Jun 1.2036
Dec 1, 2036
Jun 1 . 2037
Dec 1, 2037
Jun 1,2038
Dec 1, 2038
Jun 1 , 2039
1 ,269,000.00
1r?69:09_09q
1,025,000.00
776,000.00
776,000.00
523,000.00
523,000.00
1 2,690.00 1,269,000.00
244,000.00 269,380.00 g?9i990.q0
1,025,000.00 249,000.00 8,968.75 I L291:2? _?q9:as0i0g__269,500.00
8,968.75 1,281.25 10,250.00 1,025,000.00
776,000.00
776,000.00
268r_5?9.q0 52-1qq0.90
523,000.00
264,000.00
Dec 1, 2039
Jun 1, 2040
264,000.00
264,000.00
253,000.00
259,000.00
6,790.00
6,790.00
4,576.25
4,576.25
970.00
970.00
7,760.00
260,760.00
5,230.00
264,230.00
bcJ. /c
653.75
2,310.00
2,310.00
2,640.00
266,640.00
264,000.00
0.00
As of 6/2812019
264,000.00
330.00
330.00
INVESTING IN IOWA'S WATER
w.iowasrf.com
LOAN AND DISBURSEMENT AGREEMENT
$4,400,000 WATER REVENUE CAPITAL LOAN NOTES, SEzuES 2019 (IOWA DzuNKING
WATER FACILITIES FINANCiNG PROGRAM) (ROOSEVELT/EAGLE POINT)
This Loan and Disbursement Agreement (the "Agreement") is made and entered into as of
August g,2019 by and between the City of Dubuque, Iowa (the "Participant") and the Iowa
Finance Authority, an agency and public instrumentality of the State of Iowa (the "Issuer").
WHEREAS, the Issuer, in cooperation with the Iowa Department of Natural Resources
(the "Department"), is authorized to undertake the creation, administration and financing of the
Iowa Drinking Water Facilities Financing Program (the "Program") established in Iowa Code
Sections 16.i31 through i6.135 and Sections455B.29l through 455B.299,including, among other
things, the making of loans to Water Systems for purposes of the Program; and
WHEREAS, the Participant desires to participate in the Program as a means of financing
all or part of the construction of certain drinking water treatment facilities serving the Parlicipant
and its residents; and
WHEREAS, to assist in financing the Project (defined herein), the Issuer desires to make
a loan to the Participant in the amount set forth in Section 2 hereof;
NOW, THEREFORE, the parties agree as follows:
Section 1. Definitions. In addition to other definitions set forth herein, the following
terms as used in this Agreement shall, unless the context clearly requires otherwise, have the
following meanings:
(a) "Bonds" shall mean any State Revolving Fund Revenue Bonds that were or
in the future are issued by the Issuer for the purpose of providing moneys to finance the
Loan to the ParticiPant.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended, and all
lawfuliy promulgated regulations thereunder.
(c) "Project" shall mean the particular construction activities approved by the
Deparlment and being undertaken by the Participant with respect to the operation or
infrastructure of the Water System for the purpose of providing safe drinking water to the
customers thereof, as described in the Resolution'
(d) "Regulations" shall mean the administrative rules of the Department
relating to the Program, set forlh in Title 567 , Chapter 44 of the Iowa Administrative Code,
and the administrative rules of the Issuer relating to the Program set forth in Title 265,
Chapter 26 of the Iowa Administrative Code.
(e) "Resolution" shall mean the resolution of the City Council of the
Participant, adopted on July 15, 2019, approving and authorizing the execution of this
Agreement and the issuance of the Revenue Bond (as defined herein).
06/23120t6I
(0 "Water System" shall mean the drinking water system of the Participant, all
facilities being used in conjunction therewith and all appuftenances and extensions thereto,
including but not limited to the water facilities which the Participant is financing under this
Agreement.
Section 2. Loan: Purchase of Revenue Bond. The Issuer agrees to purchase a duly
authorized and issued water revenue bond or capital loan note of the Participant (the "Revenue
Bond") in order to make a loan to the Participant, and will disburse proceeds as set forth herein'
The Participant agrees to borrow and accept from the Issuer, a loan in the principal amount of
$4,400,000 (the "Loan").
The Participant shall use the proceeds of the Loan strictly (a) to finance a porlion of the
costs of construction of the Project and (b), where applicable, to reimburse the Participant for a
portion of the costs of the Project, which portion was paid or incurred in anticipation of
ieimbursement through the Program and which is eligible for such reimbursement under and
pursuant to the Regulations and the Code.
Section 3. Disbursements. Proceeds of the Loan shall be made available to the
Participant in the form of one or more periodic disbursements as provided in this Section. The
Issuer thereafter shall make disbursements of a portion of the Loan for payment of costs of the
Project upon receipt of the following:
(a) a completed payment request on a form acceptable to and available from
the Issuer;
(b) current construction payment estimates;
(c) engineering service statements;
(d) purchase orders or invoices for items not included within other contracts;
and
(e) evidence that the costs for which the disbursement is requested have been
incurred.
Solely with respect to the request for the final disbursement of proceeds of the Loan, the
Participant shall submit to the Issuer (via the Department), in addition to items (a) through (e)
above, a certification of completion and acceptance of the Project by the Participant or evidence
of an acceptable settlement if the Project is subject to a dispute between the Participant and any
contractor.
Disbursements shall be made in a timeiy fashion following the receipt of the information
as set forlh above. Unless otherwise agreed to in writing by the Issuet, funds shall be payable to
the Participant via automated clearinghouse system transfer to the account specified by the
Parlicipant.
Section 4. Completion of Project. The Participant covenants and agrees (i) to exercise
its best efforts in accordance with prudent water treatment utility practices to complete the Project;
2
and (ii) to provide from its own fiscal resources all monies, in excess of the total amount of Loan
proceeds it receives under the Agreement, required to complete the Project.
Section 5.tof of The Participant's
obligation to repay the Loan and interest thereon shall be evidenced by the Revenue Bond in the
principal u-onnt of the Loan, complying in all material respects with the Regulations and being
in substantially the form set forth in the Resolution. The Revenue Bond shall be delivered to the
Issuer as the original purchaser and registered holder thereof at the closing of the Loan. The
Revenue Bond shall be accompanied by a legal opinion of bond counsel, in form satisfactory to
the Issuer, to evidence the legality, security position and tax-exempt status of interest on the
Revenue Bond. The parties agree that apayment of principal of or interest on the Revenue Bond
shall be deemed to be a payment of the same on the Loan and a payment of principal of or interest
on the Loan shall be deemed to be a payment of the same on the Revenue Bond. Unless otherwise
agreed to in writing by the Issuer, all payments of principal and interest due under the Loan shall
be made via automated clearinghouse transfer, ftom an account specified by the Participant'
The Revenue Bond shall be dated the date of delivery to the Issuer, with interest and the
Servicing Fee (together, the "Interest Rate" as set forth in Section 6 hereof) payable semiannually
on June 1 and December I of each year (unless the resolution authorizing a previous series of
outstanding bonds on a parity inith the Revenue Bond requires interest to be paid on other interest
payment dates, in which case such other dates shall apply) from the date of each disbursement of
a part of the Loan from the Issuer to the Participant (which are initially expected to be on
approximately the dates set forth on Exhibit A attached hereto and incorporated herein). The first
tepay-ent of principal of the Loan shall be due and payabie not later than one year after substantial
"ompletiotr
of th. project and payments of principal, interest and the Servicing Fee shall continue
thereafter until the Loan is paid in fuIl. Following the final disbursement of Loan proceeds to the
participant, Exhibit A shall be adjusted by the Issuer, with the approval of the Participant, based
upon actual disbursements to the Participant under the Agreement. Such revised Exhibit A
thereafter shall be deemed to be incorporated herein by reference and made apafihereof and shall
supersede and replace that initially attached hereto and to the Revenue Bond.
The Revenue Bond shall be subject to optional redemption by the Participant at a price of
par plus accrued interest (i) on any date upon receipt of written consent by the Issuer, or (ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any such optional
redemption of the Revenue Bond by the Participant may be made from any funds regardless of
,o,n"i in whole or from time to time in part, upon not less than thirty (30) days notice of
redemption by e-mail, facsimile, certified or registered mail to the Issuer (or any other registered
owneiof the Revenue Bond). The Revenue Bond is also subject to mandatory redemption in the
event the costs of the Project are less than initially projected, in which case the amount of the Loan
shall be reduced to an amount equal to the actual Project costs disbursed. The Participant and the
Issuer agree that following such adjustment, the principal amount due under the Revenue Bond
shall be automatically reduced to equal the principal amount of the adjusted Loan.
The Revenue Bond and the interest thereon and any additional obligations as may be
hereafter issued and outstanding from time to time under the conditions set forth in the Resolution
shall be payable solely and only from the Net Revenues (as defined in the Resolution) of the Water
System of in" Participant, a sufficient portion of which has been and shall be ordered set aside and
J
pledged for such purpose under the provisions of the Resolution. Neither this Agreement nor the
R",r.tt r" Bond is a general obligation of the Participant, and under no circumstance shail the
participant be in any manner liable by reason of the failure of the aforesaid Net Revenues to be
suffrcient to pay the Revenue Bond and the interest thereon or to otherwise discharge the
Parlicipant' s obligation hereunder.
Section 6 Fee . (a) The Participant agrees
to pay to the Issuer, as additional consideration for the Loan, a loan initiation fee (the "Initiation
Fee"jequal to one half of one percent (0.50) of the amount of the Loan($22,000), which shail be
due anilpayable on the date of this Agreement. Unless the Issuer shall be otherwise notified by
the Participant that the Parlicipant intends to pay such Initiation Fee from other funds, and has
received such other funds from the Participant on the date hereof, the Issuer shall be authorized to
deduct the full amount of the Initiation Fee from the proceeds of the Loan being made hereunder,
and such deduction by the Issuer shall be deemed to be an expenditure by the Parlicipant of the
Loan proceeds.
(b) The Parlicipant agrees to pay a Loan servicing fee (the "Servicing Fee") to the Issuer
in an amount equal to 0.25o/o per annum of the principal amount of the Loan outstanding. The
Servicing Fee shall be paid as described in Section 5 and Section 6(c) hereof.
(c) The Loan shall bear interest at 1 .75o/oper annum (the "Rate"). As described in Section
5, payments hereunder shall be calculated based on the Rate plus the Servicing Fee (such 2.00yo,
the "Interest Rate").
Section 7 f-^mnlicncc -"i+h A nnli cable T.aurq onne TT nder Loan A craamanf
Rates. The Participant covenants and agrees (i) to comply with all applicable State of Iowa and
iederal laws, rules and regulations (including but not limited to the Regulations), judicial decisions,
and executive orders in the performance of the Agreement and in the financing, consttuction,
operation, maintenance and use of the Project and the Water System; (ii) to maintain its Water
System in good repair, working order and operating condition; (iii) to cooperate with the Issuer in
the observance and performance of its respective duties, covenants, obligations and agreements
under the Agreement; (iv) to comply with all terms and conditions of the Resolutiorr; and (v) to
establish, levy and collect rents, rates and other charges for the products and services provided by
its Water System, which rents, rates and other charges shall be at least sufficient (A) to meet the
operation and maintenance expenses of such Water System, (B) to produce and maintain Net
Revenues at a level not less than 1l\oh of the amount of principal andinterest onthe Revenue
Bond and any other obligations secured by a pledge of the Net Revenues falling due in the same
year, (C) to comply with all covenants pertaining thereto contained in, and all other provisions of,
any bond resolution, trust indenture or other security agreement, if any, relating to any bonds or
other evidences of indebtedness issued or to be issued by the Participant. (D) to pay the debt service
requirements on any bonds, notes or other evidences of indebtedness, whether now otttstanding or
incurred in the future, secured by such revenues or other receipts and issued to finance
improvements to the Water System and to make any other payments required by the laws of the
State of Iowa, (E) to generate funds sufficient to fulfill the terms of all other contracts and
agreements made by the Participant, including, without limitation, the Agreement and the Revenue
Bond and (F) to pay all other amounts payable from or constituting a lien or charge on the operating
revenues of its Water System.
4
Section 8 Exclusion of Interest from Gross Income. Unless otherwise agreed to by
the Issuer in writing, the Participant covenants and agrees as follows:
(a) The Participant shall not take any action or omit to take any action which
would result in a loss of the exclusion of the interest on the Bonds from gross income for
federal income taxation as that status is governed by Section 103(a) of the Code.
(b) The Participant shall not take any action or omit to take any action, which
action or omission would cause its Revenue Bond or the Bonds (assuming solely for this
purpose that the proceeds of the Bonds loaned to the Parlicipant represent ail of the
proceeds of the Bonds) to be "private activity bonds" within the meaning of Section 141(a)
of the Code. Accordingly, unless the Parlicipant receives the prior written approval of the
Issuer, the Parlicipant shall not (A) permit any of the proceeds of the Bonds loaned to the
Participant or the Project firlanced with such proceeds to be used, either directly or
. indirectly, in any manner that would constitute "private business use" within the meaning
of Section 141(bX6) of the Code, taking into account for this purpose all such use by
persons other than governmental units on an aggregate basis, (B) use, either directly or
indirectly, any of the proceeds of the Bonds loaned to the Participant to make or finance
loans to persons other than goveffrnental units (as such term is used in Section 141(c) of
the Code) or (C) use, either directly or indirectly, any of the proceeds of the Bonds loaned
to the Participant to acquire any "non-governmental output properly" within the meaning
of Section 141(d)(2) ofthe Code.
(c) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds (or amounts replaced with such proceeds) or any other funds or take
any action or omit to take any action, which use or action or omission would (assuming
solely for this purpose that the proceeds of the Bonds loaned to the Participant represent
all of the proceeds of the Bonds) cause the Bonds to be "arbitrage bQnds" within the
meaning of Section 148(a) of the Code.
(d) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to pay the principal of or interest on any issue of State or local
governmental obligations ("refinancing of indebtedness") unless the Participant shall
establish to the satisfaction of the Issuer that such refinancing of indebtedness will not
adversely affect the exclusion from gross income of interest on the Bonds for federal
income tax purposes and the Parlicifant delivers an opinion to such effect of bond counsel
acceptable to the Issuer.
(e) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to reimburse the Participant for any portion of the cost of the Project
unless such cost was paid or incurred by the Participant in anticipation of reimbursement
from the proceeds of the Bonds or other State or local governmental bonowing in
accordance with the Code, published rulings of the Internal Revenue Service and the
Regulations.
(0 The Participant shall not use the proceeds of the Bonds (assuming solely for
this purpose that the proceeds of the Bonds loaned to the Participant represent all of the
5
proceeds of the Bonds) in any manner which would cause the Bonds to be "federally
guaranteed" within the meaning of Section 1a9@) of the Code or "hedge bonds" within the
meaning of Section IagG) of the Code.
(g) The Participant shall comply with all provisions of the Code relating to the
rebate of uny profits from arbitrage attributable to the Participant, and shall indemnify and
hold the Issuer harmless therefrom.
Section 9. Insurance; Audits: Disposal of Property. The Participant covenants and
agrees (a) to maintain insurance on, or to self-insure, the insurable porlions of the Water System
ol a kind and in an amognt which normally would be carried by private companies engaged in a
similar type of business, (b) to keep proper books and accounts adapted to the Water System,
showing the complete and correct entry of all transactions relating thereto, and to cause said books
and accounts to be audited or examined by an independent auditor or the State Auditor (i) at such
times and for such periods as may be required by the federal Single Audit Act of 1984, OMB
Circular A-133 or State law, and (ii) at such other times and for such other periods as may be
requested at any time and from time to time by the Issuer (which requests may require an audit to
be performed for a period that would not otherwise be required to be audited under State law), and
(c) not to sell, lease or in any manner dispose of the Water System, or any capital part thereof,
including any and all extensions and additions which may be made thereto, until the Revenue Bond
shall have been paid in full or otherwise discharged as provided in the Resolution; provided,
however, that the Participant may dispose of any property which in the judgment of its governing
body is no longer useful or profitable to use in connection with the operation of the Water System
or essential to the continued operation thereof'
Section 10. Maintenance of Documents: Access. The Participant agrees to maintain its
project accounts in accordance with generally accepted accounting principles ("GAAP") as issued
ty ifr. Governmental Accounting Standards Board, including GAAP requirements relating to the
reporting of infrastructure assets.
The Participant agrees to permit the Issuer or its duly authorized representative access to
all files and documents relating to the Project for purposes of conducting audits and reviews in
accordance with any of the Regulations.
Section 1 1. Continuing Disclosure. As a means of enabling the Issuer to comply with
the "continuing disclosure" requirements set forth in Rule l5c2-12 (the "Rule") of the Securities
and Exchange Commission, the Participant agtees, during the term of the Loan, to provide the
Issuer with (i) the comprehensive audit report of the Participant, prepared and certified by an
independent auditor or the State Auditor not later than twelve months after the end of each fiscal
year for which the reporl was prepared and (ii) such other information and operating data as the
Issuer may reasonably request from time to time with respect to the Water System, the Project or
the Participant.
The Participant hereby consents to the inclusion of all or any portion of the foregoing
information and materials in a public filing made by the Issuer under the Rule. The Participant
agrees to indemnify and hold harmless the Issuet, and its officers, directors, employees and agents
from and against any and all claims, damages, losses, liabilities, reasonable costs and expenses
6
whatsoever (including attorney fees) which such indemnified party may incur by reason of or in
connection with the disclosure of information permitted under this Section; provided that no such
indemnification shall be required for any claims, damages, losses, liabilities, costs or expenses to
the extent, but only to the extent, caused by the willful misconduct or gross negligence of the Issuer
in the disclosure of such information.
Section 12. Events of Default. If any one or more of the following events occur, it is
hereby defined as and declared to constitute an "Event of Default" under this Agreement:
(a) Failure by the Participant to pay, or cause to be paid, any Loan repayment
(including the Servicing Fee) required to be paid under this Agreement when due, which
failure shall continue for a period of fifteen (15) days.
(b) Failure by the Parlicipant to make, or cause to be made, any required
payments of principal, redemption premium, if any, and interest on any bonds, notes or
other obligations of the Participant (other than the Loan and the Revenue Bond), the
payment of which are secured by operating revenues of the Water System.
(c) Failure by the Participant to observe and perform any duty, covenant,
obligation or agreement on its part to be observed or perfotmed under the Agreement or
the Resolution, other than the obligation to make Loan repayments, which failure shall
continue for a period of thirty (30) days after written notice, specifying such failure and
requesting that it be remedied, is given to the Participant by the Issuer, unless the Issuer
shall agree in writing to an extension of such time prior to its expiration or the failure stated
in such notice is correctable but cannot be corrected in the applicable period, in which case
the Issuer may not unreasonably withhold its consent to an extension of such time up to
one hundred twenty (120) days from the delivery of the written notice referecl to above if
corrective action is commenced by the Participant within the applicable period and
diligently pursued until the Event of Default is corrected'
Section 13. Remedies on Default. Whenever an Event of Default shall have occurred
and be continuing, the Issuer shall have the right to take any action authorized under the
Regulations, the Revenue Bond or this Agreement and to take whatever other action at law or
equity may appear necessary or desirable to collect the amounts then due and thereafter to become
due under the Agreement or to enforce the performance and observance of any duty, covenant,
obligation or agreement of the Participant under the Agreement or the Resolution.
Section 14. Amendments. This Agreement may not be amended, supplemented or
modified except by a writing executed by all of the parties hereto.
Section 15. Termination. The Participant understands and agrees that the Loan may be
terminated at the option of the Issuer if construction of the Project has not commenced within one
year of the date of execution of this Agreement, all as set forth in the Regulations.
Section 16. Rule of Construction. This Agreement is executed pursuant to the
provisions of Section 384.24A of the Code of Iowa and shall be read and construed as conforming
to all provisions and requirements of that statute.
l
In the event of any inconsistency or conflict between the terms and conditions of the
Revenue Bond and this Agreement or the Regulations, the parties acknowledge and agree that the
terms of this Agreement or the Regulations, as the case may be, shall take precedence over any
such terms of the Revenue Bond and shall be controlling, and that the payment of principal and
interest on the Loan shall at all times conform to the schedule set forth on Exhibit A, as adjusted,
and the Regulations.
Section 17. Federal Requirements. The Partici pant agrees to comply with all applicable
federal requirements including, but not limited to, Davis-Bacon wage requirements and the
requirements relating to the use of American iron and steel products.
Section 18. Repa)rment of Planning and Design Loan. The Participant entered into an
Interim Lobn and Disbursement Agreement with the Issuer to provide funds to pay the costs of
planning and designing the Project. The Parlicipant agrees to repay the Interim Loan and
Disbursement Agreement on the date of this Agreement. Unless the Participant notifies the Issuer
that the Participant intends to repay the Interim Loan and Disbursement Agreement from other
funds, and the Issuer has received such other funds from the Participant on the date hereof, the
Issuer shall be authorized to deduct the full amount due under the Interim Loan and Disbursement
Agreement from the proceeds of the Loan being made hereunder, and such deduction by the Issuer
shall be deemed to be an expenditure by the Participant of the Loan proceeds.
8
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
CITY OF DUBUQ IOWA
0,lJ
Attest:
City
By:
Mayor
fParticipant Signature Page to LDA]
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
IOWA FINANCE AUTHORITY
[IFA Signature Page to LDA]
01605147 -t\10422-197
EXHIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
A-1
Estimated Amortization Sched ule
City of Dubuque
Water Revenue Bond
FS-31-19-DWSRF-014
Loan Closing
Final Disbursement
lnitiotion Fee - Aug 9, 2019
P&DPoyoff- Aug9'2019
Estimo'ied Drow #l- Aug 9,2019
Estimoted Drow #2- SeP 27,2019
Estimoled Drow #3- Nov 15,2019
Estimoted Drow #4- Jon 3,2020
Eslimoted Drow #5- Feb 2l,2O2O
Estimoted Drow #6- APr'10.2020
Estimoled Drow #7- MoY 29,2020
Eslimoted Drow #8- Jul 17 ,2020
Estimoled Drcw #9- SeP 4,2020
Eslimoted Drow #10- Oc|23,2020
Held for Finol Docs - Nov 20,2020
Tolol Looned Amounl
SRF
STATE
fii!',ri]|vli\;6 !Llllrj
Final Maturity Date
Loan Period in Years
Total Loaned
0.5% lnitiation
Net Proceeds to
Annual lnterest
Total
Servicing Fee Rate
Total Servicing Fees
Total Loan Costs
Auq 9, 20'19
Nov 20, 2020
Jun 1,2o4o
20
$ 4,400,000.00
22,000.00
$ 4,378,000.00
1.75%
$ 878,081.77
0.25%
$ 125,440.26
$ 1,025,522.03
22,000.00
444,162.62
375,583.74
375,583.74
375,583.74
375,583.74
375,583.74
375,583.74
375,583.74
375,583.74
375,583.74
37s,583.74
178,000.00
4,400,000.00
Principal I nterest
Servicing Total Loan
Fee Pavment
Total Annual Debt
Service
EndingPaymentBeginning
Balance BalanceDate
Dec 1, 2019 1,217,330.10 5,751'32 821'62 6'572'94 1'217'330''10
Dec 1 ,2020 4,222,OOO OO 31,848'65 4'549'81 36'398 46 4'222'000 00
Dec1,2O21 4,219,000.00 36,916'25 5'273'75 42'190'OO 4'219'000'00
Jun 1,2022 1,?19,oog.og 185,000.00 36!916 ?5 5'2!3:75 227 19o 99 269'380'00 4 0?t'qgq:90
Dec 1 , 2022 4,O34,OOO.OO 35,297 50 5'042 50 40'340 00 4'034'000'00
Dec 1,2023 3,846,000.00 33,652 50 4'807 50 38'460 00 3'846'000 00
Dec 1 , 2024 3,654,000.00 31 '972 50 4'567'50 36'540 00 3'654'000 00
Dec 1 ,2025 3,458,000.00 30,257 '5O 4'322 50 34'580 00 3'458'000 00
Dec 1, 2026 3,258,000.00 28,507 50 4'O725O 32'5BO'OO 3'258'000 00
Dec1,2O27 3,054,000.00 26,722'50 3'817'50 30'540'00 3'054'000'00
Dec 1,2028 2,846,000.00 24,902'50 3'557'50 28'460 00 2'846'000'00
Dec 1, 2029 2,634,000.00 ?3,047 '50 3'292 50 26'340 oo 2'634'000'00
Dec 1 , 2030 2,41 8,000.00 21 '1ii .5O 3'022 50 24', 1 80 00 2'41 8'000'00
Dec1,2O31 2,197,000.00 1g,2'3]s 2,746'25 21',970'00 2',197',000 00
Dec1,2O32 1,972,000.00 17'255'OO 2'465'00 19'720'00 1'972'000 00
Dec 1, 2033 1,742,OOO.oo 15'242'50 2'177 '5O 17 '420'OO 1'742'000 00
Dec 1, 2034 1,5O8,OOO.OO 13'195 00 1'885 00 15'OBO OO 1'508'000'00
Dec1,2035 1,269,000.00 11'10375 1'58625 '12'69000 1'269'00000
Dec 1,2036 1,O25,OOOoO 8'968'75 1'281'25 'IO'25OOO 1'025'00000
Dec 1. 2037 776,000.00 6,790'00 97O OO 7'760 00 776'000'00
176p00:oo
523,000.00
26_0r760.q0,._
5,230.00
268,520.00 123rgg0:0q
523,000.00
._,. __264,000.00-_- _
264,000.00
0.00
Jun 1 , 2038
Dec 1, 2038
Iu!', !, ?099
Dec 1, 2039
Jun 1, 2040
253,000.00 6,790.00
4,576.25
4,576.25
970.00
bcJ. / c
653.75 269,460.00
.q?3r009!0_259
330.00264,000.00 2,310.00
As of 6/28/2019
2_6,1!00:ojoq _26410,00:00 2'3119 90 330:00
2,640.00
.00
INVESTING IN IOWA'S WAIER
w.iowasrf.com
DELIVERY CERTIFICAT]]
We, the undersigned City officials, do hereby certify that we are the officers, respectively
below indicated, of a municipal corporation in the State of lowa, known as the City of Dubuque,
Iowa; that in pursuance of the provisions of Sections 384.24A and 384.83, Code of Iowa, there
have been heretofore lawfully authorized and this day by us lawfully executed, issued, caused to
be registered and authenticated and delivered one fully registered Water Revenue Capital Loan
Note, Series 2019, of said City of Dubuque, Iowa, in the amount of $4,400,000, dated the date of
delivery, bearing interest at the rate of I.75% per annum set forth on the Debt liervice Schedule
attached hereto and incorporated herein by this reference.
The Note has been executed with the manual signature of the Mayor and the manual
signature of the Clerk of said City
The Note has been delivered to:
Iowa Finance Authority of Des Moirres, Iowa,
and has been paid for in accordance with the terms of the contract of sale and aLt a price of par.
We further certify that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City, or the titles of the
undersigned officers to their respective positions, or the validity of the Note, or the pledge of the
Net Revenues of the municipal water system, (the "Utility"), to the payment of'the Note or the
power and duty of the City to construct, own and operate its Utility as a revenue producing
undertaking and to provide, charge and apply adequate rates and charges for the full and prompt
payment of the principal and interest of the Note, and that none of the proceedings or authority
for the issuance of the Note has been repealed, revoked, rescinded, or modifieclin arty manner.
We further certify that each of the officers whose signatures appear on the Note were in
occupancy and possession of their respective offices at the time the Note was executed and do
hereby adopt and affirm their signatures appearing in the Note.
We further certify that the present financial condition of the City is as follows:
Total water revenue bonded indebtedness,
including above-mentioned Water
Revenue Capital Loan Note
A11 other indebtedness of any
kind, payable from Water Revenues
$ i, t,1t3 00o *
MJP^Vtuht-
aO Donils
W","q PatA fttt
V,;AW YCOt.nq'f >
$)9
: .# lalolt t 5'7A
Ottutn U VlraLI
P*,chLsu Iqlfrq
P^t AUJ
v!s
I Puver
LA
+( 4 5 634 ,87 tol qt* Ara,u,n
fe,il
b,oooPoo
IN WITNESS WHEREOF, we have hereunto affixed our hands at Dubuque,Iowa, this
day of L'urttnl-t9.--u
0
Mayor
City Clerk
Director &
(SEAL)
0160517 s-t\10422-197
TRANSCzuPT CERTIFICATE
I, the undersigned, being first duly sworn, do hereby depose and cerlifli that I am the duly
appointed, qualified and acting Clerk of the City of Dubuque, Iowa, and that as such Clerk I have in my
possession or have access to the complete corporate records of said City and of its City Council and
officials, and that I have carefully compared the transcript hereto attached with the aforesaid corporate
records and that said transcript hereto attached is a true and complete copy ofall the corporate records in
relation to the authoriza/cion, issuance and disposition of a $4,400,000 Water Revenue Capital Loan Note,
Series 2019, of said Clty dated the date of delivery, and that said transcript hereto attached contains a true
and complete statement of all the measures adopted and proceedings, acts and things had, done and
performed up to the present time, in relation to the authorization, issuance and disposition of said Note,
and that said City Council consists of a Mayor and six (6) Council Members, and that said offices were
duly and lawfully filled by the individuals listed in the attached transcript as of the dates and times
referred to therein.
I further certifl; that said City is and throughout the period of said proceedings has been governed
under tlre Mayor/Council form of municipal government authorized by Chapter 372, Code of Iowa, under
the provisions of its charter as recorded with the Secretary of State.
I furlher certifu that all meetings of the Cify Council of said City at which action was taken in
connection with said Note were open to the public at all times in accordance with a notice of meeting and
tentative agenda, a copy of which was timely served on each member of the City Council and was duly
given at least twenty-four hours prior to the commencement of the meeting by notification of the
communications media having requested such notice and posted on a bulletin board or other prominent
place designated for the purpose and easily accessible to the public at the principal office of the City
Council all pursuant to the provisions and in accordance with the conditions of the local rules of the City
Council and Chapter 2l,Code of Iowa.
I further certify that no City officer or employee has any interest in the contract for the sale of the
Note or any matter incidental thereto, according to.my best knowledge and belief.4my hand and the seal of the City hereto attached this
2019, at Dubuque, Iowa.
day of
Cify ity of Dubuque, State of Iowa
(SEAL)
1
Finally, the below stated officers whose signatures appear hereafter are now the duly qualified
and acting officials of the City, possessed of the offices as designated below, to-wit:
Mayor Roy Buol
Signature)
City Clerk Kevin
Director of Finance & Budget Jenny Lars
STATE OF IOWA
COUNTY OF DUBUQUE
Subscribed and sworn to before me by Roy Buol, Kevin Firnstahl and Jenny Larson on this
t5F-day of <.\t- I
)
SS
)
)
)
rr'l ,2019.
Notary Public in and for Dubuque County,Iowa
(sEAr,)
I '€asHt
01605146-t\r0422-r97
a-L-
TAX EXEMPTION CERTIFICATE
THE CITY OF DUBUQUE,IOWA
THIS TAX EXEMPTION CERTIFICATE is made and entered into on August 9,2019,by
the City of Dubuque, State of Iowa (the "Issuer").
INTRODUCTION
This Certificate is executed and delivered in connection with the issuance by the Issuer of
its $4,400,000 Water Revenue Capital Loan Note, Series 2019 (the "Bonds"). The Bonds are
issued pursuant to the provisions of the Resolution of the Issuer authorizing the issuance of the
Bonds. Such Resolution provides that the covenants contained in this Certificate constitute apart
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 Cerlificate 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 fofth in the Code or in
the Regulations.
"Arurual Debt Service" means the principal of and interest on the Bonds scheduled to be
paid during a given Bond Year.
"Bonds" means the $4,400,000 aggregate principal amount of a Water Revenue Capital
Loan Note of the Issuer issued in registered form pursuant to the Resolution.
"Bond Counsel" means Ahlers & Cooney, P.C., Des Moines, Iowa, or an attorney at law
or a firm of attorneys of 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 coufi of any State of the United States of America.
1
"Bond Fund" means the Sinking Fund described in the Resolution.
"Bond Year", as defined in Regulation 1.148-1(b), means a one-year period beginning on
the day after expiration of the preceding Bond Year. The first Bond Year shall be the one-year or
shorter period beginning on the Closing Date and ending on a principal or interest payment date,
unless the Issuer selects another date.
"Bond Yield" means that discount rate which produces an amount equal to the Issue Price
of the Bonds when used in computing the present value of all payments of principal and interest
to be paid on the Bonds, using semiannual compounding on a360-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
pnce.
"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 ra,te
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
"Govenmental 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 Procaeds", 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 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), means price paid by the Purchasers of
the Bonds. The Purchasers have certified the Issue Price to be $4,400,000.
a-.2--
"Issuer" means the City of Dubuque, State of Iowa.
"Minor Portion of the Bonds", as defined in Regulation I.I48-2(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.
"Nonpurpose Investments" means any investment property which is acquired with Gross
Proceeds and is not acquired to cany 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 i.148-1(b), means Sale Proceeds, investment
proceeds and transferred proceeds ofthe Bonds.
"Project" means the acquisition, construction, reconstruction, extending, remodeling,
improving, repairing and equipping all or part of the Municipal Water System, including those
costs associated with the Roosevelt Street water tower and water distribution improvements
project and the Eagle Point water treatment plant and water distribution improvements project;
and refunding the Water Revenue Capital Loan Notes Anticipation Project Note, Series 2017,
dated September 22,2071, as more fully described in the Resolution.
"Project Fund" means the fund established in the Resolution.
"Purchaser" means the Iowa Finance Authority, Des Moines, Iowa, constituting the initial
purchaser of the Bonds from the Issuer.
"Rebate Amount" means the amount computed as described in this Certificate.
"Rebate Fund" means the fund to be created, if necessary, pursuant to this Certificate.
"Rebate Payment Date" means a date chosen by the Issuer which is not more than 60 days
following each Computation Date or the Final Bond Retirement Date.
"Refunded SRF Planning and Design Note" means $444,162.62 of the $475,000 Water
Revenue Capital Loan Notes Anticipation Project Note, Series 2017 dated September 22,2017.
"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. 148-1 1, 1. 149(b) -1, 1.149-d(1), 1' 1 50-1 and 1. 1 50-2'
"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 governmentai purpose of an issue.
a-J-
"Resolution" means the resolution of the Issuer adopted on July 15,2019 authorizing the
issuance of the Bonds.
"Sale Proceeds", as defined in Regulation 1.148-1(b), means any amounts actually or
constructively received from the sale of the Bonds, inclr,rding amounts used to pay underwriter's
discount or compensation and accrued interest other than pre-issuance accrued interest.
"Sinking Fund" means the Bond Fund.
"Tax Exempt Obligations" means bonds or other obligations the interest on which is
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,
establishing that the Purchaser will not reoffer or sell the Bonds to the public.
ARTICLE II
SPECIFIC CERTIFICATIONS, REPRESENTATIONS
AND AGREEMENTS
The Issuer hereby ceftifies, represents and agrees as follows:
Section 2.1 Authorit)'to Certif.v 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(bX2) 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(bX2) of the Regulations.
(d) The certifications, representations and agreements set forth in this Arlicle II are
made on the basis of the facts, estimates and circumstances in existence on the date hereof,
-4-
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
Lertifications of the Purchaser as set forth in the Verification Certificate, (4) with respect to
expenditure of the proceeds of the Bonds, actual expenditures and reasonable expectations of the
Iszuer as to when the Proceeds will be spent for purposes of the Project and (5) with respect to
Bond Yield, review of the Verification Certificate. The Issuer has no reason to believe such facts,
estimates or circumstances are untrue or incomplete in any materialway.
(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 materialiy 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.
(e)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 (s%) of
the Proceeds of the Bonds will be (a) used to make loans which are guaranteed by United
States or any agency or instrumentality thereof, or (b) invested in federally
accounts.
deposits or
(h) The Issuer will file with the Internal Revenue Service in a timely fashion Form
8038-G,Information 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 l4l(a) of the Code, including any use of the Project by uny
person other than a governmental unit if such use will be as 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.
11) 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 Section 6.1 hereof, 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), exercise its option to redeem Bonds
prior to maturity or effect a refunding of the Bonds'
-5-
(l) No bonds or other obligations of the Issuer (1) were sold in the 15 days preceding
the date of sale of the Bonds, (2) were sold or will be sold within the i 5 days after the date of sale
of the Bonds, (3) have been delivered in the past 15 days or (4) willbe delivered 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 will be issued for the purpose of investing such portion at
a higher yield than the Bond Yield.
(o) The Issuer does not expect that the Proceeds of the Bonds will be used in a manner
that would cause them to be "arbitrage bonds" as defined in Section 1a8(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 includable in the gross income of the owners of the Bonds under
the Code. The Issuer will not intentionally use any portion of the Proceeds to acquire higher
yielding investments.
(p) The Issuer will not use the Proceeds of the Bonds to exploit the difference between
tax-exempt and taxable interest rates to obtain a material financial advantage.
(q) The Issuer has not issued more Bonds, issued the Bonds earlier, or allowed the
Bonds to remain outstanding longer than is reasonably necessary to accomplish the governmental
purposes of the Bonds.
G) 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.
(s) The Bonds will not be Hedge Bonds as described in Section 1a9(gX3) 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 not more than 50Yo of the Proceeds will be invested in Nonpurpose
Investments having a substantially guaranteed yield for four or more yeafs.
tures of S
Sale Proceeds received at Closing are expected to be deposited and expended as follows:
2
-6-
(a)$34,000 representing costs of issuing the Bonds and the Initiation Fee fbr the Loan
will be used within six months of the Closing Date to pay the costs of issuance of
the Bonds (with any excess remaining on deposit in the Project Fund);
$3,921,837.38 will be available to be deposited into the Project Fund and wil1be
used together with earnings thereon to pay the costs of the Project and'will not
exceed the amount necessaly to accomplish the governmental purposes of the
Bonds; and
$444,162.62 will be used together with earnings thereon to pay the principal
amount drawn on the Refunded SRF Plaruring and Design Note, which will be
redeemed on August 9,201,9.
(b)
(c)
Section 2.3 se of Bonds
The Issuer is issuing the Bonds to pay costs of the acquisition, construction,
reconstruction, extending, remodeling, improving, repairing and equipping all or parl of the
Municipal Water System, including those costs associated with the Roosevelt Street water tower
and water distribution improvements project and the Eagle Point water treatment plant and water
distribution improvements project; and refunding the Water Revenue Capital Loan Notes
Anticipation Project Note, Series 2017, dated September 22,20IJ, in order to implement long-
term financing for the Project.
onC
The Bonds are considered to be governmental bonds, not subject to the provisions of the
alternate minimum tax. Proceeds of the Bonds will be used for the purpose of paying costs of the
project. All of the financed facilities are owned by the City and are expected to be used by the
public generally, including commercial and industrial users. There are no contractual
affangements or agreements between the City and any commercial or industrial user of the Water
Utility, and there are no other lease, management contract or other similar arrangements with
respect to the Water Utility. Commercial or industrial users of the Water Utility may be or
beCome subject to different rates or charges than those imposed on residential custoners,
depending on the volume of the water they purchase. All such charges, however, are or will be
imposed by virtue of City ordinances applicable to all entities meeting the standards set forth
therein. No other charges or payments will be imposed or paid to the City by any contributing
industry for water services or Project-related construction and acquisition beyond those mandated
by ordinance for ceftain classes ofusers.
No amount of Proceeds of the Bonds or the Refunded SRF Planning and Design Note is to
be used or were directly or indirectly to make or finance loans to persons other than governmental
units.
-7 -
2.
(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 5o/o of the net Sale Proceeds of the
Bonds.
(b) Expenditure Test. Not less than 85% of the net Sale Proceeds will be expended for
Project costs, including the reimbursement of other funds expended to date, within a three-year
temporary period from the Closing Date.
(c) Due Diligence Test. Not later than six months after Closing, work on the Project
will have 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.
2.6 at nrestri
(a) Proceeds of the Bonds will be held and accounted for in the marurer 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
-on"yr 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-twe|fth 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.
Th. I5n"t 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 frde debt service fund as
defined in Regulation 1.148-1(b).
P
-8-
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
uu"rug. 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 paicl and if such
Taxable Obligationr *.t. 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 for their fair market value on
the date of such pledge or deposit. Obligations on deposit in any resen'e 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 I.750058% percent. 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
-9 -
(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 or exemptions.
(b) The Issuer may establish a fund pursuant to the Resolution and this Certificate
which is herein referred to as the Rebate Fund. The Issuer will invest and expend amounts on
deposit in the Rebate Fund in accordance with this Cerlificate.
(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 legaliy 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.
-t.-)
The Issuer reasonably expects that the Bonds are eligible for one or more exemptions from
the arbitrage rebate rules set forth in the Treasury Regulations. If the Bonds are ineligible, or
become ineligible, for an exemption to the arbitrage rebate rules, the Issuer will comply with the
provisions of Article III hereof. A description of the applicable rebate exemption(s) is as follows:
. Eighteen-Month ExemPtion
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:
15 percent spent within six months of the Closing Date;
60 percent spent within one year of the Closing Date;
i00 percent spent within eighteen months of the Closing Date (subject to 5 percent
retainage for not more than one year).
1)
2)
3)
In any event, the Issuer expects that the 5o% 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 6.0%. 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 of the Code.
-10-
Election to Treat as Construction Bonds.
The Bonds qualify as a "construction issue" as defined in Section 148(fX4XC)(vi) of the
Code. The Issuer reasonably expects that more than 7 5 percent of the "available construction
proceeds" ("ACP") of the Bonds, as defined in Section 148(0(4XC)(vi) of the Code, will be used
ior construction expenditures and that not less than the following percentages of the available
construction proceeds 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 50% 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
i"rr", of (r) 3% of the issue price or (ii) $250,000, is disregarded if the Issuer exercises due
diligence to complete the Project.
. Election with respect to future earnings
Pursuant to Section 1.148-7(0(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.
3.4 of
(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 willbe 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.
Bond Fund
- 11-
Section 3.5 ebate Reouirements and
It is expected that the Bond Fund described in the Resolution and Section 2.7(b) 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 if the annual gross earnings on the Bond Fund for such Bond Year are less than $100,000
or if average annual debt service will not exceed $2,500,000. However, should annual gross
earnings exceed $100,000 or 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 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)TaxExempt 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 fotms for
such securities (if required). To the extent possible, amounts received from maturiiig SLGS shall
be reinvested immediately in zero yield SLGS maturing on or before the next Rebate Payment
Date.
Section 3.7 Pa)'ment 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 wiil 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(0(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
-12-
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 Cerlificate. 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:
(D 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, or the
Closing Date if different from the purchase date.
(ii) the amount and source of each payment to, and the amount, putpose and
payee of each payment from, each such Fund.
3.9 Addi
The Issuer hereby agrees to pay to the United States from legally available money of the
Issuer (whether or not such available money is on deposit in any fund or account related to the
Bonds) any amount which is required to be paid to the United States, but which is not available in
a fund related to the Bonds for transfer to the Rebate Fund or payment to the United States.
ARTICLE IV
INVESTMENT RESTRICTIONS
4.r ited
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.
- 13 -
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 markel. price.
Section 4.3 Investment in Certificates
(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 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 (1) the price at which such certificate of deposit is
purchased or sold is the bona fide bid price quoted by a dealer who maintains an active secondary
market in certificates of deposit of the same type or (2) if there is no active secondary market in
such cerlificates of deposit, the certificate of deposit must have a yield (A) as high or higher than
the yield on comparable obligatibns traded on an active secondary market, as certified by a dealer
who maintains such a market, and (B) as high or higher than the yield available on comparable
obligations of the United States Treasury.
(b) The certificate of deposit described in part 2(A) of paragraph a.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 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.
-14-
(2) The bid specifications include all material terms of the bid. A term rs
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 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 of paragraph
(dX6XiiiXB)(1) or (2) of section 1.148-5 of the Regulations.
(a) The terms of the bid specifications are commercially reasonable. A
term is commercially reasonable if there is a legitimate business pulpose for the
term other than to increase the purchase price or reduce the yield of the investment.
(5) For purchases of guaranteed investment contracts only, the terms of the
solicitation take into account the Issuer's reasonably 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
(dX6XiiiXA) 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 untii 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 (dX6XiiiXBXl) of
section 1.148-5 of the Regulations is from a reasonably competitive provider,
-15-
within the meaning of paragraph (d)(6)(iiixAxT) 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 investment contracts. If the investment is a guaranteed
investment conttact, the winning bid is the highest yielding bona fide bid
(determined net of any broker's fees).
(2) Other investments. If the investment is not a guaranteed investment
contract, the winning bid is the lowest cost bona fide bid (including any broker's
fees).
(d) 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 for
the investments, including a record of any administrative costs paid by the Issuer, and the
cefiification under paragraph (dX6XiiiXD) of section 1.148-5 of the Regulations.
(3) For each bid that is submitted, the name of the person and entity
submitting the bid, 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 rnodified, 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
-t6-
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
A11 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 determined to be ultra vires, it shall be
iiquidated 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 elfect that
such reinvestment will not cause the Bonds to become arbitrage bonds under Sections 103, 148,
149, or any other applicable provision of the Code.
ARTICLE V
GENERAL COVENANTS
The Issuer hereby covenants to perform all acts within its power necessary to ensure that
the reasonable expectations set forth in Article II hereof will be realized. The Issuer reasonably
expects to comply with all covenants contained in this Certificate.
ARTICLE VI
AMENDMENTS AND ADDITIONAL AGREEMENTS
Section 6.1 on of Bond Counsel;Amendments
The various provisions of this Certificate need not be obsen'ed and this Certificate may be
amended or supplemented at any time by the Issuer if the Issuer receives an opinion c,r 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.
2 Addi
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 maintain such records, (4) to perform such
-t7 -
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 Amendments
Except as otherwise provided in Section 6.1 hereof, all the rights, powers, duties and
obligations of the Issuer shall be inevocable and binding upon the Issuer and shall not be subject
to amendment or modification by the Issuer.
ARTICLE VII
FURTHER CERTIFICATIONS WITH RESPECT TO REFLTNDING BONDS
(a) Properly financed with the Proceeds of the Refunded SRF Planning and Design
Note will not be sold or disposed of, in whole or in paft, prior to the last maturity date of either
the obligations or the last maturity of the Bonds.
(b) All of the Proceeds of the Itefunded SRF Planning and Design Note were used to
provide facilities used in the regular operations of the Issuer and neither the facilities nor the
output thereofhave been or are expected to be used in the trade or business ofany person other
than the lssuer.
(c) Reimbursement Allocations and Original Expenditures, if any, reimbursed from
proceeds of the Refunded SRF Planning and Design Note complied with the Reimbursement
Regulations in effect at the time of issuance of the Refunded SRF Planning and Design Note.
(d) The Proceeds of the Refunding Bonds will be used for a cunent 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 SRF Planning and Design
Note. 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.
- 18 -
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.
ofF & Budget, City of
Dubuque, State of Iowa
(sEAL)
-t9-
EXHIBIT A
VERIFICATION CERTIFICATE OF THE PURCHASER
The undersigned the Executive Director of the Iowa Finance Authority (the "Purchaser"),
hereby certifies as follows:
1. The Purchaser and the City of Dubuque, Iowa (the "Issuer"), have entered into a
Loan and Disbursement Agreement (the "Agreement"), providing for the purchase of a
$4,400,000 Water Revenue Capital Loan Note of the City dated as of the date of delivery (the
"Notes").
2. The Agreement is in full force and effect and has not been repealed, rescinded or
amended.
3. The Purchaser hereby confirms that the Notes were purchased at par and will not
be reoffered to the public, the terms of purchase being as follows:
Principal
Amount
Issued
Principal
Amount
Sold
Price
(o/o of par)
(do not
include
accrued
interest)
$4,400,000 None
IN WITNESS WHEREOF, thc
executed by its duly authorized officer this
Interest
Rate
r.75%
caused this V
day of
IO FINANCE AUTHO
r00%
Certificate to be
2019.
VEI
0r605155-t\l0422-t97
REGISTERED
Certificate No. R-l
Interest Rate
1.750o/"
or registered assigns, the principal sum of
DOLLARS in lawfulmoney of the United
UNITED STATES OF AMERICA
STATE OF IOWA
COUNTY OF DUBUQUE
CITY OF DUBUQUE
WATER REVENUE CAPITAL LOAN NOTE
SERIES 2019
Final Maturifv Date
June 1,2040
REGISTERED
Principal Amount $4,400,000
Note Date
August 9,2019
The City of Dubuque, Iowa, a municipal corporation organized and existing under and by
virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to
pay from the source and as hereinafter provided, to
IOWA FINANCE AUTHORITY
ONF
States of America, on the maturity dates and in the
principal amounts set forth on the Debt Service Schedule attached hereto and incorporated herein by
this reference, with interest on said sum from the date of each advancement made under a ceftain
Loan and Disbursement Agreement dated as of the date hereof until paid at the rate of 1.7 5Yo per
annum, payable on December 1,2019, and semi-annually thereafter on the lst day of June and
December in each year. As set forth on said Debt Service Schedule, principal shall be payable on
June I ,2021and annually thereafter on the first day of June in the amounts set forth therein until
principal and interest are fully paid, except that the final installment of the entire balance of principal
and interest, if not sooner paid, shall become due and payable on June I,2040. Notwithstanding the
foregoing or any other provision hereof, principal and interest shall be payable as shown on said Debt
Service Schedule until completion of the Project, at which time the final Debt Service Schedule shall
be determined and attached hereto based upon actual advancements, final costs and completion of the
Project, all as provided in the administrative rules governing the Iowa Drinking Water Facilities
Financing Program. Payment of principal and interest of this Note shall at all times conform to said
Debt Service Schedule and the rules of the Drinking Water State Revolving Fund Program.
Interest and principal shall be paid to the registered holder of the Note as shown on the
records of ownership maintained by the Registrar as of the 15th day of the month next preceding
such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-
day months.
This Note is issued pursuant to the provisions of Sections 384.24A and 384.83 of the Code of
Iowa, for the purpose of paying costs of acquisition, construction, reconstruction, extending,
remodeling, improving, repairing and equipping all or paft of the Municipal Water System, including
those costs associated with the Roosevelt Street water tower and water distribution improvements
project and the Eagle Point water treatment plant and water distribution improvements project; and
refunding the Water Revenue Capital Loan Notes Anticipation Project Note, Series 2017, dated
September 22,2017, and evidences amounts payable under a certain Loan and Disbursement
Agreement dated as of the date hereof, in conformity to a Master Resolution of the City Council of
said City duly passed and approved on October 20,2008 (the "Master Resolution") and a Series
Resolution of the City Council of said City duly passed and approved on July 15 , 2019 (the " Series
Resolution"). For a complete statement of the revenues and funds from which and the conditions
under which this Note is payable, a statement of the conditions under which additional series notes or
bonds of equal standing may be issued, and the general covenants and provisions pursuant to which
this Note is issued, reference is made to the above-described Loan and Disbursement Agreement, the
Master Resolution and the Series Resolution.
This Note is one of the Series 2019 Notes authorized for issuance in the Series Resolution.
Capitalizedterms not defined herein shall have the meanings given to them in the Series Resolution
or Master Resolution.
This Note is subject to optional redemption at a price of par plus accrued interest (i) on any
date upon receipt of written consent of the Iowa Finance Authority or (ii) in the event that all or
substantially all of the Project is damaged or destroyed. Any optional redemption of this Note may
be made from any funds regardless of source, in whole or from time to time in part, in inverse order
of maturity, by lot by giving thirty (30) days' notice of redemption by certified or registered mail, to
the Iowa Finance Authority (or any other registered owner of the Note). This Note is also subject to
mandatory redemption as set forth in Section 5 of the Agreement.
Ownership of this Note may be transferred only by transfer upon the books kept for such
purpose by the Director of Finance and Budget/City Treasurer, City of Dubuque, Iowa the Registrar.
Such transfer on the books shall occur only upon presentation and surrender of this Note at the office
of the Registrar, together with an assignment duly executed by the owner hereof or his duly
authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to
substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered
Noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform
Commercial Code and subject to the provisions for registration and transfer contained in the Note
Resolution.
This Note and the series of which it forms a parl, other obligatibns ranking on a parity
therewith, and any additional obligations which may be hereafter issued and outstanding from time to
time on a paity with said Notes as Senior Bonds under the Master Resolution, are payable from and
secured by a pledge of the Net Revenues of the municipal water utility (the "System"), as defined and
provided in the Master Resolution. There has heretofore been established and the City covenants and
ug.""r that it will maintain just and equitable rates or charges for the use of and service rendered by
said System in each year for the payment ofthe proper and reasonable expenses ofoperation and
maintenance of said System and for the establishment of a sufficient sinking fund to meet the
principal of and interest on this series of Notes, and other obligations ranking on a parity therewith,
as the same become due. This Note is not payable in any manner by taxation and under no
circumstances shall the City be in any manner liable by reason of the failure of said Net Revenues to
be sufficient for the payment hereof.
The Issuer has covenanted and hereby covenants and agrees at all times while any Senior
Bonds are Outstanding and unpaid to budget for and collect amounts in respect of the use of the
System fully sufficient at all times to: (i) provide for 100% of the budgeted Operation and
Maintenance Expenses of the System and (ii) produce Net Revenues in each Fiscal Year which will:
(a) equal at least lI0% of the Debt Service Requirement on all Senior Bonds then Outstanding for
the year of computation, (b) enable the Issuer to make all required payments, if any, into the Debt
Service Reserve Fund and the Rebate Fund, (c) enable the Issuer to accumulate an amount which, in
the judgment of the Council, is adequate to meet the costs of major renewals, replacements, repairs,
additions, betterments and irnprovements to the System, necessary to keep the same in good
operating condition or as is required by any governmental agency having jurisdiction over the
System, and (d) remedy all deficiencies in required payments into any of the funds and accounts
established under the Master Resolution frorn prior Fiscal Years.
The Master Resolution contains a firore particular statement of the covenants and provisions
securing the Senior Bonds, the conditions under which the owner of this Note may enforce covenants
(other than the covenant to pay Principal of and interest on this Note when due from the sources
provided, the right to enforce which is unconditional), the conditions upon which additional Senior'Bonds
may be issued on a parity or achieve parity status with this Note under the Master Resolution,
and the conditions upon which the Master Resolution may be amended with the consent of the
owners of not less than two-thirds in aggregate Principal amount of the Bonds Outstanding or the
issuer of any Credit Facility, if any, of such Bonds. Upon the occurrence of an Event of Default
under the Master Resolution, the owner of this Note shall be entitled to the remedies provided by the
Master 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 Note, have been existent, had, done and performed as
required by law.
IN TESTIMONY WHEREOF, said City by its City Council has caused this Note to be
signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile
signature of its City Clerk, with the seal of said City impressed hereon, and authenticated by the
manual or facsimile signature of an authorized representative of the Registrar, the City Treasurer of
the City of Dubuque, Iowa, all as of the day of-,2019
Date of authentication:CITY OF DUBUQUE, STATE OF IOWA
This is one of the Notes described in the within
mentioned Resolution, as registered by the City By:
Treasurer Mayor
CITY TREASURER, Registrar
ATTEST:
By:
Authorized Signature
City Clerk
(sEAL)
Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
By
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No ) the within
Note and does hereby irrevocably constitute and appoint attorney tn
to transfer the said Note on the books kept for registration of the witliin Note, with full power of
substitution in the prernises.
fact
Dated:
(Person(s) executing this Assignment sign(s) here)
SIGNATURE )
GIJARANTEED
IMPORTANT - READ CAREFULLY
The signature(s) to this Power lnust correspond with the narne(s) as written upon the face of the
certificate(s) or Note(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 ceftain eligible guarantor institutions that participate in a
recognized signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification
Number of Transferee(s)
Transferee is a(n):
Individual*
Partnership
Corporation
Trust
xlf tlie Note is to be registered in the names of multiple individual owners, the names of all such owners
and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of tl-ris Note, sliall 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 j oint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MIN ACT Custodian
(Cust) (Minor)
Under lowa Uniform Transfers to Minors Act.......'.'..
(State)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST
City of Dubuque, lowa2019 54.400 Million sRF water Loan Pro-FormaJune27,2OL9Fiscal Year: t 2OL5|L67 20L720t8lL9Budg/Act2O2Ll22Exhibit 1s 9,3s 1, 1 14480,000OPERATING REVENUESMetered RevenuesOther RevenuesTotal Operating RevenuesOPERATING EXPENSESEmployee ExpenseGASB 68/Admin OverheadUtilitiesRepairs & MaintenanceSupplies & Services/lnsuranceEq uipment/Constru ctionTotal Operating ExpensesNET OPERATING REVENUESlnterest EarningsRevenue for Debt ServiceWater Debt ServiceSeries 2007 SRFSeries 2008DSeries 20L0 SRFSeries 2010DEstimated Series 2017 SRFProposed Series 2019 SRFTotal Debt Services8,ss3,22s s8,905,136s8,647,223 s9,008,07ss e,ss8,7s2 59,83L,t14Audit57,96r,s99591,626234678910111213t4$7,677,ss4729,374s 8,406,92852,409,s70188,460650,159187,9821,243,021,146,357s4,82s,s4es 3,s81,379101-,!75S 3,682,ss4s8,1r4,20779L,93558,7s8,1881"48,044s8,s06,23258,76r,223480,000s 8,s28,07s480,00058,8r4,322480,0005s,294,32259,078,7s2480,0005i.,928,797533,097585,726190,646952,396501,43s54,6e2,097s 3,861,12835,767s 3,8e6,8sss 1,804,884728,952690,346L65,48rr,212,542386,82254,989,02753,917,t0955,989s 3,s73,098s2,244,37691-5,908798,337279,4t59L4,1-I89!3,712S 6,06s,861s2,840,37L62,05952,902,43052,402,7691,oo2,352747,683257,570999,495704,43056,1-14,29952,526,92376,06r52,602,984s2,462,8387,026,689770,113265,2971,029,480648,596s6,203,0t4s 2,80s,06140,04152,84s,t0252,s24,4091,096,6s8793,217273,256L,060,36465s,408$ 6,403,313s 2,891,00e44,73252,93s,742s 2,s87,s191,Lt2,970817,01328t,4541-,092,175728,84r56,679,97352,878,77936,82852,6s2,2071,256,246841,524289,8971,r24,940608,04456,772,8s8s 3,058,25638,08152,91s,607 S 3,095,3371s S 62,28816 115,75077 218,42518 380,0751920-21 5 776,538$ 62,9ss s177,3t02r8,L68379,95055,420t18,528218,280379,70067,483s ss,s40 $114,3882L8,246383,250130,49056,640 s115,1582t8,066386,500674,22024,41,456,700115,598193,330384,450674,260260,8L95 57,740115,698195,260387,250673,920269,3805 7,699,248S s8,740115,500!97,090389,r25674,200268,680S 1,703,33ss 778,383 s eSg,+rrs 90r.,913 51.,474,997 S 1,68s,1s6$ s8,700t99,320510,025674,180268,920St,t[,Ms1.81DEBT SERVICE COVERAGENet Revenues/Revenue Debt zz3.22r.761.697.731.71Prepared by Independent Public Advisors, LLC?age 7 of 2Dale:6/27/2019; Time: 1:21 PM
City of Dubuque, IowaNet Revenue Certificatelune27,2079Exhibit 206/30/2706/3O/2206130/2305/30/2406/3O/2s06/30/2606/30/2706/3012806/30/2e06130/3o06/30/3706/30/3206/30/3306/30/3406/30/3s06/30/3606/30/3706/30/3806/3O/3906/30/4048,000s0,00052,000s3,00055,00057,000s9,00051,0008,7007,7406,7405,7004,6403,5402,400r,22056,70057,74058,740s8,700s9,54060,54061,400_- 62220_153,s00158,500L53,500169,000174,500180,000186,000192,000198,500205,000211,00039,83036,76033,59030,32026,94023,45019,85016,13012,2908,3204,220193,330!9s,260197,090199,32020!,440203,450205,850208,130270,790273,3202L5,220240,0002s0,000260,000390,000405,000420,000440,000460,000480,00050s,0007M,450r37,250729,!25120,025LO6,37592,20075,40057,80039,40020,200384,450347,250389,125510,025511,375572,200515,400517,800519,40052s,200512,000s01,000501,000511,000521,000531,000542,000s53,0005il,000575,000587,000s98,000610,000523,000635,000648,000561,000762,260172920173,200163,180152,960742,540131,920L21,080110,02098,74087,24075,50063,54051,34038,88026,L8013,220674,260673,920674,200674,180673,960673,s40673,920674,O80674,020673,740674,240673,500673,540674,340673,880674,780674,220181,000185,000188,000192,000195,000200,000204,000208,0002!2,000276,000227,000225,OOO230,000234,000239,0002M,000249,0002s3,000259,00079,41984,38080,68076,92073,08069,r.6065,16061,080s5,92052,68048,36043,94039,44034,84030,16025,38020,50015,52010,460260,819269,380268,680268,920269,080269,160269,160269,080268,920268,680269,360268,940269,440268,840269,150269,380269,500268,520269,4601,685,156r,699,2441,703,3357,7LL,r451,715,4951,718,8907,725,730L73:-3L0!,673,1301,680,9401,158,820942,440942,9a0943,180943,040943,560943,720268,s20269,460269,280100,000 15,598 115,59810s,000 10,698 11s,698110,000 5,500 115,500Totals S482,OOO ssO,32O 5 s32,320 S 41O,0OO s51,953 s 461,953 s2,14O,OOO s321,266 s2,461,,266 s4,085,000 57,073,7255s,158,725 S10,196,000 s1,93s,940 s72,73r,94' 54,400,000264,000 5,280 269,2805998,772 Ss,398,172 526/M,376FY 2018 Operating RevenuesFY 2018 OperatinB ExpensesFY 2018 Net Operating Revenueslnterest EarningsTotal Revenues for Debt services8,906,136(4,989,0271,s 3,917,10955,98953,973,098Maximum Annual Debt ServiceDebt Coverages 1,731,310229.59',.
lf Amended Return check here )
Room/suite
the issueof lssue
11
12
13
14
15
16
17 3.952,378
18 447,621
Description c
(d) Weighted
average maturity
(c) Siated redemption
price at maturity(b) lssue Price(a) Final maturity date
1$4,400p99$4,4Qq,09!06/01/2040
Uses of of
-0.22
4,400,00c23
25 -0.
26 -0.
6227444,162
28 -0.
478,16229
30 3,921,837
on of Refun Bonds,
Part I
Part ll
Part lll
Part lV
Part V
Form
(Rev. September 201 8)
Depadment of the Treasury
lnternal Revonue Service
1 lssuer's name
3a Name of person (other than issuer) with whom
4 Number and street (or P.O. box if mail is not delivered to street address)
50w
6 City, town, or post office, state, and ZIP oode
8 Name of issue
1Oa Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
instruotions)
Director
, See the instruction s and attach schedule.
9038-G lnformation Return for Tax-Exempt Governmental Bonds
) under Internal Revenue Gode section 149(e)
> See separate instructions'OMB No. 1545-0720
Caution: lf the issue price is under $100,000, use Form 8038-GC.
) Go to www.irs'govlF8038G for instructions and the latest information,
2 lssuer's employer identification number (ErN)
the IRS may communicate about this return (see instructions)3b number of other Person shown on 3a
5 Repod number (ForlBS Use Onty)
c
7 Date of issue
2019
9 CUSIP number
10b Telephone number of officer or other
employee shown on '10a
563
11
12
13
14
15
16
17
18
19a
b
20
Education .
Health and hosPital
Transportation
Public safetY .
Environment (including sewage bonds)
Housing
Utilities
Other Describe ) refundi
lf bonds are TANs or RANs, check only box 19a
lf bonds are BANs, check onlY box 19b
lf bonds are in the form of a lease or installment check box
on ds. Com ete for the entire issue which th is bei
underwriters' discou
Proceeds used for accrued interest
lssue price of entire issue (enter amount from line 21, column (b))
Proceeds used for bond issuance costs (including underwriters' discount)
Proceeds used for credit enhancement
Proceedsallocatedtoreasonablyrequiredreserveorreplacementfund
Proceeds used to refund prior tax-exempt bonds' Complete Part V '
Proceeds used to refund prior taxable bonds' Complete Part V
Total (add lines 24 through 28)
of the issue (su btract line 29 from line 23 and enter amount
th S on ndi bo
remaining weighted average maturity of the tax-exemPt bonds to be refunded
remaining weighted average maturity of the taxable bonds to be refunded
last date on which the refunded tax-exempt bonds will be called (MM/DD^/YYY)
49
51
>[]>n>n
(e) Yield
1 %
21
22
23
24
25
26
27
28
29
30
24
62
Nonrefu
Enter the
Enter the
Enter the
Enter the
1.1194 VEATS
31
32
33
34
vears
08/09/2019
For Paperwork Reduction Act
the refunded bonds were
Notice, see separate instructions'
7
Cat. No. 63773S Form (Rev.9-2018)
35 -0.
36a -0.
-0.
Part Vl
Page2
c Enter the name of the GIC provider )
37 pooled financings: Enter the amount of tt't" pio"""O" of this issue that are to be used to make loans
Form 8038-G (Rev' 9-201 8)
laneous
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
(GlC). See instructions
b Enter the final maturity date of the Glc > (MM/DDI/YYI
49
to other governmental units
38a lf this issue is a loan made from the proceeds of another tax-exempt issue, check box ) E and enter the following information:
b Enter the date of the master Pool bond l' (MM/DD/YYY! -
c Enter the EIN of the issuer of the master pool bond )
d Enter the name of the issuer of the master pool bond ) See attached Schedule I
39 lf the issuer has desig nated the issue under section 265(bX3XB)0(lll) (small issuer exception), check bo>l
40 lf the issuer has elected to PaY a penaltY in lieu of arbitrage rebate, check box
41a lf the issuer has identified a hedge, check here F and enter the following information:
b Name of hedge Provider )
c Type of hedge >
d :>
remediated42
44
45a
b the date official intent
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 com I iurther deolare that I consent to the IRS'S disclosure of the issuer's return information, as necessary to
prooess to authorized above'
Larson,Director of Finance &Budqet
authorized rePresentative Type or print name and title
PTIN
Paid
Preparer
Use Only
Form G (Rev.9-2018)
Signature
and
Gonsent Date
check fl if
self-emPloYedg-q-nDate
'E::::t''E:w,^,.,&.,-1,*upreparer's name
Firm
SCHEDULE I
8038-G
CitY of Dubuque, Iowa
$4,400,000 Water Revenue Capitat Loan Notes, Series 2019
EIN: 42-6004596
PART VI, Lines 38a-d
The Iowa Finance Authority (the "Authority") is the bondholder with respect to the
_
above
referenced bonds. The Authoriiy may determine in the future to issue tax-exempt bonds that ate
master pool obligations and reimburse itself for the loan of the proceeds'of the above referenced
bonds. To the extent that the Authority issues such master pool obligations and reimburses itself
from the proceeds of such master pool obligations for the ioan of the proceedr; of the above
r.f.t.rr."d bonds, such reimbursement will be made on the date of issue of such master pool
obligations
The EIN of the Iowa Finance Authority is 52-1699886.
TO
48t9-4460-3939U\881 I 1 6\00768 611912019
Department of the Treasury
Internal Revenue Service
Ogden, UT 84201-0074
351857.865658.388677.25779 1 SP 0.560 373
111111Ilolllll'I'llll"'I1111111111I11'll1flmlfollinliliwil
CITY OF DUBUQUE
FINANCE DIVISION
FINANCE DEPARTNIENT 50 W 13TH STREE
DUBUQUE IA 52001
Acknowledgment of your August 9, 2019 Form 8038-G
We received your tax-exempt bond form
This notice serves as official acknowledgment
that we received your Form 8038=G. If you filed
more than one form, you will receive a separate
acknowledgment for each one.
Important reminders
Additional information
Notice CP152
Tax period
August 31, 2019
Notice date
November 4, 2019
Employer ID number 42-6004596
To contact us
Page 1 of 1
Phone 877-829-5500
Tax-exempt bond information
Name of issue
CUSIP number
Issue date
4 400 000 WATER REVENUE CAPITAL LOA
NONE
August 9, 2019
Issue price
Maturity date
$4,400,000.00
June 1, 2040
• Attach a copy of this notice to all of your correspondence and documents related to
this tax-exempt bond.
• If a tax practitioner or someone else prepared your form, you may want to give them
a copy of this notice. (A copy was automatically sent to all representatives
authorized with a Power -of -Attorney for this form.)
• Visit www.irs.gov/cp152.
• For tax forms, instructions, and publications, visit www.irs.gov or call
800 -TAX -FORM (800-829-3676).
• If you have questions about tax-exempt bonds, call TEGE Customer Account Services
at 877-829-5500.
• Keep this notice for your records.
If you need assistance, please don't hesit
to contact u