Issuance of $22,138,000 General Obligation Annual Appropriation Refunding Capital Loan Notes Copyrig hted
April 5, 2021
City of Dubuque Consent Items # 8.
City Council Meeting
ITEM TITLE: Proceedings to Complete Action on Issuance of$22,138,000 General
Obligation Annual Appropriation Refunding Capital Loan Notes, Series
2021
SUM MARY: City Manager recommending approval of the suggested proceedings to
complete action required on the $22,138,000 General Obligation Annual
Appropriation Refunding Capital Loan Notes prepared by Bond Counsel
and to present a resolution for City Council to adopt.
RESOLUTION Approving and authorizing a form of Loan and
Disbursement Agreement by and between the City of Dubuque, lowa,
and the lowa Finance Authority, and authorizing and providing for the
issuance and securing the payment of$22,138,000 General Obligation
Annual Appropriation Refunding Capital Loan Notes, Series 2021, and
providing for a method of payment of said Notes;Approval of the Tax
Exemption Certificate
SUGGESTED Suggested Disposition: Receive and File;Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
MVM Memo City Manager Memo
Staff Memo Staff Memo
Resolution Resolutions
County Auditor Certificate Supporting Documentation
Delivery Certificate Supporting Documentation
8038G Supporting Documentation
Form of Note Supporting Documentation
Bond Counsel Letter Supporting Documentation
Disbursement Agreement Supporting Documentation
Tax Exemption Certificate Supporting Documentation
Transcript Certificate Supporting Documentation
Dubuque
THE CITY OF �
D R All•America City
U L L 'nrn,`i.ine,uxxii
1 I ��/
I I
Maste iece on the Mississi i zoo�.Zo�Z.zo�3
�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 $22,138,000 General
Obligation Annual Appropriation Refunding Capital Loan Notes, Series
2021
DATE: March 30, 2021
Director of Finance and Budget Jennifer Larson is recommending City Council approval
of the suggested proceedings to complete action required on the $22,138,000 General
Obligation Annual Appropriation Refunding Capital Loan Notes prepared by Bond
Counsel and to present a resolution for City Council to adopt entitled "Resolution
Approving and Authorizing a Form of Loan and Disbursement Agreement By and
Between the City of Dubuque, lowa and the lowa Finance Authority, And Authorizing
and Providing for the Issuance and Securing the Payment of $22,138,000 General
Obligation Annual Appropriation Refunding Capital Loan Notes, Series 2021, and
Providing for a Method of Payment of Said Notes; Approval of the Tax Exemption
Certificate."
The $22,138,000 General Obligation Annual Appropriation Refunding Capital Loan
Notes (State Revolving Fund Loan which refund the Stormwater Revenue Capital Loan
Notes, Series 2015B, dated June 19, 2015 and amended September 8, 2017. The
State Revolving Capital Loan Notes will carry an annual 1.18% interest rate for 20
years, with an annual servicing fee of 0.25%.
The General Obligation Annual Appropriation refunding bonds will have $1.5 million in
annual debt service that will count against the City's statutory debt limit. The lowa
Finance Authority has agreed to make the City a low-interest loan under the terms of a
Loan and Disbursement Agreement, that loan will be secured and evidenced by a
General Obligation Capital Loan Note (subject to annual Appropriation) that will be
issued by the lowa Finance Authority at the time the loan is closed.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
�JC/"'r�"� �y�,t
Michael C. Van Milligen
MCVM/jml
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jennifer Larson, Finance and Budget Director
Cassie Ross, Assistant Director of Finance
2
Dubuque
THE CITY OF �
D R All•America City
U L L 'nrn,`i.ine,uxxii
1 I ��/
I I
Maste iece on the Mississi i zoo�.Zo�Z.zo�3
�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 $22,138,000 General
Obligation Annual Appropriation Refunding Capital Loan Notes, Series 2021
DATE: March 30, 2021
INTRODUCTION:
The purpose of this memorandum is to summarize suggested proceedings to complete
action required on the $22,138,000 General Obligation Annual Appropriation Refunding
Capital Loan Notes (State Revolving Fund Loan which refund the Stormwater Revenue
Capital Loan Notes, Series 2015B, dated June 19, 2015 and amended September 8,
2017. A letter from attorney Kristin Cooper detailing information on the loan is enclosed.
BACKGROUND
The original Stormwater Utility Revenue Capital Loan Notes (State Revolving Loan Fund
Program) was for $29,541,000 and was used for the Upper Bee Branch Creek
Restoration. This loan qualified for green infrastructure principal forgiveness of
$5,908,200. The principal was forgiven by the lowa Finance Authority in June 2020.
DISCUSSION
The intent when the Series 2015B Stormwater Revenue Capital Loan Notes were issued
was that the debt would be fully repaid by sales tax increment and not count against the
Stormwater revenue bond covenant of 110%. The Stormwater revenue bond covenant
requires that the net income in the Stormwater fund on an accrual basis exceed debt
service on all revenue bonds paid by stormwater funds by 110%.
When the loan documents for the Series 2015B Stormwater Revenue Capital Loan Notes
were prepared, the Loan and Disbursements Agreements and Notes were payable out of
the net earnings of the Stormwater Management Utility instead of the sales tax increment
fund. This caused the Series 2015B Stormwater Revenue Capital Loan Notes to count
against the Stormwater revenue bond covenant of 110%. The error in the loan documents
was discovered during Fiscal Year 2020 when the Fiscal Year 2019 audit was completed.
After discussions with City bond counsel and financial advisor, and lowa Finance
Authority's bond counsel, it was determined that the best course of action for the City was
to refund the Series 2015B Stormwater Revenue Capital Loan Notes as General
1
Obligation Annual Appropriation refunding bonds. The sales tax increment revenue
funding source is new in lowa, created as part of the Flood Mitigation program which
established a $36 million Flood Recovery Fund for critical recovery and redevelopment
projects in communities impacted by the devastating floods of 2019. Due to sales tax
increment being such a new source of revenue for cities, the lowa Finance Authority did
not want to amend the State Revolving Fund Loan to use sales tax increment as the
funding source of the loan. In addition, the pandemic has made the sales tax increment
revenue stream unpredictable and the forecasted revenue would not meet required
revenue tests to allow sales tax increment to be used as a pledge for the debt.
The General Obligation Annual Appropriation refunding bonds will have $1.5 million in
annual debt service that will count against the City's statutory debt limit. The lowa Finance
Authority has agreed to make the City a low-interest loan under the terms of a Loan and
Disbursement Agreement, that loan will be secured and evidenced by a General
Obligation Capital Loan Note (subject to annual Appropriation) that will be issued by the
lowa Finance Authority at the time the loan is closed.
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 $22,138,000 General Obligation
Annual Appropriation Refunding Capital Loan Notes, Series 2021 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 General Obligation Annual
Appropriation Refunding Capital Loan Notes, Series 2021.
Attachments
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Cassie Ross, Assistant Finance Director
2
ITEMS TO INCLUDE ON AGENDA FOR APRIL 5, 2021
CITY OF DUBUQUE, IOWA
$22,138,000 General Obligation Annual Appropriation Refunding Capital Loan Notes, Series
2021.
. Resolution approving and authorizing a form of Loan and Disbursement Agreement by
and between the City of Dubuque, Iowa, and the Iowa Finance Authority, and
authorizing and providing for the issuance and securing the payment of$22,138,000
General Obligation Annual Appropriation Refunding Capital Loan Notes, Series 2021,
and providing for a method of payment of said Notes; Approval of the Tax Exemption
Certificate
NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE
CHAPTER 21 AND THE LOCAL RULES OF THE CITY.
- 1 -
April 5, 2021
The City Council of the City of Dubuque, State of Iowa, met via electronic means, an in
person meeting being declared impossible or impractical due to the COVID-19 pandemic, at
6:30 o'clock P.M., on the above date. There were present Mayor Roy D. Buol, in the chair, and
the following named Council Members:
Brad Cavanagh, Susan Farber, Rick Jones, David Resnick,
Laura Roussell, Danny Sprank
Absent: ___________________________________________
Vacant: ___________________________________________
* * * * * * *
Council Member Resnick introduced the following Resolution entitled "RESOLUTION
APPROVING AND AUTHORIZING A FORM OF LOAN AND DISBURSEMENT
AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND THE IOWA
FINANCE AUTHORITY, AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE
AND SECURING THE PAYMENT OF $22,138,000 GENERAL OBLIGATION ANNUAL
APPROPRIATION REFUNDING CAPITAL LOAN NOTES, SERIES 2021, AND
PROVIDING FOR A METHOD OF PAYMENT OF SAID NOTES; APPROVAL OF THE
TAX EXEMPTION CERTIFICATE" and moved that it be adopted. Council Member Roussell
seconded the motion to adopt. The roll was called and the vote was:
AYES: Sprank, Jones, Roussell, Resnick, Farber, Buol, Cavanagh
___________________________________________
NAYS: ___________________________________________
Whereupon, the Mayor declared said Resolution duly adopted as follows:
RESOLUTION NO. 92-21
RESOLUTION APPROVING AND AUTHORIZING A FORM
OF LOAN AND DISBURSEMENT AGREEMENT BY AND
BETWEEN THE CITY OF DUBUQUE, IOWA AND THE
IOWA FINANCE AUTHORITY, AND AUTHORIZING AND
PROVIDING FOR THE ISSUANCE AND SECURING THE
PAYMENT OF $22,138,000 GENERAL OBLIGATION
ANNUAL APPROPRIATION REFUNDING CAPITAL LOAN
NOTES, SERIES 2021, OF THE CITY OF DUBUQUE, IOWA,
UNDER THE PROVISIONS OF THE CODE OF IOWA, AND
PROVIDING FOR A METHOD OF PAYMENT OF SAID
NOTES; APPROVAL OF THE TAX EXEMPTION
CERTIFICATE
WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of
the laws and Constitution of the State of Iowa; and
WHEREAS, the Issuer is in need of funds to pay costs associated with the settlement,
adjustment, renewing, or extension of any part or all of the legal indebtedness of a city, whether
evidenced by bonds, warrants, or judgments, or the funding or refunding of the same, including
the Stormwater Revenue Capital Loan Notes, Series 2015B, dated June 19, 2015, and amended
September 8, 2017, and it is deemed necessary and advisable that a form of Loan Agreement be
approved and authorized and General Obligation Annual Appropriation Refunding Capital Loan
Notes, Series 2021, in the amount of $22,138,000 be issued for said purpose; and
WHEREAS, pursuant to notice published as required by Sections 384.24, 384.24A and
384.25 of the City Code of Iowa, as amended, this Council has held a public meeting and hearing
upon the proposal to institute proceedings for the issuance of the Notes, and the Council is
therefore now authorized to proceed with the issuance of the Notes; and
WHEREAS, the Notes are subject to the right of Nonappropriation by the City Council in
each fiscal year.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. Definitions. The following terms shall have the following meanings in this
Resolution unless the text expressly or by necessary implication requires otherwise:
♦ Annual Appropriation" shall mean the affirmative, discretionary act of the
City Council of Dubuque, Iowa, the process for such act as is set out in Section 3 of this
Resolution.
-2-
♦ "Agreement" shall mean a Loan and Disbursement Agreement dated as of
the Closing between and among the City and the Original Purchaser, relating to the Loan
made to the City under the Program;
♦ "Closing" shall mean the date of delivery of the Note to the Original
Purchaser and the funding of the Loan by the Original Purchaser;
♦ "Department" shall mean the Iowa Department of Natural Resources;
♦ "Issuer" and "City" shall mean the City of Dubuque, Iowa.
♦ "Loan" shall mean the principal amount allocated by the Original
Purchaser to the City under the Program, equal in amount to the principal amount of the
Notes;
♦ "Nonappropriation" shall mean the absence of an Annual Appropriation.
♦ "Notes" shall mean $22,138,000 General Obligation Annual
Appropriation Refunding Capital Loan Notes, Series 2021, authorized to be issued by this
Resolution.
♦ "Original Purchaser" shall mean the Iowa Finance Autharity, as the
purchaser of the Notes from Issuer at the time of their original issuance;
♦ "Paying Agent" shall mean the Director of Finance&Budget, or such
successor as may be approved by Issuer as provided herein and who shall carry out the
duties prescribed herein as Issuer's agent to provide for the payment of principal of and
interest on the Notes as the same shall become due.
♦ "Program" shall mean the Iowa Water Pollution Control Works Financing
Program undertaken jointly by the Original Purchaser and the Department;
♦ "Project" shall mean the settlement, adjustment, renewing, or extension of
any part or all of the legal indebtedness of a city, whether evidenced by bonds, warrants,
or judgments, or the funding or refunding of the same, including the Stormwater Revenue
Capital Loan Notes, Series 2015B, dated June 19, 2015, and amended September 8, 2017.
♦ "Project Fund" shall mean the Loan Account maintained under the
Program for the benefit of the Issuer, into which the proceeds of the Loan and the Note
shall be allocated and held until disbursed to pay Project costs;
♦ "Registrar" shall mean the Director of Finance & Budget, or such
successor as may be approved by Issuer as provided herein and who shall carry out the
duties prescribed herein with respect to maintaining a register of the owners of the Notes.
Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Notes.
- 3 -
♦ "Tax Exemption Certificate" shall mean the Tax Exemption Certificate
eXecuted by the Director of Finance & Budget and delivered at the time of issuance and
delivery of the Notes.
♦ "Treasurer" shall mean the Director of Finance &Budget or such other
officer as shall succeed to the same duties and responsibilities with respect to the
recording and payment of the Notes issued hereunder.
Section 2. Loan A�reement. The form of Loan and Disbursement Agreement in
substantially the form attached to this Resolution is hereby approved and is authorized to be
executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk.
Section 3. Levv and Certification of Annual Tax; Other Funds to be Used.
(a) Levv of Annual Tax. The City Council shall, in each adopted budget while
the Notes are outstanding, determine whether or not the City will appropriate funds for payment
of principal and interest on the Notes during the fiscal year covered by the budget then under
consideration. If the adopted budget includes provision far payment of principal and interest on
the Notes for said fiscal year, then no Nonappropriation has occurred. If the budget adopted does
not provide for payment of principal and interest on the Notes for the fiscal year covered by the
budget, then an act of Nonappropriation has occurred.
THE ISSUER'S OBLIGATION TO MAKE PAYMENTS OF 1NTEREST AND
PRINCIPAL 1N RESPECT OF THIS NOTE SHALL BE SUBJECT AT ALL TIMES TO
NONAPPROPRIATION BY THE CITY COUNCIL OF THE ISSUER. 1N THE EVENT THAT
FUNDS ARE NOT BUDGETED AND APPROPRIATED BY THE CITY COUNCIL OF THE
ISSUER IN ANY FISCAL YEAR IN AN AMOUNT SUFFICIENT TO MEET THE
PAYMENTS OF 1NTEREST AND PRINCIPAL DUE HEREUNDER, THE ISSUER SHALL
HAVE THE RIGHT TO TERMINATE ITS OBLIGATIONS UNDER THIS NOTE WITH
RESPECT TO FUTURE PAYMENTS OF 1NTEREST AND PRINCIPAL THEREON
WITHOUT PENALTY, BY GIVING NOT LESS THAN THIRTY (30) DAYS WRITTEN
NOTICE TO THE ORIGINAL PURCHASER (AS DEFINED 1N THE RESOLUTION) OF THE
LACK OF CONTINUED FUNDING, AND THE ISSUER'S OBLIGATIONS UNDER THIS
NOTE SHALL BECOME NULL AND VOID ON THE LAST DAY OF THE FISCAL YEAR
FOR WHICH THE NECESSARY FUNDS WERE APPROPRIATED. UPON THE
OCCURRENCE OF ANY SUCH NONAPPROPRIATION, ISSUER SHALL NOT BE
OBLIGATED TO MAKE PAYMENT OF ANY ADDITIONAL AMOUNTS 1N RESPECT OF
PRINCIPAL AND 1NTEREST ON THE NOTE BEYOND THOSE FUNDS WHICH HAVE
BEEN SO APPROPRIATED, AND THE ISSUER SHALL NOT BE LIABLE TO THE
ORIGINAL PURCHASER (OR ANY OTHER ASSIGNEE OR HOLDER OF THE NOTE)FOR
ANY REMAINING AMOUNTS DUE UNDER THE NOTE OR FOR ANY COSTS,DAMAGES
(1NCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES) OR EXPENSES
INCURRED BY THE ORIGINAL PURCHASER(OR ANY OTHER ASSIGNEE OR HOLDER
OF THE NOTE)AS A RESULT OF THE EXERCISE BY THE ISSUER OF THE FOREGOING
RIGHT OF NONAPPROPRIATION.
- 4 -
Subject to such Nonappropriation, there is hereby levied for each future year the
following direct annual taX on all of the taxable property in the City of Dubuque, Iowa,
to-wit
FISCAL YEAR (NLY 1 TO JUNE 30)
AMOUNT YEAR OF COLLECTION
$1,468,663.92** 2020/2021
$1,474,469.00* 2021/2022
$1,476,168.60* 2022/2023
$1,476,108.70* 2023/2024
$1,475,805.70* 2024/2025
$1,476,259.60* 2025/2026
$1,476,456.10* 2026/2027
$1,476,395.20* 2027/2028
$1,476,076.90* 2028/2029
$1,476,501.20* 2029/2030
$1,475,653.80* 2030/2031
$1,475,549.00* 2031/2032
$1,476,172.50* 2032/2033
$1,476,510.00* 2033/2034
$1,476,561.50* 2034/2035
$1,476,327.00* 2035/2036
$1,475,806.50* 2036/2037
** Payable from cash on hand
*These levies are subject to Nonappropriation.
(NOTE: For example the levy to be made and certified against the taxable valuations of
January 1, 2021, will be collected during the fiscal year commencing July 1, 2022).
(b) Resolution to be Filed With County Auditor. A certified copy of this
Resolution shall be filed with the County Auditor of Dubuque County Iowa, and the
Auditor is hereby instructed, subject to Nonappropriation, in and for each of the years as
provided, to levy and assess the tax hereby authorized in Section 3 of this Resolution, in
like manner as other taXes are levied and assessed, and such taxes so levied in and for
each of the years aforesaid be collected in like manner as other taxes of the City are
collected, and when collected be used for the purpose of paying principal and interest on
said Notes issued in anticipation of the tax, and for no other purpose whatsoever.
(c) The City currently intends to abate all or a portion of the levy necessary to
pay the Notes out of available sales tax increment and stormwater revenues (to the eXtent
appropriated by the City).
(d) Additional City Funds Available. Notwithstanding anything in this
Resolution to the contrary, the payments of principal and interest due on the Notes shall not
constitute a mandatory charge or a requirement in any ensuing fiscal year beyond the then
- 5 -
current fiscal year, and the Issuer shall have no continuing obligation to appropriate money for
the payment of interest and principal due on the Notes, and no provision of this Resolution or the
Notes shall be construed or interpreted as creating a general obligation or other indebtedness of
the Issuer within the meaning of any constitutional or statutory debt limitation. The Issuer's
obligation to make payments of interest and principal in respect of the Notes shall be subject at
all times to Nonappropriation by the City Council. On or before December 1 of each year, the
City Council shall determine whether to budget and appropriate funds for the next succeeding
fiscal year to make the payments of principal of and interest due on the Notes during such fiscal
year. If the City Council determines to budget and appropriate funds for such purposes, the City
agrees to take the following steps:
(1) certify to the County Auditor the amount of principal of and interest on the
Notes, if any, which are to be paid from sources other than a debt service levy
during such fiscal year; and
(2) certify to the County Auditor by the following March 31 the amount, if
any, of principal of and interest on the Notes which are to be paid from Debt
Service Tax Revenues for such fiscal year.
In the event that funds are not budgeted and appropriated by the City Council in any
fiscal year in an amount sufficient to meet the payments of interest and principal due on the
Notes, the Issuer shall have the right to terminate its obligations under the Notes with respect to
future payments of interest and principal thereon without penalty, by giving not less than thirty
(30) days written notice to the Original Purchaser of the lack of continued funding, and the
Issuer's obligations under the Notes shall become null and void on the last day of the fiscal year
for which the necessary funds were appropriated. Upon the occurrence of any such
Nonappropriation, Issuer shall not be obligated to make payment of any additional amounts in
respect of principal and interest on the Notes beyond those funds which have been appropriated,
and the Issuer shall not be liable to the Original Purchaser (or any other assignee or holder of the
Notes) far any remaining amounts due under the Notes ar for any costs, damages (including but
not limited to consequential damages) or expenses incurred by the Original Purchaser (or any
other assignee or holder of the Notes) as a result of the eXercise by the Issuer of the foregoing
right of Nonappropriation.
Section 4. Note Fund. Said tax shall be assessed and collected each year at the same
time and in the same manner as, and in addition to, all other taxes in and for the City, and when
collected they shall be converted into a special fund within the Debt Service Fund to be known
as the "GENERAL OBLIGATION ANNUAL APPROPRIATION REFUNDING CAPITAL
LOAN NOTE FLTND 2021 NO. 1" (the "Note Fund"), which is hereby pledged for and shall be
used only for the payment of the principal of and interest on the Notes hereinafter authorized to
be issued; and also subject to Nonappropriation, and there shall be apportioned to said fund its
proportion of taxes received by the City from railway, express, telephone and telegraph
companies and other taXes assessed by the Iowa State Department of Revenue.
Section 5. A�plication of Note Proceeds. Proceeds of the Notes other than accrued
interest except as may be provided below shall be credited to the Project Fund and expended
only for the purposes of the Project. Any amounts on hand in the Project Fund shall be available
- 6 -
for the payment of the principal of or interest on the Notes at any time that other funds shall be
insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the
earliest opportunity. Any balance on hand in the Project Fund and not immediately required for
its purposes may be invested not inconsistent with limitations provided by law or this Resolution.
Accrued interest, if any, shall be deposited in the Note Fund.
Section 6. Investments of Note Fund Proceeds. All moneys held in the Note Fund and
the Project Fund, shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2019
(formerly Chapter 452, Code of Iowa, as amended) or deposited in financial institutions which
are members of the Federal Deposit Insurance Corporation and the deposits in which are insured
thereby and all such deposits exceeding the maximum amount insured from time to time by
FDIC ar its equivalent successor in any one financial institution shall be continuously secured in
compliance with Chapter 12C of the Code of Iowa, 2019, as amended or otherwise by a valid
pledge of direct obligations of the United States Government having an equivalent market value.
All such interim investments shall mature before the date on which the moneys are required for
payment of principal of or interest on the Notes as herein provided.
Section 7. Note Details, EXecution and Redemption.
(a) Note Details. General Obligation Annual Appropriation Refunding Capital
Loan Notes, Series 2021, of the City in the total amount of$22,138,000, shall be issued
to evidence the obligations of the Issuer under the Loan Agreement pursuant to the
provisions of Sections 384.24, 384.24A and 384.25 of the City Code of Iowa, as
amended, for the aforesaid purpose. The Notes shall be designated "GENERAL
OBLIGATION ANNUAL APPROPRATION REFUNDING CAPITAL LOAN NOTE,
SERIES 2021", be dated the date of delivery, and bear interest at the rate of 1.18%per
annum from the date of each advancement made under the Agreement, until payment
thereof, or Nonappropriation, at the office of the Paying Agent, said interest payable on
June 1, 2021, and semi-annually thereafter on the 1 st day of June and December in each
year until maturity as set forth on the Debt Service Schedule attached to the Agreement
as Exhibit A and incorporated herein by this reference. As set forth on said Debt Service
Schedule,principal shall be payable on June 1, 2021 and annually thereafter on the 1 st
day of June in the amounts set forth therein until principal and interest are fully paid, or
until Nonappropriation, eXcept that the final installment of the entire balance of principal
and interest, if not sooner paid, and if appropriated, shall become due and payable on
June 1, 2037. Notwithstanding the foregoing or any other provision hereof, principal and
interest shall be payable as shown on said Debt Service Schedule until completion of the
Project, at which time the final Debt Service Schedule shall be determined based upon
actual advancements, final costs and completion of the Project, all as provided in the
administrative rules governing the Iowa Water Pollution Control Works Financing
Program. Payment of principal and interest on the Notes shall at all times conform to
said Debt Service Schedule and the rules of the Iowa Water Pollution Control Works
Financing Program.
The Notes shall be executed by the manual or facsimile signature of the Mayor and
attested by the manual or facsimile signature of the Clerk, and impressed or imprinted with the
- 7 -
seal of the City and shall be fully registered as to both principal and interest as provided in this
Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying
Agent by mailing of a check, wire transfer or automated clearing house system transfer to the
registered owner of the Note. The Notes shall be in the denomination of$1,000 or multiples
thereof and may at the request of the Original Purchaser be initially issued as a single Note in the
denomination of$22,138,000 and numbered GO-1.
Section 8. Initiation Fee and Servicin F�ee. In addition to the payment of principal of
and interest on the Notes, the Issuer also agrees to pay the Servicing Fee as defined and in
accordance with the terms of the Agreement.
Section 9. Redem�tion. The Notes are subject to optional redemption at a price of par
plus accrued interest (i) on any date upon receipt of written consent of the Original Purchaser or
(ii) in the event that all or substantially all of the Project is damaged or destroyed. Any optional
redemption of the Notes may be made from any funds regardless of source, in whole or from
time to time in part, in inverse order of maturity,by giving not less than thirty(30) days' notice
of redemption by certified or registered mail to the Original Purchaser(or any other registered
owner of the Note). The terms of redemption shall be par,plus accrued interest to date of call.
The Notes are also subject to mandatory redemption as set forth in Section 5 of the Agreement.
Section 10. Re�istration of Notes; A�ointment of Registrar; Transfer; Ownershi�
Delivery; and Cancellation.
(a) Registration. The ownership of Notes may be transferred only by the making
of an entry upon the books kept for the registration and transfer of ownership of the
Notes, and in no other way. The Director of Finance & Budget is hereby appointed as
Registrar under the terms of this Resolution and under the provisions of a separate
agreement with the Issuer filed herewith which is made a part hereof by this reference.
Registrar shall maintain the books of the Issuer for the registration of ownership of the
Notes for the payment of principal of and interest on the Notes as provided in this
Resolution. All Notes shall be negotiable as provided in Article 8 of the Uniform
Commercial Code subject to the provisions for registration and transfer contained in the
Notes and in this Resolution.
(b) Transfer. The ownership of any Note may be transferred only upon the
Registration Books kept for the registration and transfer of Notes and only upon
surrender thereof at the office of the Registrar together with an assignment duly executed
by the holder or his duly authorized attorney in fact in such form as shall be satisfactory
to the Registrar, along with the address and social security number or federal employer
identification number of such transferee (or, if registration is to be made in the name of
multiple individuals, of all such transferees). In the event that the address of the
registered owner of a Note (other than a registered owner which is the nominee of the
broker or dealer in question) is that of a broker or dealer, there must be disclosed on the
Registration Books the information pertaining to the registered owner required above.
Upon the transfer of any such Note, a new fully registered Note, of any denomination or
denominations permitted by this Resolution in aggregate principal amount equal to the
- 8 -
unmatured and unredeemed principal amount of such transferred fully registered Note,
and bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
(c) Registration of Transferred Notes. In all cases of the transfer of the Notes, the
Registrar shall register, at the earliest practicable time, on the Registration Books, the
Notes, in accordance with the provisions of this Resolution.
(d) Ownership. As to any Note, the person in whose name the ownership of the
same shall be registered on the Registration Books of the Registrar shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of or on account of
the principal of any such Notes and the premium, if any, and interest thereon shall be
made only to or upon the order of the registered owner thereof or his legal representative.
All such payments shall be valid and effectual to satisfy and discharge the liability upon
such Note, including the interest thereon, to the extent of the sum or sums so paid.
(e) Cancellation. In the event of Nonappropriation, the Notes shall be cancelled
by the Registrar. All Notes which have been redeemed shall not be reissued but shall be
cancelled by the Registrar. All Notes which are cancelled by the Registrar shall be
destroyed and a certificate of the destruction thereof shall be furnished promptly to the
Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled
Notes to the Issuer.
(� Non-Presentment of Notes. In the event any payment check, wire, or
electronic transfer of funds representing payment of principal of or interest on the Notes
is returned to the Paying Agent or if any note is not presented for payment of principal at
the maturity or redemption date, if funds sufficient to pay such principal of or interest on
Notes shall have been made available to the Paying Agent far the benefit of the owner
thereof, all liability of the Issuer to the owner thereof for such interest or payment of such
Notes shall forthwith cease, terminate and be completely discharged, and thereupon it
shall be the duty of the Paying Agent to hold such funds, without liability for interest
thereon, for the benefit of the owner of such Notes who shall thereafter be restricted
exclusively to such funds for any claim of whatever nature on his part under this
Resolution or on, or with respect to, such interest ar Notes. The Paying Agent's
obligation to hold such funds shall continue for a period equal to two years and six
months following the date on which such interest or principal became due, whether at
maturity, or at the date fixed for redemption thereof, or otherwise, at which time the
Paying Agent shall surrender any remaining funds so held to the Issuer, whereupon any
claim under this Resolution by the Owners of such interest or Notes of whatever nature
shall be made upon the Issuer.
(g) Registration and Transfer Fees. The Registrar may furnish to each owner, at
the Issuer's expense, one note for each annual maturity. The Registrar shall furnish
additional Notes in lesser denominations (but not less than the minimum denomination)
to an owner who so requests.
- 9 -
Section 11. Reissuance of Mutilated, Destroved, Stolen or Lost Notes. In case any
outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the
request of Registrar authenticate and deliver a new Note of like tenor and amount as the Note so
mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note to
Registrar, upon surrender of such mutilated Note, or in lieu of and substitution for the Note
destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and
Issuer that such Note has been destroyed, stolen or lost and proof of ownership thereof, and upon
furnishing the Registrar and Issuer with satisfactary indemnity and complying with such other
reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the
Issuer may incur in connection therewith.
Section 12. Record Date. Payments of principal and interest, otherwise than upon full
redemption, made in respect of any Note, shall be made to the registered holder thereof or to
their designated Agent as the same appear on the books of the Registrar on the 15th day of the
month preceding the payment date. All such payments shall fully discharge the obligations of
the Issuer in respect of such Notes to the eXtent of the payments so made. Upon receipt of the
final payment of principal, the holder of the Note shall surrender the Note to the Paying Agent.
Section 13. Execution, Authentication and Delivery of the Notes. The Mayor and Clerk
shall eXecute the Notes by their manual or authorized signature and deliver the Notes to the
Registrar, who shall authenticate the Notes and deliver the same to or upon order of the Original
Purchaser. No Note shall be valid or obligatory far any purpose or shall be entitled to any right
or benefit hereunder unless the Registrar shall duly endorse and execute on such Note a
Certificate of Authentication substantially in the form of the Certificate herein set forth. Such
Certificate upon any Note executed on behalf of the Issuer shall be conclusive evidence that the
Note so authenticated has been duly issued under this Resolution and that the holder thereof is
entitled to the benefits of this Resolution.
Section 14. Ri�ht to Name Substitute Pa. �i���ent or Re_isg trar. Issuer reserves the
right to name a substitute, successor Registrar or Paying Agent upon giving prompt written
notice to each registered noteholder.
- 10 -
Section 15. Form of Note. Notes shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as follows:
(6) (6)
��) g
(1)
(2) (3) (4) (5)
(9)
9a
(10)
(Continued on the back of this Note)
(11)(12)(13) (14) (is)
FIGURE 1
(Front)
- 11 -
(10) (16)
(Continued)
FIGURE 2
(Back)
- 12 -
The text of the Notes to be located thereon at the item numbers shown shall be as
follows:
Item 1, figure 1 = "STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"GENERAL OBLIGATION ANNUAL APPROPRIATION
REFUNDING CAPITAL LOAN NOTE"
"SERIES 2021"
Item 2, figure 1 = Rate: 1.18%
Item 3, figure 1 = Final Maturity:
Item 4, figure 1 = Note Date:
Item 5, figure 1 = Cusip No.: N/A
Item 6, figure 1 = "Registered"
Item 7, figure 1 = Certificate No. GO-1
Item 8, figure 1 = Principal Amount: $22,138,000
Item 9, figure 1 = The City of Dubuque, Iowa, a municipal corporation organized and
eXisting under and by virtue of the Constitution and laws of the State of Iowa(the "Issuer"), for
value received, subject to Nonappropriation,promises to pay from the source and as hereinafter
provided, to
Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with
name of Registered Owner).
Item 10, figure 1 = or registered assigns, the principal sum of(�princi�al amount written
out) in lawful money of the United States of America, on the maturity dates and in the principal
amounts set forth on the Debt Service Schedule attached hereto and incorporated herein by this
reference, with interest on said sum from the date of each advancement made under a certain
Loan and Disbursement Agreement dated as of the date hereof until paid at the rate of 1.75%per
annum,payable on June 1, 2021, and semi-annually thereafter on the lst day of June and
December in each year, or until Nonappropriation. As set forth on said Debt Service Schedule,
principal shall be payable on June 1, 2021 and, subject to Nonappropriation, annually thereafter
on the first day of June in the amounts set forth therein until principal and interest are fully paid,
ar until Nonappropriation, eXcept that the final installment of the entire balance of principal and
interest, if appropriated and not sooner paid, shall become due and payable on June 1, 2037.
Notwithstanding the foregoing or any other provision hereof,principal and interest shall be
payable as shown on said Debt Service Schedule until completion of the Project, at which time
the final Debt Service Schedule shall be determined and attached hereto based upon actual
advancements, final costs and completion of the Project, all as provided in the administrative
rules governing the Iowa Water Pollution Control Works Financing Program. Payment of
principal and interest of this Note shall at all times conform to said Debt Service Schedule and
the rules of the Iowa Water Pollution Control Works Financing Program.
- 13 -
Interest and principal shall be paid, subject to Nonappropriation, 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 preceding such interest payment date. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.
THE ISSUER'S OBLIGATION TO MAKE PAYMENTS OF INTEREST AND
PRINCIPAL IN RESPECT OF THIS NOTE SHALL BE SUBJECT AT ALL TIMES TO
NONAPPROPRIATION BY THE CITY COUNCIL OF THE ISSUER. IN THE EVENT
THAT FUNDS ARE NOT BUDGETED AND APPROPRIATED BY THE CITY
COUNCIL OF THE ISSUER IN ANY FISCAL YEAR IN AN AMOUNT SUFFICIENT
TO MEET THE PAYMENTS OF INTEREST AND PRINCIPAL DUE HEREUNDER,
THE ISSUER SHALL HAVE THE RIGHT TO TERMINATE ITS OBLIGATIONS
UNDER THIS NOTE WITH RESPECT TO FUTURE PAYMENTS OF INTEREST AND
PRINCIPAL THEREON WITHOUT PENALTY, BY GIVING NOT LESS THAN
THIRTY (30) DAYS WRITTEN NOTICE TO THE ORIGINAL PURCHASER (AS
DEFINED IN THE RESOLUTION) OF THE LACK OF CONTINUED FUNDING, AND
THE ISSUER'S OBLIGATIONS UNDER THIS NOTE SHALL BECOME NULL AND
VOID ON THE LAST DAY OF THE FISCAL YEAR FOR WHICH THE NECESSARY
FUNDS WERE APPROPRIATED. UPON THE OCCURRENCE OF ANY SUCH
NONAPPROPRIATION, ISSUER SHALL NOT BE OBLIGATED TO MAKE
PAYMENT OF ANY ADDITIONAL AMOUNTS IN RESPECT OF PRINCIPAL AND
INTEREST ON THE NOTE BEYOND THOSE FUNDS WHICH HAVE BEEN SO
APPROPRIATED, AND THE ISSUER SHALL NOT BE LIABLE TO THE ORIGINAL
PURCHASER(OR ANY OTHER ASSIGNEE OR HOLDER OF THE NOTE) FOR ANY
REMAINING AMOUNTS DUE UNDER THE NOTE OR FOR ANY COSTS, DAMAGES
(INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES) OR
EXPENSES INCURRED BY THE ORIGINAL PURCHASER(OR ANY OTHER
ASSIGNEE OR HOLDER OF THE NOTE) AS A RESULT OF THE EXERCISE BY THE
ISSUER OF THE FOREGOING RIGHT OF NONAPPROPRIATION.
This Note is issued pursuant to the provisions of Sections 384.24, 384.24A and 384.25 of
the City Code of Iowa, as amended, for the purpose of paying costs of the settlement, adjustment,
renewing, or extension of any part or all of the legal indebtedness of a city, whether evidenced
by bonds, warrants, ar judgments, or the funding or refunding of the same, including the
Stormwater Revenue Capital Loan Notes, Series 2015B, dated June 19, 2015, and amended
September 8, 2017, and in order to evidence the obligations of the Issuer under a certain Loan
and Disbursement Agreement dated as of the date hereof, in conformity to a Resolution of the
City Council of the Issuer duly passed and approved. For a complete statement of the revenues
and funds from which and the conditions under which this Note is payable, a statement of the
conditions under which additional Notes 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 Agreement and Resolution.
This Note is subject to optional redemption at a price of par plus accrued interest (i) on
any date upon receipt of written consent of the Original Purchaser or (ii) in the event that all or
substantially all of the Project is damaged or destroyed. Any optional redemption of this Note
- 14 -
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 &Budget, the Registrar. Such transfer on the books shall
occur only upon presentation and surrender of this Note at the office of the Registrar as
designated below, together with an assignment duly executed by the owner hereof or his duly
authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right
to substitute the Registrar and Paying Agent but shall, however, promptly give notice to
registered 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.
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; that, subject to Nonappropriation,provision has been made for the
levy of a sufficient continuing annual tax on all the taXable property within the territory of the
Issuer for the payment of the principal and interest of this Note as the same will respectively
become due; that, subject to Nonappropriation, such taxes have been irrevocably pledged for the
prompt payment hereof,both principal and interest, and the total indebtedness of the Issuer
including this Note, does not eXceed the constitutional or statutory limitations.
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 Director of
Finance & Budget of the City of Dubuque, Iowa, all as of the 30th day of April, 2021
Item 11, figure 1 = Date of authentication:
Item 12, figure 1 = This is one of the Notes described in the within mentioned Resolution,
as registered by the Director of Finance & Budget.
DIRECTOR OF FINANCE & BUDGET
By:
Registrar
Item 13, figure 1 = Registrar and Transfer Agent: Director of Finance &Budget
Paying Agent: Director of Finance & Budget
SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14, figure 1 = (Seal)
- 15 -
Item 15, figure 1 = (Signature Block)
CITY OF DUBUQUE, IOWA
By: (manual si n�)
Mayor
ATTEST:
By: (manual si n�)
City Clerk
Item 16, figure 2 = [Assignment Block]
[Information Required for Registration]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. ) the
within Note and does hereby irrevocably constitute and appoint
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* Corparation
Partnership Trust
*If the Note is to be registered in the names of multiple individual owners, the names of all such
owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Note, shall
be construed as though written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MIN ACT - .......... Custodian ..........
(Cust) (Minor)
Under Iowa Uniform Transfers to Minors Act...................
(State)
ADDITIONAL ABBREVIATIONS MAY BE ALSO
USED THOUGH NOT IN THE ABOVE LIST
Section 16. Contract Between Issuer and Purchaser. This Resolution shall constitute a
contract between said City and the purchaser of the Notes.
Section 17. Non-Arbitrage Covenants. The Issuer reasonably expects and covenants that
no use will be made of the proceeds from the issuance and sale of the Notes issued hereunder
which will cause any of the Notes to be classified as arbitrage bonds within the meaning of
Section 148(a) and (b) of the Internal Revenue Code of the United States, and that throughout the
term of the Notes it will comply with the requirements of said statute and regulations issued
thereunder.
To the best knowledge and belief of the Issuer, there are no facts or circumstances that
would materially change the foregoing statements or the conclusion that it is not expected that
the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage
bonds. Without limiting the generality of the foregoing, the Issuer hereby agrees to comply with
the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption
Certificate are hereby incorporated by reference as part of this Resolution. The Director of
Finance & Budget is hereby directed to make and insert all calculations and determinations
necessary to complete the Tax Exemption Certificate in all respects and to eXecute and deliver
- 17 -
the Tax Exemption Certificate at issuance of the Notes to certify as to the reasonable
expectations and covenants of the Issuer at that date.
Section 18. Additional Covenants, Representations and Warranties of the Issuer. The
Issuer certifies and covenants with the purchasers and holders of the Notes from time to time
outstanding that the Issuer through its officers, (a) will make such further specific covenants,
representations and assurances as may be necessary or advisable; (b) comply with all
representations, covenants and assurances contained in the Tax Exemption Certificate, which
Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the
owners of the Notes; (c) consult with bond counsel (as defined in the Tax Exemption
Certificate); (d) pay to the United States, as necessary, such sums of money representing required
rebates of excess arbitrage profits relating to the Notes; (e) file such forms, statements and
supporting documents as may be required and in a timely manner; and (f) if deemed necessary or
advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other
persons to assist the Issuer in such compliance.
Section 19. Amendment of Resolution to Maintain Tax Exemption. This Resolution
may be amended without the consent of any owner of the Notes if, in the opinion of bond
counsel, such amendment is necessary to maintain tax exemption with respect to the Notes under
applicable Federal law or regulations.
Section 20. Severability Clause. If any section, paragraph, clause or provision of this
Resolution be held invalid, such invalidity shall not affect any of the remaining provisions
hereof; and this Resolution shall become effective immediately upon its passage and approval.
Section 21. Repeal of Conflicting Resolutions or Ordinances. All ordinances and
resolutions and parts of ordinances and resolutions in conflict herewith are hereby.
PASSED AND APPROVED this 5th day of April, 2021.
Mayor
ATTEST:
a" X.
City Clerk
CERTIFICATE
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify
that attached is a true and complete copy of the portion of the corporate records of the City
showing proceedings of the City Council, and the same is a true and complete copy of the action
taken by the Council with respect to the matter at the meeting held on the date indicated in the
attachment, which proceedings remain in full force and effect, and have not been amended or
rescinded in any way; that meeting and all action thereat was duly and publicly held in
accordance with a notice of meeting and tentative agenda, a copy of which was timely served on
each member of the Council and posted on a bulletin board or other prominent place easily
accessible to the public and clearly designated for that purpose at the principal office of the
Council (a copy of the face sheet of the 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 law and with members of the public present in attendance; I further certify that the
individuals named therein were on the date thereof duly and lawfully possessed of their
respective City offices as indicated therein, that no Council vacancy existed except as may be
stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City or the right of the
individuals named therein as officers to their respective positions.
WITNESS my hand and the seal of the City hereto affixed this � I `� day of
r d , 2021.
City Clerk, City of Dubuque, State of Iowa
COUNTY AUDITOR'S CERTIFICATE
I, ,County Auditor of Dubuque County, Iowa, hereby certify
that on the - day of IL, , 2021, there was filed in my office the Resolution of
the City Council of the City of Dubuque, Iowa, adopted on the 5th day of April, 2021, said
Resolution authorizing execution of a Loan and Disbursement Agreement and authorizing the
issuance of $22,138,000 General Obligation Annual Appropriation Refunding Capital Loan
Notes, Series 2021, dated April 30, 2021, and levying a tax therefor.
County Auditor of Dubuq e to of
Iowa
(COUNTY SEAL)
s
018503
DELIVERY CERTIFICATE
We, the undersigned City officials, do hereby certify that we are the officers, respectively
below indicated, of a political subdivision in the State of Iowa, known as the City of Dubuque,
Iowa; that in pursuance of the provisions of Sections 384.24, 384.24A and 384.25, 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 General Obligation
Annual Appropriation Refunding Capital Loan Note, Series 2021, of the City of Dubuque, Iowa,
in the amount of$22,138,000, dated the date of delivery, bearing interest at the rate of 1.18%per
annum and maturing as set forth on the Debt Service Schedule attached hereto and incorporated
herein by this reference.
The Note has been executed with the manual signature of the Mayor and the manual
signature of the City Clerk of said City.
The Note has been delivered to:
Iowa Finance Authority of Des Moines, Iowa,
and has been paid for in accordance with the terms of the contract of sale and at 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 City officers to their respective positions, ar the validity of the Note, or the power
and duty of the City to provide and apply adequate taxes for the full and prompt payment of the
principal and interest of the Note, and that no measure ar provision far the authorization or
issuance of the Note has been repealed or rescinded.
We further certify that due provision has been made for the collection with the next levies
of taXes, of a sufficient taX to meet all payments coming due, whether of principal or of interest
on said Note Issue,prior to the collection of the next succeeding levies of taxes; that all
payments coming due before the collection of the tax provided for as aforesaid will be paid
promptly when due from cash on hand; and that the proceedings authorizing the issuance and
delivery of said Note remains in full force and effect and have not been withdrawn, amended or
rescinded.
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 said Note.
We further certify that the present financial condition of the said City is as follows:
Assessed and taxable value of all
taXable property within said City,
except moneys and credits and tax
free lands (Year 2020/2021),
according to the last completed State
and County tax lists (100% - Before Rollback) $
Total general obligation bonded
indebtedness of said City, including
this issue
All other general obligation indebtedness,
(including warrants, judgments, contracts
of purchase or lease/purchase, self-insurance
or local government risk pool obligations,
loan agreements, and revenue bonds issued
under Code Section 403.9), of said City of
any kind $
IN WITNESS WHEREOF, we have hereunto affixed our hands at Dubuque, Iowa, this
day of , 2021.
Mayor
City Clerk
ttor o Finance & Budget
N
Form 8038-G
(Rev. September 2018)
Department of the Treasury
Internal Revenue Service
Information Return for Tax -Exempt Governmental Bonds
► Under Internal Revenue Code section 149(e)
►See separate instructions. OMB No. 1545-0720
Caution: If the issue price is under $100,000, use Form 8038-GC.
► Go to www.irs.gov/F8038G for instructions and the latest information.
Reporting Authority If Amended Return. check hPra ► I-1
1 Issuer's name
2 Issuer's employer identification number (EIN)
City of Dubuque, Iowa
42-6004596
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)
3b Telephone number of other person shown on 3a
4 Number and street (or P.O. box if mail is not delivered to street address)
Room/suite
5 Report number (For IRS Use Only)
50 W. 13th Street130011
6 City, town, or post office, state, and ZIP code
7 Date of issue
Dubuque, Iowa 52001
Aril 30, 2021
8 Name of issue
9 CUSIP number
General Obligation Annual Appropriation Refunding Capital Loan Notes, Series 2021
NONE
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
10b Telephone number of officer or other
instructions)
employee shown on 10a
Jenny Larson, Director of Finance and Budget
563-589-4100
ype OT Issue (enter the Issue price). See the instructions and attach schedule.
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 ►
If bonds are TANs or RANs, check only box 19a . . . . . . . . . . . . . . ► ❑
If bonds are BANs, check only box 19b . . . . . . . . . . . . . . . . . . 0- El
If bonds are in the form of a lease or installment sale, check box . ► ❑
11
12
13
14
15
16
17
22,138,0001
00
18
MIM
FTMMM
Description of Bonds. COmDlete for the entire issue fnr which thi-, fnrm is hainn filar)
(a) Final maturity date
(b) Issue price
(c) Stated redemption
(d) Weighted
(e) Yield
price at maturity
average maturity
21 06/01/2037
$ 22,138,000
$ 22,138,000
8.426 years
1.18003 %
` uses OT I'roceeas OT bond Issue (Including underwriters' discount)
22
23
24
25
26
27
28
29
30
Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . .
Issue price of entire issue (enter amount from line 21, column (b)) . . . . .
Proceeds used for bond issuance costs (including underwriters' discount) 24 _0_
Proceeds used for credit enhancement . . . . . . . . . . . . 25 .0.
Proceeds allocated to reasonably required reserve or replacement fund 26 _0_
Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . 27 22,138,000 00.
Proceeds used to refund prior taxable bonds. Complete Part V . . . . 28 p_
Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . .
Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
22
-0_
23
22,138,000
00
22,138,000
00
29
30
0_
1113T,112-Description
of Refunded Bonds. Complete this part only for refunding bonds.
31
32
33
34
Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► 8.426 years
Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► N/A years
Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . ► 04/30/2021
Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) 06/19/2015
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S
Form 8038-G (Rev. 9-2018)
Form 8038-G (Rev. 9-2018) Page 2
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 _0_
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract VA
(GIC). See instructions . . . . . . . . . . . . . . . . . . . . . . . . . 36a .0.
b Enter the final maturity date of the GIC ► (MM/DD/YYYY)
c Enter the name of the GIC provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37 _0_
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► Z and enter the following information:
b Enter the date of the master pool bond ► (MM/DD/YYYY) unknown
c Enter the EIN of the issuer of the master pool bond ► attached
d Enter the name of the issuer of the master pool bond ► See attached schedule 1
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . . ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑
41a If the issuer has identified a hedge, check here ► ❑ and enter the following information:
b Name of hedge provider ►
c Type of hedge ►
d Term of hedge ►
42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . ► Fv�
44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► 0
45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement . . . . . . . . . . . . . . lo-
b Enter the date the official intent was adopted ► MM/DD/YYY
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
and process this return, to the -person that I have authorized above.
Consent Jenny Larson, Director of Finance & Budget
Signature o suer' authorized repre `ntative Date ' Type or print name and title
payer's name
Paid Print/Type pparer's signature Date Check Elif PTIN
Preparer
Kristin Billingsley Pre
Coo er self-employed p02001942
Use Only Firm's name ► Ahlers & Cooney, P.C. Firm'. EIN ► 42-1323559
Firm's address ► 100 Court Avenue, Suite 600, Des Moines, Iowa 50309 Phone no. 515-246-0330
Form 8038-G (Rev. 9-2018)
REGISTERED REGISTERED
Certificate No. GO-1 Principal Amount $22,138,000
UNITED STATES OF AMERICA
STATE OF IOWA
COUNTY OF DUBUQUE
CITY OF DUBUQUE
GENERAL OBLIGATION ANNUAL APPROPRIATION REFUNDING CAPITAL
LOAN NOTE
ESSENTIAL CORPORATE PURPOSE
SERIES 2021
Interest Rate Final Maturitv Date Note Date
1.18% June 1, 2037 Apri130, 2021
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, subject
to Nonappropriation,promises to pay from the source and as hereinafter provided, to
Iowa Finance Authority,
ar registered assigns, the principal sum of Twenty-Two Million One Hundred Thirty-
Eight 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 June 1, 2021, and semi-annually
thereafter on the lst day of June and December in each year, or until Nonappropriation. As set
forth on said Debt Service Schedule,principal shall be payable on June 1, 2021 and, subject to
Nonappropriation, annually thereafter on the first day of June in the amounts set forth therein
until principal and interest are fully paid, or until Nonappropriation, except that the final
installment of the entire balance of principal and interest, if appropriated and not sooner paid,
shall become due and payable on June 1, 2037. Notwithstanding the foregoing or any other
provision hereof,principal and interest shall be payable as shown on said Debt Service Schedule
until completion of the Project, at which time the final Debt Service Schedule shall be
determined and attached hereto based upon actual advancements, final costs and completion of
the Project, all as provided in the administrative rules governing the Iowa Water Pollution
Control Works Financing Program. Payment of principal and interest of this Note shall at all
times conform to said Debt Service Schedule and the rules of the Iowa Water Pollution Control
Works Financing Program.
Interest and principal shall be paid, subject to Nonappropriation, 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 preceding such interest payment date. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.
THE ISSUER'S OBLIGATION TO MAKE PAYMENTS OF INTEREST AND
PRINCIPAL IN RESPECT OF THIS NOTE SHALL BE SUBJECT AT ALL TIMES TO
NONAPPROPRIATION BY THE CITY COUNCIL OF THE ISSUER. IN THE EVENT
THAT FUNDS ARE NOT BUDGETED AND APPROPRIATED BY THE CITY
COUNCIL OF THE ISSUER IN ANY FISCAL YEAR IN AN AMOUNT SUFFICIENT
TO MEET THE PAYMENTS OF INTEREST AND PRINCIPAL DUE HEREUNDER,
THE ISSUER SHALL HAVE THE RIGHT TO TERMINATE ITS OBLIGATIONS
UNDER THIS NOTE WITH RESPECT TO FUTURE PAYMENTS OF INTEREST AND
PRINCIPAL THEREON WITHOUT PENALTY, BY GIVING NOT LESS THAN
THIRTY (30) DAYS WRITTEN NOTICE TO THE ORIGINAL PURCHASER (AS
DEFINED IN THE RESOLUTION) OF THE LACK OF CONTINUED FUNDING, AND
THE ISSUER'S OBLIGATIONS UNDER THIS NOTE SHALL BECOME NULL AND
VOID ON THE LAST DAY OF THE FISCAL YEAR FOR WHICH THE NECESSARY
FUNDS WERE APPROPRIATED. UPON THE OCCURRENCE OF ANY SUCH
NONAPPROPRIATION, ISSUER SHALL NOT BE OBLIGATED TO MAKE
PAYMENT OF ANY ADDITIONAL AMOUNTS IN RESPECT OF PRINCIPAL AND
INTEREST ON THE NOTE BEYOND THOSE FUNDS WHICH HAVE BEEN SO
APPROPRIATED, AND THE ISSUER SHALL NOT BE LIABLE TO THE ORIGINAL
PURCHASER(OR ANY OTHER ASSIGNEE OR HOLDER OF THE NOTE) FOR ANY
REMAINING AMOUNTS DUE UNDER THE NOTE OR FOR ANY COSTS, DAMAGES
(INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES) OR
EXPENSES INCURRED BY THE ORIGINAL PURCHASER(OR ANY OTHER
ASSIGNEE OR HOLDER OF THE NOTE) AS A RESULT OF THE EXERCISE BY THE
ISSUER OF THE FOREGOING RIGHT OF NONAPPROPRIATION.
This Note is issued pursuant to the provisions of Sections 384.24, 384.24A and 384.25 of
the City Code of Iowa, as amended, for the purpose of paying costs of the settlement, adjustment,
renewing, or extension of any part or all of the legal indebtedness of a city, whether evidenced
by bonds, warrants, ar judgments, or the funding or refunding of the same, including the
Stormwater Revenue Capital Loan Notes, Series 2015B, dated June 19, 2015, and amended
September 8, 2017, and in order to evidence the obligations of the Issuer under a certain Loan
and Disbursement Agreement dated as of the date hereof, in conformity to a Resolution of the
City Council of the Issuer duly passed and approved. For a complete statement of the revenues
and funds from which and the conditions under which this Note is payable, a statement of the
conditions under which additional Notes 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 Agreement and Resolution.
This Note is subject to optional redemption at a price of par plus accrued interest (i) on
any date upon receipt of written consent of the Original Purchaser 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 & Budget, the Registrar. Such transfer on the books shall
occur only upon presentation and surrender of this Note at the office of the Registrar as
designated below, together with an assignment duly executed by the owner hereof or his duly
authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right
to substitute the Registrar and Paying Agent but shall, however, promptly give notice to
registered 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.
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; that, subject to Nonappropriation, provision has been made for the
levy of a sufficient continuing annual tax on all the taxable property within the territory of the
Issuer for the payment of the principal and interest of this Note as the same will respectively
become due; that, subject to Nonappropriation, such taxes have been irrevocably pledged for the
prompt payment hereof, both principal and interest, and the total indebtedness of the Issuer
including this Note, does not exceed the constitutional or statutory limitations.
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 Director of
Finance & Budget of the City of Dubuque, Iowa, all as of the 30th day of April, 2021.
Date of authentication:
This is one of the Notes described in the within
mentioned Resolution, as registered by the
Director of Finance & Budget
DIRECTOR OF FINANCE & BUDGET,
Registrar
By: .� ..
Aut ri ze&Kignature
CITY OF DUBUQUE, STATE OF IOWA
By: _ J'V_V &"'l
Mayo
ATTEST:
By.
City Clerk �t 4��✓�{,��
Registrar and Transfer Agent: Director of Finance & Budget
Paying Agent: Director of Finance & Budget
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.
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 LTNIF 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
Ahlers&Cooney, P.C.
A H L E R 5 C O O N E Y Attorneys at Law
100 Court Avenue, Suite 600
A T T ❑ R N E Y 5 Des Moines, lowa 50309-2231
Phone: 515-243-7611
Fax: 515-243-2149
www.ahlerslaw.com
Kristin B. Cooper
515.246.0330
kcooper@ahlerslaw.com
March 30, 2021
VIA EMAIL
Ms. Jenny Larson
Budget Director
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001
RE: City of Dubuque, State of Iowa
$22,138,000 General Obligation Annual Appropriation Refunding Capital
Loan Notes, Series 2021
(State of Iowa Revolving Fund Loan)
Dear Jenny:
We have prepared and are including with this letter a resolution approving and
authorizing the form of Loan and Disbursement Agreement and authorizing the issuance of the
above Note to the Iowa Finance Authority (the "Authority"). The resolution also incorporates by
reference the form of the Tax Exemption Certificate and Loan and Disbursement Agreement,
copies of which are enclosed for filing in the City's office.
The Loan and Disbursement Agreement sets forth a number of covenants and agreements
on the part of the City with respect to the repayment of the Loan. Please review these carefully,
and let me know if you have any questions. Section 8 of the Loan and Disbursement Agreement,
for example, contains certain covenants that must be met while the Note is outstanding. Certain
audit reports also are required, as set forth in Sections 11 and 13. A proposed disbursement and
repayment schedule is attached as Exhibit A.
I am also including the final closing certificates. The Transcript Certificate can be
completed and dated as soon as final action has been taken. The Delivery Certificate should be
executed but left undated. The Auditor's Certificate will need to be signed by the County
Auditor after a copy of the authorizing resolution is filed in that office.
An original form of Note GO-1 is enclosed as well. The Note should be manually signed
by the Mayor and City Clerk on the lines indicated on page 3, the seal of the City should be
impressed as indicated and you should manually execute as the Registrar where indicated. The
date of authentication and date of delivery are not known at this time and should be left blank;
both dates will be inserted as of the actual closing date of the Loan. Please scan us a completed
copy of the Note.
WISHARD t� BAILV - �SSS� GUERNSEY & Bni�v - 1893� BAILV t� STIPP - �90�� STIPP� PERRY� BANNISTER t� STARZINGER - �9�4� BANNISTER� CARPENTER�
AHLERS $i COONEY - 1950; AHLERS, COONEY, DORWEILER, ALLBEE� HAYNIE $i SMITH - 1974; AHLERS� COONEY� DORWEILER, HAYNIE� SMITH $i ALLBEE� P.C. - 1990
March 30, 2021
Page 2
The Tax Exemption Certificate is an important document and contains important
information concerning the calculated yield on the Notes and a number of covenants and
obligations on the part of the City. These obligations must be met and agreed to by the City in
order to maintain the Note as a tax-exempt obligation. This certificate should be retained as a
part of your permanent records. I will not attempt to summarize all of the matters which are
included in this certificate but I do want to point out some important ones.
Tax exemption is based in part upon the fact that the use of the facilities to be acquired by
the City with the proceeds of the Loan will be for the benefit of the public and will not be used in
the private trade or business of any business or non-tax-exempt entity. The properties acquired
with the proceeds must not be sold or diverted to any private or nonpublic use unless the
significance of that action is reviewed by bond counsel.
In addition, the Tax Exemption Certificate sets forth the best knowledge and belief which
the City has as of today concerning the timely expenditure of the proceeds as the City reasonably
expects expenditures to occur. If for any reason the City finds it will be prevented from
eXpending the proceeds fully within three years, that matter should be referred to us.
This Note is issued under the expectation that the City will be exempt from the
requirement to rebate arbitrage earnings to the United States Government, as described in
Section 3.3 of the Tax Exemption Certificate.
There are a number of other general promises and commitments by the City to take or
refrain from action, which are necessary to maintain the tax exemption of this Note. You should
recognize that these promises and commitments are required of the City on an ongoing basis and
that the possibility of some additional future action does exist.
Also attached is IRS Form 8038-G -- Information Return for Tax Exempt Governmental
Bond Issues. Please sign, do not date and return to our office for completion. We will send you
a completed copy for your file after closing.
If any questions arise,please don't hesitate to contact me.
Very truly yours,
Ahlers & Cooney, P.C.
Kristin Billingsley Cooper
FOR THE FIRM
cc: Tionna Pooler, Independent Public Advisors, LLC
Adrienne N. Breitfelder, City Clerk, City of Dubuque
01850306-1\10422-213
LOAN AND DISBURSEMENT AGREEMENT
$22,138,000 GENERAL OBLIGATION ANNUAL APPROPRIATION REFUNDING
CAPITAL LOAN NOTES, SERIES 2021
This Loan and Disbursement Agreement(the "Agreement") is made and entered into as of
April 30,2021 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 Water Pollution Control Works Financing Program (the "Program") established in the Code
of Iowa, Sections 16.131 through 16.135 and Sections 455B.291 through 455B.299, including,
among other things, the making of loans to Iowa municipalities 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 wastewater 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 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
lawfully promulgated regulations thereunder.
(c) "General Obligation" shall mean the general obligation bond or capital loan
note issued by the Participant to evidence its obligations under this Agreement.
(d) "Project" shall mean the particular construction activities approved by the
Department and being undertaken by the Participant with respect to its Wastewater
Treatment System, as described in the Resolution.
(e) "Regulations" shall mean the administrative rules of the Department relating to
the Program, set forth 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.
1 osiovzozo
(� "Resolution" shall mean the resolution of the City Council of the Participant
providing for the authorization and issuance of the General Obligation, attached hereto as
Exhibit B, adopted on April 5, 2021, approving and authorizing the execution of this
Agreement and the issuance of the General Obligation.
(g) "Wastewater Treatment System" shall mean the wastewater treatment system
of the Participant, all facilities being used in conjunction therewith and all appurtenances
and extensions thereto,including but not limited to the wastewater treatment system proj ect
which the Participant is financing under this Agreement.
Section 2. Loan; Purchase of General Obli atg ion. The Issuer agrees to purchase the
General Obligation 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$22,138,000 (the"Loan").
The Participant shall use the proceeds of the Loan strictly (a) to refund a prior obligation
which was used 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 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 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
2
the Participant via automated clearinghouse system transfer to the account specified by the
Participant.
Section 4. Com�letion of Project. The Participant covenants and agrees (i) to exercise
its best efforts in accordance with prudent wastewater treatment utility practices to complete the
Project; and (ii) to provide from its own fiscal resources all monies, in excess of the total amount
of Loan proceeds it receives under the Agreement,required to complete the Project.
Section 5. Repavment of Loan; Issuance of General Obli ag tion. The Participant's
obligation to repay the Loan and interest thereon shall be evidenced by a duly authorized and
issued General Obligation, subject to annual appropriation, of the Participant 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, which Resolution is attached hereto as Exhibit
B. The General Obligation shall be delivered to the Issuer as the original purchaser and registered
holder thereof at the closing of the Loan. The General Obligation shall be accompanied by a legal
opinion of bond counsel, in form satisfactory to the Issuer, to evidence the legality, levy of debt
service taxes and tax-exempt status of interest on the General Obligation. The parties agree that a
payment of principal of or interest on the General Obligation 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 General Obligation. 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 General Obligation 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 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 repayment of
principal of the 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, or until Nonappropriation, as described in the Resolution. 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 a part hereof and shall supersede and replace that initially attached hereto
and to the General Obligation.
The General Obligation shall be subj ect to optional redemption by the Participant at a price
of par plus accrued interest(i) on any date with the prior written consent of 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 General Obligation 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 General Obligation). The General Obligation is also subj ect 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
3
and the Issuer agree that following such adjustment, the principal amount due under the General
Obligation shall be automatically reduced to equal the principal amount of the adjusted Loan.
In the Resolution, which is incorporated herein by reference,provisions shall be made for
the levy of a sufficient continuing annual tax on all the taxable property within the corporate
boundaries of the Participant for the payment of the principal of and interest on the General
Obligation as the same will respectively become due, and by its eXecution of this Agreement and
the issuance of the General Obligation to the Issuer pursuant to the Resolution, the Participant
hereby irrevocably pledges the faith, credit, revenues and resources and all the real and personal
property of the Participant for the full and prompt payment of the principal of and interest on the
General Obligation, subject however, in all respects to Nonappropriation by the City Council.
Section 6. Interest Rate, Initiation Fee and Servicin_�. (a) No initiation fee shall
be due or paid in connection with the 2021 General Obligation Annual Appropriation Refunding
Capital Loan Note.
(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 1.18%per annum(the "Rate"). As described in Section
5, payments hereunder shall be calculated based on the Rate plus the Servicing Fee (such 1.43%,
the "Interest Rate").
Section 7. Compliance with A�plicable Laws, Performance Under Loan Agreement;
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 Wastewater Treatment System; (ii) to
maintain its Wastewater Treatment System in good repair,working order and operating condition;
(iii) to cooperate with the Issuer in the observance and performance of their 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 Wastewater Treatment System,which rents,rates and
other charges shall be at least sufficient 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.
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.
4
(b) The Participant shall not take any action or omit to take any action,which action
ar omission would cause its General Obligation or 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) or (C) use, either directly or indirectly, any of the proceeds of the Bonds loaned
to the Participant to acquire any "non-governmental output property" within the meaning
of Section 141(d)(2) of the 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 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 of the Bonds to reimburse the Participant for any portion of the cost of the Proj ect
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 of 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) in any manner which would cause the Bonds to be "federally
guaranteed"within the meaning of Section 149(b) of the 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.
5
Section 9. Insurance; Audits; Disposal of Pro�ertX. The Participant covenants and
agrees (a) to maintain insurance on, or to self-insure, the insurable portions of the Wastewater
Treatment System of a kind and in an amount which normally would be carried by private
companies engaged in a similar type of business, (b) to keep proper books and accounts adapted
to the Wastewater Treatment 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)unless the Participant has received a waiver and consent from
the Issuer, it shall not sell, lease or in any manner dispose of the Wastewater Treatment System,
or any capital part thereof, including any and all extensions and additions which may be made
thereto, until the General Obligation 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 Wastewater Treatment 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, but only upon
written notification from the Issuer to the Participant that this Section 11 applies to such Participant
for a particular fiscal year, to provide the Issuer with (i) the comprehensive audit report of the
Participant, prepared and certified by an independent auditor or the State Auditor, or unaudited
financial information if the audit is not available,not later than 180 days after the end of each fiscal
year for which this section applies and (ii) such other information and operating data as the Issuer
may reasonably request from time to time with respect to the Wastewater Treatment 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
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
6
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 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 General Obligation), the
payment of which are secured by the levy of debt services taxes.
(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 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 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 General Obligation 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.
In the event of any inconsistency or conflict between the terms and conditions of the
General Obligation and this Agreement or the Regulations,the parties acknowledge and agree that
7
the terms of this Agreement or the Regulations, as the case may be, shall take precedence over any
such terms of the General Obligation 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. A�plication of Uniform Electronic Transactions Act. The Issuer and the
Participant agree this Agreement and all documents related thereto and referenced herein may be
entered into and provided for pursuant to and in accordance with Chapter 554D of the Code of
Iowa.
8
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
Attest:
City Clerk
CITY OF DUBUQUE, IOWA
By: _' J'�'u
Mayor
[Participant Signature Page to LDA]
IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first
above written.
IOWA FINANCE AUTHORITY
By:
Its:
[IFA Signature Page to LDA]
EXHIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
EXHIBIT B
AUTHORIZATION/ISSUANCE RESOLUTION OF PARTICIPANT
01850314-1\10422-213
TAX EXEMPTION CERTIFICATE
of
CITY OF DUBUQUE, COUNTY OF DUBUQUE, STATE OF IOWA, ISSUER
$22,138,000 General Obligation Annual Appropriation Refunding Capital Loan Notes,
Series 2021
This instrument was prepared by:
Ahlers & Cooney, P.C.
100 Court Avenue, Suite 600
Des Moines, Iowa 50309
(515) 243-76ll
TAX EXEMPTION CERTIFICATE
THE CITY OF DUBUQUE, IOWA
THIS TAX EXEMPTION CERTIFICATE made and entered into on April 30, 2021, 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 $22,138,000 General Obligation Annual Appropriation Refunding Capital Loan Notes, Series
2021 (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.
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 $22,138,000 aggregate principal amount of General Obligation
Annual Appropriation Refunding Capital Loan Notes of the Issuer issued in registered form
pursuant to the Resolution.
"Bond Counsel" means Ahlers & Cooney, P.C., Des Moines, Iowa, or an attorney at law
or a firm of attorneys of nationally recognized standing in matters pertaining to the tax-exempt
status of interest on obligations issued by states and their political subdivisions, duly admitted to
the practice of law before the highest court of any State of the United States of America.
"Bond Fund" means the Sinking Fund described in the Resolution.
"Bond Year", as defined in Regulation 1.148-1(b), means a one-year period beginning on
the day after eXpiration of the preceding Bond Year. The first Bond Year shall be the one-year
or shorter period beginning on the Closing Date and ending on a principal or interest payment
date, unless Issuer selects another date.
- 1 -
"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 supplement the Internal Revenue Code of 1986.
"Computation Date" means each five-year period from the Closing Date through the last
day of the fifth and each succeeding fifth Bond Year.
"Excess Earnings" means the amount earned on all Nonpurpose Investments minus the
amount which would have been earned if such Nonpurpose Investments were invested at a rate
equal to the Bond Yield,plus any income attributable to such excess.
"Final Bond Retirement Date" means the date on which the Bonds are actually paid in
full.
"Governmental Obligations" means direct general obligations of, or obligations the
timely payment of the principal of and interest on which is unconditionally guaranteed by the
United States.
"Gross Proceeds", as defined in Regulation 1.148-1(b), means any Proceeds 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 the initial offering price of the
Bonds to the public (not including bond houses,brokers ar similar persons or organizations
acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the
Bonds were sold to the public. The Purchasers have certified the Issue Price to be not more than
$22,138,000.
"Issuer" means the City of Dubuque, State of Iowa.
- 2 -
"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 settlement, adjustment, renewing, ar extension of any part or all of
the legal indebtedness of a city, whether evidenced by bonds, warrants, or judgments, or the
funding or refunding of the same, including the Stormwater Revenue Capital Loan Notes, Series
2015B, dated June 19, 2015, and amended September 8, 2017, as more fully described in the
Resolution.
"Project Fund" means the fund established in the Resolution for the payment of principal
and interest on the Refunded Bonds.
"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 Bonds" means $22,18,000 of the Storm Water Revenue Capital Loan Notes,
Series 2015 dated June 19, 2015.
"Refunding Bonds" means the Bonds.
"Regulations" means the Income Tax Regulations, amendments and successor provisions
promulgated by the Department of the Treasury under Sections 103, 148 and 149 of the Code, or
other Sections of the Code relating to "arbitrage bonds", including without limitation Regulations
1.148-1 through 1.148-11, 1.149(b)-1, 1.149-d(1), 1.150-1 and 1.150-2.
"Replacement Proceeds" include,but are not limited to, sinking funds, amounts that are
pledged as security for an issue, and amounts that are replaced because of a sufficiently direct
nexus to a governmental purpose of an issue.
"Resolution" means the resolution of the Issuer adopted on April 5, 2021, authorizing the
issuance of the Bonds.
- 3 -
"Sale Proceeds", as defined in Regulation 1.148-1(b), means any amounts actually or
constructively received from the sale of the Bonds, including amounts used to pay underwriter's
discount or compensation and accrued interest other than pre-issuance accrued interest.
"Sinking Fund" means the Bond Fund.
"SLGS" means demand deposit Treasury securities of the State and Local Government
Series.
"Tax Exempt Obligations" means bonds or other obligations the interest on which is
eXcludable from the gross income of the owners thereof under Section 103 of the Code and
include certain regulated investment companies, stock in tax-exempt mutual funds and demand
deposit SLGS.
"Taxable Obligations" means all investment property, obligations or securities other than
Tax Exempt Obligations.
"Verification Certificate" means the certificate attached to this Certificate as Exhibit A,
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 Certify and Expectations
(a) The undersigned officer of the Issuer along with other officers of the Issuer, are
charged with the responsibility of issuing the Bonds.
(b) This Certificate is being executed and delivered in part for the purposes specified
in Section 1.148-2(b)(2) of the Regulations and is intended (among other purposes) to establish
reasonable eXpectations of the Issuer at this time.
(c) The Issuer has not been notified of any disqualification or proposed
disqualification of it by the Commissioner of the Internal Revenue Service as a bond issuer
which may certify bond issues under Section 1.148-2(b)(2) of the Regulations.
(d) The certifications,representations and agreements set forth in this Article II are
made on the basis of the facts, estimates and circumstances in existence on the date hereof,
including the following: (1) with respect to amounts eXpected to be received from delivery of the
Bonds, amounts actually received, (2) with respect to payments of amounts into various funds or
accounts, review of the authorizations or directions for such payments made by the Issuer
- 4 -
pursuant to the Resolution and this Certificate, (3) with respect to the Issue Price, the
certifications of the Purchasers as set forth in the Verification Certificate, (4) with respect to
expenditure of the Proceeds of the Bonds, actual expenditures and reasonable expectations of the
Issuer as to when the Proceeds will be spent for purposes of the Project; and(5) with respect to
Bond Yield, review of the Verification Certificate. The Issuer has no reason to believe such facts,
estimates or circumstances are untrue or incomplete in any material way.
(e) To the best of the knowledge and belief of the undersigned officer of the Issuer,
there are no facts, estimates or circumstances that would materially change the representations,
certifications or agreements set forth in this Certificate, and the expectations herein set out are
reasonable.
(f� No arrangement exists under which the payment of principal or interest on the
Bonds would be directly or indirectly guaranteed by the United States or any agency or
instrumentality thereof.
(g) After the expiration of any applicable temporary periods, and excluding
investments in a bona fide debt service fund or reserve fund, not more than five percent (5%) of
the Proceeds of the Bonds will be (a) used to make loans which are guaranteed by the United
States or any agency or instrumentality thereof, or (b) invested in federally insured deposits or
accounts.
(h) The Issuer will file with the Internal Revenue Service in a timely fashion 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) of the Code, including any use of the Project by any
person other than a governmental unit if such use will be by other than a member of the general
public. None of the Proceeds of the Bonds will be used directly or indirectly to make or finance
loans to any person other than a governmental unit.
(j) The Issuer will make no change in the nature or purpose of the Project except as
provided 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 and any Reserve Fund), exercise its
option to redeem Bonds prior to maturity or effect a refunding of the Bonds.
(1) No bonds or other obligations of the Issuer (1) were sold in the 15 days preceding
the date of sale of the Bonds, (2) were sold or will be sold within the 15 days after the date of
sale of the Bonds, (3)have been delivered in the past 15 days or(4) will be 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.
- 5 -
(m) None of the Proceeds of the Bonds will be used directly or indirectly to replace
funds of the Issuer used directly or indirectly to acquire obligations having a yield higher than
the Bond Yield.
(n) No portion of the Bonds is issued for the purpose of investing such portion at a
higher yield than the Bond Yield.
(o) The Issuer does not expect that the Proceeds of the Bonds will be used in a
manner that would cause them to be "arbitrage bonds" as defined in Section 148(a) of the Code.
The Issuer does not expect that the Proceeds of the Bonds will be used in a manner that would
cause the interest on the Bonds to be includible in the gross income of the owners of the Bonds
under the Code. The Issuer will not intentionally use any portion of the Proceeds to acquire
higher yielding investments.
(p) The Issuer will not use the Proceeds of the Bonds to exploit the difference
between tax-exempt and taxable interest rates to obtain a material financial advantage.
(q) The Issuer has not issued more Bonds, issued the Bonds earlier, or allowed the
Bonds to remain outstanding longer than is reasonably necessary to accomplish the governmental
purposes of the Bonds and in fact, the Bonds will not remain outstanding longer than 120% of
the economic useful life of the assets financed with the Proceeds of the Bonds.
(r) The Bonds will not be Hedge Bonds as described in Section 149(g)(3) of the Code
because the Issuer reasonably expects that it will meet the Expenditure Test set forth in Section
2.5(b)hereof and that 50% or more of the Proceeds will not be invested in Nonpurpose
Investments having a substantially guaranteed yield for four or more years.
Section 2.2 Receipts and EXpenditures of Sale Proceeds
Sale Proceeds and pre-issuance accrued interest received at Closing are eXpected to be
deposited and expended as follows:
(a) $0 representing the Initiation Fee and the costs of issuing the Bonds will be used
within six months of the Closing Date to pay the costs of issuance of the Bonds
(with any excess remaining on deposit in the Project Fund); and
(b) $22,138,000 will be deposited into the Project Fund and will be used together
with earnings thereon to pay the costs of the Project and will not eXceed the
amount necessary to accomplish the governmental purposes of the Bonds.
- 6 -
Section 2.3 Purpose of Bonds
The Issuer is issuing the Bonds to pay the costs of the settlement, adjustment,renewing,
ar eXtension of any part or all of the legal indebtedness of a city, whether evidenced by bonds,
warrants, or judgments, or the funding or refunding of the same, including the Stormwater
Revenue Capital Loan Notes, Series 2015B, dated June 19, 2015, and amended September 8,
2017.
Section 2.4 Facts Su�ortin� Tax-Exemption Classification
Refunding of Governmental or Private Activitv Exempt Facility Bonds (where Refunded
Bonds must meet requirements)
The Issuer will use the Proceeds of the Bonds to refund the Refunded Bonds. The Issuer
has complied with the covenants and restrictions with respect to arbitrage and investment
requirements, yield restrictions, and post-closing restrictions on reissuance, reimbursement and
change in use imposed by the Code and Regulations on the Refunded Bonds since the issue date
of the Refunded Bonds so as to maintain the tax-exempt status of the interest on the Refunded
Bonds. The Issuer will comply with all certifications set forth in Article VIII herein.
Governmental Bonds
Private Business Use/Private Securit, o�vment Tests
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 settlement, adjustment, renewing, or extension of any part or all of the legal indebtedness of a
city, whether evidenced by bonds, warrants, or judgments, or the funding or refunding of the
same, including the Stormwater Revenue Capital Loan Notes, Series 2015B, dated June 19,
2015, and amended September 8, 2017. All of the financed facilities are owned by the City and
are expected to be used by the public generally, including industrial users. There are no
contractual arrangements or agreements between the City and any contributing industry using the
Municipal Sewer System, and there are no other lease, management contract or other similar
arrangements with respect to the Sewer System. Contributing industries using the Sewer System
may be or become subject to additional surcharges above the current user charges, depending on
the strength and volume of the waste they generate. All such surcharges,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 wastewater treatment services or Project-related construction and acquisition beyond
those mandated by ordinance for certain classes of users.
Private Loan Financing Test
No amount of Proceeds of the Bonds is to be used directly or indirectly to make or
finance loans to persons other than governmental units.
- 7 -
Section 2.5 Facts Su�ortin_g Temporary Periods for Proceeds
(a) Time Test. Not later than six months after the Closing Date, the Issuer will incur
a substantial binding obligation to a third party to eXpend at least 5% of the net Sale Proceeds of
the Bonds.
(b) Expenditure Test. Not less than 85% of the net Sale Proceeds will be expended
for Project costs, including the reimbursement of other funds eXpended to date, within a three-
year temporary period from the Closing Date.
(c) Due Dili�ence Test. The Issuer has incurred a substantial binding obligation to
accomplish the refunding. The refunding will proceed with due diligence to completion.
(d) Proceeds of the Bonds representing less than siX months accrued interest on the
Bonds will be spent within six months of this date to pay interest on the Bonds, and will be
invested without restriction as to yield for a temparary 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 far in the manner provided in
the Resolution. The Issuer has not and does not expect to create or establish any other bond
fund, reserve fund, or similar fund or account for the Bonds. The Issuer has not and will not
pledge any moneys or Taxable Obligations in order to pay debt service on the Bonds or restrict
the use of such moneys or Taxable Obligations so as to give reasonable assurances of their
availability for such purposes.
(b) Any monies which are invested beyond a temporary period are expected to
constitute less than a major portion of the Bonds or to be restricted for investment at a yield not
greater than one-eighth of one percent above the Bond Yield.
(c) The Issuer has established and will use the Bond Fund primarily to achieve a
proper matching of revenues and debt service within each Bond Year and the Issuer will apply
moneys deposited into the Bond Fund to pay the principal of and interest on the Bonds. Such
Fund will be depleted at least once each Bond Year eXcept for a reasonable carryover amount.
The carryover amount will not exceed the greater of(1) one year's earnings on the Bond Fund or
(2) one-twelfth of Annual Debt Service. The Issuer will spend moneys deposited from time to
time into such fund within 13 months after the date of deposit. Revenues, intended to be used to
pay debt service on the Bonds, will be deposited into the Bond Fund as set forth in the
Resolution. The Issuer will spend interest earned on moneys in such fund not more than 12
months after receipt. Accordingly, the Issuer will treat the Bond Fund as a bona fide debt service
fund as defined in Regulation 1.148-1(b).
Investment of amounts on deposit in the Bond Fund will not be subject to arbitrage rebate
requirements as the Bonds meet the safe harbor set forth in Regulation 1.148-3(k),because the
average annual debt service on the Bonds will not exceed $2,500,000.
- 8 -
(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 1.18003 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
(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.
- 9 -
(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 far future payment to the United States as
contemplated under the provisions of this Certificate and shall not constitute part of the trust
estate held for the benefit of the owners of the Bonds or the Issuer.
(d) The Issuer will pay to the United States from legally available money of the Issuer
(whether or not such available money is on deposit in any fund or account related to the Bonds)
any amount which is required to be paid to the United States.
Section 3.3 Exceptions to Rebate
The Issuer reasonably eXpects that the Bonds are eligible for one or more eXemptions
from the arbitrage rebate rules set forth in the Treasury Regulations. If the Bonds are ineligible,
ar become ineligible, for an exception to the arbitrage rebate rules, the Issuer will comply with
the provisions of this Article IIL A description of the applicable rebate exception(s) is as follows:
• Six Month Exception
The Gross Proceeds of the Bonds are expected to be fully expended for the governmental
purposes for which the Bonds were issued no later than six months after the date of issue to call
the Refunded Bonds on Apri130, 2021. If contrary to the reasonable eXpectations of the Issuer,
the Gross Proceeds are not expended within six months, the Issuer will comply with the arbitrage
rebate requirements of the Code._
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.
- 10 -
Section 3.5 Rebate Requirements and the Bond Fund
It is expected that the Bond Fund described in the Resolution and Section 2.6(c) of this
Certificate will be treated as a bona fide debt service fund as defined in Regulation 1.148-1(b).
As such, any amount earned during a Bond Year on the Bond Fund and amounts earned on such
amounts, if allocated to the Bond Fund, will not be taken into account in calculating the Rebate
Amount for the reasons outlined in Section 2.6(c) hereo£ However, should the Bond Fund cease
to be treated as a bona fide debt service fund, the Bond Fund will become subject to the rebate
requirements set forth in Section 3.4 hereof.
Section 3.6 Investment of the Rebate Fund
(a) Immediately upon a transfer to the Rebate Fund, the Issuer may invest all amounts
in the Rebate Fund not already invested and held in the Rebate Fund, to the eXtent possible, in
(1) SLGS, such investments to be made at a yield of not more than one-eighth of one percent
above the Bond Yield, (2) Tax EXempt Obligations, (3) direct obligations of the United States or
(4) certificates of deposit of any bank or savings and loan association. All investments in the
Rebate Fund shall be made to mature not later than the next Rebate Payment Date.
(b) If the Issuer invests in SLGS, the Issuer shall file timely subscription forms for
such securities (if required). To the extent possible, amounts received from maturing SLGS shall
be reinvested immediately in zero yield SLGS maturing on ar befare the next Rebate Payment
Date.
Section 3.7 Pavment to the United States
(a) On each Rebate Payment Date, the Issuer will pay to the United States at least
ninety percent (90%) of the Rebate Amount less a computation credit of$1,000 per Bond Year
for which the payment is made.
(b) The Issuer will pay to the United States not later than sixty(60) days after the
Final Bond Retirement Date all the rebatable arbitrage as of such date and any income
attributable to such rebatable arbitrage as described in Regulation 1.148-3(f�(2).
(c) If necessary, on each Rebate Payment Date, the Issuer will mail a check to the
Internal Revenue Service Center, Ogden, UT 84201. Each payment shall be accompanied by a
copy of 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.
- 11 -
Section 3.8 Records
(a) The Issuer will keep and retain adequate records with respect to the Bonds, the
Gross Proceeds Funds, the Bond Fund, and the Rebate Fund until siX years after the Final Bond
Retirement Date. Such records shall include descriptions of all calculations of amounts
transferred to the Rebate Fund, if any, and descriptions of all calculations of amounts paid to the
United States as required by this Certificate. Such records will also show all amounts earned on
moneys invested in such funds, and the actual dates and amounts of all principal, interest and
redemption premiums (if any)paid on the Bonds.
(b) Records relating to the investments in such Funds shall completely describe all
transfers, deposits, disbursements and earnings including:
(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, ar 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 ar not such available money is on deposit in any fund or account related to the
Bonds) any amount which is required to be paid to the United States,but which is not available
in a fund related to the Bonds for transfer to the Rebate Fund or payment to the United States.
- 12 -
ARTICLE IV
1NVESTMENT RESTRICTIONS
Section 4.1 Avoidance of Prohibited Payments
The Issuer will not enter into any transaction that reduces the amount required to be
deposited into the Rebate Fund or paid to the United States because such transaction results in a
smaller profit or a larger loss than would have resulted if the transaction had been at arm's length
and had the Bond Yield not been relevant to either party. The Issuer will not invest or direct the
investment of any funds in a manner which reduces an amount required to be paid to the United
States because such transaction results in a small profit or larger loss than would have resulted if
the transaction had been at arm's length and had the Bond Yield not been relevant to the Issuer.
In particular, notwithstanding anything to the contrary contained herein or in the Resolution, the
Issuer will not invest or direct the investment of any funds in a manner which would violate any
provision of this Article IV.
Section 4.2 Market Price Requirement
(a) The Issuer will not purchase or direct the purchase of Taxable Obligations for
more than the then available market price for such Taxable Obligations. The Issuer will not sell,
liquidate or direct the sale or liquidation of Taxable Obligations for less than the then available
market price.
(b) For purposes of this Certificate, United States Treasury obligations purchased
directly from the United States Treasury will be deemed to be purchased at the market price.
Section 4.3 Investment in Certificates of Deposit
(a) Notwithstanding anything to the contrary contained herein or in the Resolution,
the Issuer will invest or direct the investment of funds on deposit in the Reserve Fund, any other
Gross Proceeds Fund, the Bond Fund, and the Rebate Fund, in a certificate of deposit of a bank
or savings bank which is permitted by law and by the Resolution only if(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 of the 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 ar savings bank issuing the certificate of
deposit.
- 13 -
Section 4.4 Investment Pursuant to Investment Contracts and Agreements
The Issuer will invest or direct the investment of funds on deposit in the Gross Proceeds
Funds, the Bond Fund, and the Rebate Fund pursuant to an investment contract (including a
repurchase agreement) only if all of the following requirements are satisfied:
(a) The Issuer makes a bona fide solicitation for the purchase of the investment. A
bona fide solicitation is a solicitation that satisfies all of the following requirements:
(1) The bid specifications are in writing and are timely forwarded to potential
providers.
(2) The bid specifications include all material terms of the bid. A term is material
if it may directly or indirectly affect the yield ar the cost of the investment.
(3) The bid specifications include a statement notifying potential providers that
submission of a bid is a representation that the potential provider did not consult
with any other potential provider about its bid, that the bid was determined
without regard to any other formal or informal agreement that the potential
provider has with the issuer or any other person (whether or not in connection
with the Bonds), and that the bid is not being submitted solely as a courtesy to the
issuer ar any other person for purposes of satisfying the requirements of
paragraph (d)(6)(iii)(B)(1) or(2) of section 1.148-5 of the Regulations.
(4) The terms of the bid specifications are commercially reasonable. A term is
commercially reasonable if there is a legitimate business purpose far 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 (d)(6)(iii)(A)
of section 1.148-5 of the Regulations and that do not have a material financial
interest in the issue. A lead underwriter in a negotiated underwriting transaction
- 14 -
is deemed to have a material financial interest in the issue until 15 days after the
issue date of the issue. In addition, any entity acting as a financial advisor with
respect to the purchase of the investment at the time the bid specifications are
forwarded to potential providers has a material financial interest in the issue. A
provider that is a related party to a provider that has a material financial interest in
the issue is deemed to have a material financial interest in the issue.
(2) At least one of the three bids described in paragraph (d)(6)(iii)(B)(1) of
section 1.148-5 of the Regulations is from a reasonably competitive provider,
within the meaning of paragraph (d)(6)(iii)(A)(7) of section 1.148-5 of the
Regulations.
(3) If the Issuer uses an agent to conduct the bidding process, the agent did not
bid to provide the investment.
(c) The winning bid meets the following requirements:
(1) Guaranteed 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) Far 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
- 15 -
submitted bid is modified, a brief statement explaining the deviation and stating
the purpose for the deviation.
(5) Far purchases of investments other than guaranteed investment contracts, the
cost of the most efficient portfolio of State and Local Government Series
Securities, determined at the time that the bids were required to be submitted
pursuant to the terms of the bid specifications.
Section 4.5 Records
The Issuer will maintain records of all purchases, sales, liquidations, investments,
reinvestments, redemptions, disbursements, deposits, and transfers of amounts on deposit.
Section 4.6 Investments to be Le�
All investments required to be made pursuant to this Certificate shall be made to the extent
permitted by law. In the event that any such investment is determined to be ultra vires, it shall be
liquidated and the proceeds thereof shall be invested in a legal investment, provided that prior to
reinvesting such proceeds, the Issuer shall obtain an opinion of Bond Counsel to the effect that
such reinvestment will not cause the Bonds to become arbitrage bonds under Sections 103, 148,
149, or any other applicable provision of the Code.
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 Opinion of Bond Counsel; Amendments
The various provisions of this Certificate need not be observed and this Certificate may be
amended or supplemented at any time by the Issuer if the Issuer receives an opinion or opinions
of Bond Counsel that the failure to comply with such provisions will not cause any of the Bonds
to become "arbitrage bonds" under the Code and that the 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.
- 16 -
Section 6.2 Additional Covenants, A�reements
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
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
Property financed with the Proceeds of the Refunded Bonds will not be sold or disposed
of, in whole or in part,prior to the last maturity date of either the obligations or the last maturity
of the Bonds.
All of the Proceeds of the Refunded Bonds were used to provide facilities used in the
regular operations of the Issuer and neither the facilities nor the output thereof have been or are
expected to be used in the trade or business of any person other than the Issuer.
Reimbursement Allocations and Original Expenditures, if any, reimbursed from proceeds of the
Refunded Bonds complied with the Reimbursement Regulations in effect at the time of issuance
of the Refunded Bonds.
The Proceeds of the Refunding Bonds will be used for a current refunding and the
Refunding Bonds are issued not more than 90 days before the last expenditure of any Proceeds of
the Refunding Bonds for payment of debt service on the Refunded Bonds. The Proceeds of the
Refunding Bonds will be invested in materially higher yield acquired obligations for a temporary
period of not to exceed 90 days.
No Proceeds of the Refunded Bonds remain unspent. No sinking fund has been
established for the Refunded Bonds. No amount of proceeds of the Refunded Bonds are invested
for a temporary period or as part of a minor portion of the Refunded Bonds.
- 17 -
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be executed by its duly
authorized officer, all as of the day first above written.
Di ctor of Finance & Budget, City of
Dubuque, State of Iowa
EXHIBIT A
VERIFICATION CERTIFICATE OF THE PURCHASER
The undersigned EXecutive Director of the Iowa Finance Authority(the "Purchaser")
hereby certifies as follows:
1. The Purchaser and the City of Dubuque, Iowa(the "Issuer"), have entered into a Loan
and Disbursement Agreement (the "Agreement"),providing for the purchase of a $22,138,000
General Obligation Annual Appropriation Refunding Capital Loan Note, Series 2021, 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:
Price
(% of par)
(do not
Principal Principal include
Amount Amount Interest accrued
Issued Sold Rate interest)
$22,138,000 None 1.18% 100%
IN WITNESS WHEREOF, the Purchaser has caused this Verification Certificate to be
eXecuted by its duly authorized officer this day of , 2021.
IOWA FINANCE AUTHORITY
By:
Its:
01850311-1\10422-213
TRANSCRIPT CERTIFICATE
I, the undersigned, being first duly sworn, do hereby depose and certify 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 of
all the corporate records in relation to the authorization, issuance and disposition of $22,138,000
General Obligation Annual Appropriation Refunding Capital Loan Notes, Series 2021, of said
City 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
Notes, 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 certify that said City is and throughout the period of said proceedings has been
governed under the Mayor/Council form of municipal government authorized by Chapter 372,
Code of Iowa, Linder the provisions of its charter as recorded with the Secretary of State.
I further certify that all meetings of the City Council of said City at which action was
taken in connection with said Notes 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 21, Code of
Iowa.
I further certify that no City officer or employee has any interest in the contract for the
sale of the Notes or any matter incidental thereto, according to my best knowledge and belief.
W TNESS my hand and the seal of the City hereto attached this `' day of
fi , 2021, at Dubuque, Iowa.
City Clerk, City of Dubuque, State of Iowa
-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 "'A ,�
l� i
Original SignAure)
Clerk
Director of Finance & Budget
STATE OF IOWA
COUNTY OF DUBUQUE
Adrienne N. Breitfelder
,' /zl'
(Original Signature
Jenny Larson
(Original Signature)
) SS
Subscribed and sworn to before me by Roy Buol, Adrienne N. Breitfelder and Jenny
Larson on this A /`5= day of 14094L , 2021.
014 KERRYJO BRADLEY
z° Commission Number 808090
My Commission Expires
y 'owP y December 26, 2023
(SEAL)
01850308-1\10422-213
4t"w' (J)" A At)
Notary P bli a for Dubuque C ty,
Iowa
-2-