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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-