Appointing UMB Bank, N.A. as Substitute Paying Agent, Bond Registrar, and Transfer AgentCity of Dubuque
City Council Meeting
Consent Items # 5.
Copyrighted
June 21, 2021
ITEM TITLE: Resolution Appointing UMB Bank, N.A. as Substitute Paying Agent,
Bond Registrar, and TransferAgent; terminating existing Paying Agent,
Bond Registrar and Transfer Agent Agreements with Wells Fargo Bank,
N.A.; and Approving the Paying Agent, Bond Registrar and Transfer
Agent Agreement with UMB Bank, N.A. and Authorizing Execution of the
Agreement
SUMMARY: City Manager recommending approval of the suggested proceedings to
appoint UMB Bank, N.A. to serve as the successor Paying Agent, Bond
Registrar, and Transfer Agent in connection with all outstanding bonds,
terminate existing paying agent, bond registrar and transfer agent
agreements with Wells Fargo Bank, N.A.; and approve the paying agent,
bond registrar and transfer agent agreement with UMB Bank, N.A. and
authorize execution of the agreement.
RESOLUTION Appointing UMB Bank, N.A. as Substitute Paying Agent,
Bond Registrar, and Transfer Agent; Terminating Existing Paying Agent,
Bond Registrar and Transfer Agent Agreements with Wells Fargo Bank,
N.A.; and Approving the Paying Agent, Bond Registrar and Transfer
Agent Agreement with UMB Bank, N.A. and authorizing execution of the
agreement
SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
MVM Memo City Manager Memo
Staff Memo Staff Memo
Resolution Resolutions
Pay i ng Agent Agreement Supporting Documentation
THE CITYOF
Dubuque
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Resolution Appointing UMB Bank, N.A. as Substitute Paying Agent, Bond
Registrar, and Transfer Agent; terminating existing Paying Agent, Bond
Registrar and Transfer Agent Agreements with Wells Fargo Bank, N.A.;
and Approving the Paying Agent, Bond Registrar and Transfer Agent
Agreement with UMB Bank, N.A. and Authorizing Execution of the
Agreement
DATE: June 14, 2021
Director of Finance and Budget Jennifer Larson recommends City Council approval of
the suggested proceedings to appoint UMB Bank, N.A. to serve as the successor
Paying Agent, Bond Registrar, and Transfer Agent in connection with all outstanding
bonds, terminate existing paying agent, bond registrar and transfer agent agreements
with Wells Fargo Bank, N.A.; and approve the paying agent, bond registrar and transfer
agent agreement with UMB Bank, N.A. and authorize execution of the agreement.
By selecting UMB Bank, N.A., the annual Paying Agent Fee was reduced from $1,000
per issuance to $500 per issuance and the acceptance fee for new issuances was
reduced from $2,000 per issuance to $300 per issuance. The estimated annual savings
is $10,000.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Michael C. Van Milligen
MCVM/jml
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jennifer Larson, Director of Finance and Budget
THE CITY OF
Dubuque
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TO: Michael C. Van Milligen, City Manager
FROM: Jennifer Larson, Director of Finance and Budget
SUBJECT: Resolution Appointing UMB Bank, N.A. as Substitute Paying Agent, Bond
Registrar, and Transfer Agent; terminating existing Paying Agent, Bond
Registrar and Transfer Agent Agreements with Wells Fargo Bank, N.A.;
and Approving the Paying Agent, Bond Registrar and Transfer Agent
Agreement with UMB Bank, N.A. and Authorizing Execution of the
Agreement
DATE: June 14, 2021
INTRODUCTION
The purpose of this memorandum is to provide the suggested proceedings to appoint
UMB Bank, N.A. to serve as the successor Paying Agent, Bond Registrar, and Transfer
Agent in connection with all outstanding bonds.
BACKGROUND
Wells Fargo Bank, N.A. was the previously appointed Paying Agent, Bond Registrar,
and Transfer Agent for outstanding bonds. In August 2020, the City released a request
for proposal for bond paying agent services. Based on the proposals submitted, UMB
Bank, N.A. was selected for bond paying agent services.
DISCUSSION
By selecting UMB Bank, N.A., the annual Paying Agent Fee was reduced from $1,000
per issuance to $500 per issuance and the acceptance fee for new issuances was
reduced from $2,000 per issuance to $300 per issuance. The estimated annual savings
is $10,000.
RECOMMENDATION
I respectfully recommend the adoption of the enclosed resolution appointing UMB Bank,
N.A. as Substitute Paying Agent, Bond Registrar, and Transfer Agent; terminating
existing Paying Agent, Bond Registrar and Transfer Agent Agreements with Wells
Fargo Bank, N.A.; and Approving the Paying Agent, Bond Registrar and Transfer Agent
Agreement with UMB Bank, N.A. and Authorizing Execution of the Agreement.
JML
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Cassie Ross, Assistant Director of Finance
ITEMS TO INCLUDE ON AGENDA FOR JUNE 21, 2021
CITY OF DUBUQUE, IOWA
Resolution Appointing UMB Bank, N.A. as Substitute Paying Agent, Bond
Registrar, and Transfer Agent; terminating existing Paying Agent, Bond Registrar
and Transfer Agent Agreements with Wells Fargo Bank, N.A.; and Approving the
Paying Agent, Bond Registrar and Transfer Agent Agreement with UMB Bank,
N.A. and Authorizing Execution of the Agreement.
NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21
AND THE LOCAL RULES OF THE CITY
June 21, 2021
The Council of the City of Dubuque, State of Iowa, met in regular session, via electronic
means, an in -person meeting being deemed 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:
Cavanagh, Farber, Jones, Resnick, Roussell, Sprank
Absent:
Council Member Resnick introduced the following resolution entitled "RESOLUTION
APPOINTING UMB BANK, N.A. AS SUBSTITUTE PAYING AGENT, BOND REGISTRAR,
AND TRANSFER AGENT; TERMINATING EXISTING PAYING AGENT, BOND
REGISTRAR AND TRANSFER AGENT AGREEMENTS WITH WELLS FARGO BANK,
N.A.; AND APPROVING THE PAYING AGENT, BOND REGISTRAR AND TRANSFER
AGENT AGREEMENT WITH UMB BANK, N.A. AND AUTHORIZING EXECUTION OF
THE AGREEMENT", and moved that the resolution be adopted. Council Member Roussell
seconded the motion to adopt. The roll was called and the vote was,
AYES: Roussell, Resnick, Sprank, Cavanagh
Jones. Farber. Buol
NAYS:
Whereupon, the Mayor declared the resolution duly adopted as follows:
Resolution No. 200-21
RESOLUTION APPOINTING UMB BANK, N.A. AS SUBSTITUTE
PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT;
TERMINATING EXISTING PAYING AGENT, BOND REGISTRAR
AND TRANSFER AGENT AGREEMENTS WITH WELLS FARGO
BANK, N.A.; AND APPROVING THE PAYING AGENT, BOND
REGISTRAR AND TRANSFER AGENT AGREEMENT WITH UMB
BANK, N.A. AND AUTHORIZING EXECUTION OF THE
AGREEMENT
WHEREAS, the City of Dubuque (the "Issuer") has previously provided for the
appointment of Wells Fargo Bank, N.A. to serve as Paying Agent, Bond Registrar and Transfer
Agent for the outstanding obligations listed in Exhibit "A" attached hereto and made a part
hereof (collectively the "Bonds"), pursuant to one or more Paying Agent, Bond Registrar, and
Transfer Agent Agreements (the "Agreements"); and
WHEREAS, the Issuer has now determined that it is in the best interest of the Issuer to
terminate the existing Agreements with Wells Fargo Bank, N.A. and substitute and appoint UMB
Bank, N.A. of West Des Moines, Iowa ("UMB Bank, N.A."), to serve as the successor Paying
Agent, Bond Registrar and Transfer Agent for the Bonds to provide for compliance with rules,
regulations, and requirements governing the registration, transfer and payment of the Bonds; and
WHEREAS, the Agreements provide that they may be terminated by either party by
giving the other party at least 90 days advance written notice, unless waived; and
WHEREAS, Wells Fargo Bank, N.A. has agreed to a transition date of July 2, 2021;
WHEREAS, a new successor Paying Agent, Bond Registrar and Transfer Agent
Agreement appointing UMB Bank, N.A. as Paying Agent, Registrar and Transfer Agent for the
Bonds has been prepared.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, STATE OF IOWA:
Section 1. That effective on July 2, 2021, UMB Bank, N.A. is appointed to serve as the
successor Paying Agent, Bond Registrar, and Transfer Agent in connection with the Bonds.
Section 2. That the Issuer shall, if not previously done, provide for prompt written
notice of termination to Wells Fargo Bank, N.A. or secure the waver thereof, and direct that
notice also be given to each registered bondholder.
Section 3. That the Director of Finance & Budget, City Clerk and Mayor are directed to
proceed on behalf of the Issuer to take all action necessary to as may be required to allow UMB
Bank, N.A. to assume duties as Paying Agent, Bond Registrar and Transfer Agent for the Bonds
listed on Exhibit "A" attached hereto.
Section 4. That the Paying Agent, Bond Registrar, and Transfer Agent Agreement with
UMB Bank, N.A. is hereby approved and that the Mayor and City Clerk are hereby authorized to
sign the Agreement on behalf of the Issuer.
Section 5. That Notice of this appointment shall be filed on the EMMA website within
10 business days after the effective date of the appointment of UMB Bank, N.A., pursuant to this
Resolution.
PASSED AND APPROVED this 21 st day of June, 2021.
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Mayor Pro
ATTEST:
City Clerk
EXHIBIT A
GENERAL OBLIGATION BONDS, SERIES 2016A
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016B
IOWA GENERAL OBLIGATION BONDS, SERIES 2016C
GENERAL OBLIGATION BONDS, SERIES 2017A
GENERAL OBLIGATION URBAN RENEWAL REFUNDING BONDS SERIES 2017B
TAXABLE GENERAL OBLIGATION URBAN RENEWAL REFUNDING BONDS SERIES
2017C
GENERAL OBLIGATION BONDS, SERIES 2018A
TAXABLE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2018B
GENERAL OBLIGATION BONDS, SERIES 2019A
TAXABLE GENERAL OBLIGATION BONDS, SERIES 2019B
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2019C
WATER REVENUE BONDS SERIES 2008D
WATER REVENUE BONDS SERIES 2010D
SALES TAX INCREMENT REVENUE BONDS (UNLIMITED PROPERTY TAX
SUPPORTED), SECOND LIEN SERIES 2014
SALES TAX INCREMENT REVENUE BONDS (ANNUAL APPROPRIATION PROPERTY
TAX SUPPORTED), SENIOR BOND SERIES 2015A
URBAN RENEWAL TAX INCREMENT REVENUE BNDS TAXABLE SERIES 2007
01898998-1\10422-000
PAYING AGENT; BOND REGISTRAR AND TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into on July 2, 2021 by and between the City
of Dubuque hereinafter called "ISSUER", and UMB Bank, N.A., a national banking association
with its principal payment office in Kansas City, Missouri, in its capacity as paying agent and
registrar, hereinafter called the "AGENT".
WHEREAS, the ISSUER has issued, or is currently in the process of issuing, pursuant to
an ordinance, resolution, order, final terms certificate, notice of sale or other authorizing
instrument of the governing body of the ISSUER, hereinafter collectively called the 'Bond
Documents" certain bonds, certificates, notes and/or other debt instruments, as more particularly
described as on the attached Exhibit B, hereinafter called the 'Bonds"; and
WHEREAS, pursuant to the Bond Documents, the ISSUER has designated and appointed
the AGENT as agent to perform registrar, transfer and paying agent services, to wit: establishing
and maintaining a record of the owners of the Bonds, effecting the transfer of ownership of the
Bonds in an orderly and efficient manner, making payments of principal and interest when due
pursuant to the terms and conditions of the Bonds, and for other related purposes; and
WHEREAS, the AGENT has represented that it possesses the necessary qualifications
and maintains the necessary facilities to properly perform the required services as such registrar,
transfer and paying agent and is willing to serve in such capacities for the ISSUER;
NOW THEREFORE, in consideration of mutual promises and covenants herein
contained the parties agree as follows:
1. The ISSUER has designated and appointed the AGENT as registrar, transfer and
paying agent of the Bonds pursuant to the Bond Documents, and the AGENT has accepted such
appointment and agrees to provide the services set forth therein and herein.
2. The ISSUER agrees to deliver or cause to be delivered to the AGENT a transcript
of the proceedings related to the Bonds to contain the following documents:
(a) A copy of the Bond Documents, and the consent or approval of any other
governmental or regulatory authority, required by law to approve or authorize the
issuance of the Bonds;
(b) A written opinion by an attorney or by a firm of attorneys with a nationally
recognized standing in the field of municipal bond financing, and any supporting or
supplemental opinions, to the effect that the Bonds and the Bond Documents have been
duly authorized and issued by, are legally binding upon and are enforceable against the
ISSUER;
(c) A closing certificate of the ISSUER, a closing certificate and/or receipt of the
purchaser(s) of the Bonds, and such other documents related to the issuance of the Bonds
as the Agent reasonably deems necessary or appropriate; and
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(d) Unless Paragraph 20 hereof is applicable and if requested in writing by AGENT,
in addition to the transcript of proceedings a reasonable supply of blank Bond certificates
bearing the manual or facsimile signatures of officials of the ISSUER authorized to sign
certificates and, if required by the Bond Documents, impressed with the ISSUER's seal
or facsimile thereof, to enable the AGENT to provide Bond Certificates to the holders of
the Bonds upon original issuance or the transfer thereof.
The foregoing documents may be subject to the review and approval of legal counsel for the
AGENT. Furthermore, the ISSUER shall provide to the AGENT prompt written notification of
any future amendment or change in respect of any of the foregoing, together with such
documentation as the AGENT reasonably deems necessary or appropriate.
3. Unless Paragraph 20 hereof is applicable, Bond certificates provided by the
ISSUER shall be printed in a manner to minimize the possibility of counterfeiting. This
requirement shall be deemed satisfied by use of a certificate format meeting the standard
developed by the American National Standards Committee or in such other format as the
AGENT may accept by its authentication thereof. The AGENT shall have no responsibility for
the form or contents of any such certificates. The ISSUER shall, while any of the Bonds are
outstanding, provide a reasonable supply of additional blank certificates at any time upon request
of the AGENT. All such certificates shall satisfy the requirements set forth in Paragraphs 2(d)
and 3.
4. The AGENT shall initially register and authenticate, pursuant to instructions from
the ISSUER and/or the initial purchaser(s) of the Bonds, one or more Bonds and shall enter into
a Bond registry record the certificate number of the Bond and the name and address of the
owner. The AGENT shall maintain such registry of owners of the Bonds until all the Bonds
have been fully paid and surrendered. The initial owner of each Bond as reflected in the registry
of owners shall not be changed except upon transfers of ownership and in accordance with
procedures set forth in the Bond Documents or this Agreement.
5. Transfers of ownership of the Bonds shall be made by the AGENT as set forth in
the Bond Documents. Absent specific guidelines in the Bond Documents, transfers of ownership
of the Bonds shall be made by the AGENT only upon delivery to the AGENT of a properly
endorsed Bond or of a Bond accompanied by a properly endorsed transfer instrument,
accompanied by such documents as the AGENT may deem necessary to evidence the authority
of the person making the transfer, and satisfactory evidence of compliance with all applicable
laws relating to the collection of taxes. The AGENT reserves the right to refuse to transfer any
Bond until it is satisfied that each necessary endorsement is genuine and effective, and for that
purpose it may require guarantees of signatures in accordance with applicable rules of the
Securities and Exchange Commission and the standards and procedures of the AGENT, together
with such other assurances as the AGENT shall deem necessary or appropriate. The AGENT
shall incur no liability for delays in registering transfers as a result of inquiries into adverse
claims or for the refusal in good faith to make transfers which it, in its judgment, deems
improper or unauthorized. Upon presentation and surrender of any duly registered Bond and
satisfaction of the transferability requirements, the AGENT shall (a) cancel the surrendered
Bond; (b) register a new Bond(s) as directed in the same aggregate principal amount and
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maturity; (c) authenticate the new Bond(s); and (d) enter the transferee's name and address,
together with the certificate number of the new Bond(s), in its registry of owners.
The AGENT may deliver Bonds by first class, certified, or registered mail, or by
couner.
7. Ownership of, payment of the principal amount of, redemption premium, if any,
and interest due on the Bonds, delivery of notices, and for all other purposes shall be subject to
the provisions of the Bond Documents. The AGENT shall have no responsibility to determine
the beneficial owners of any Bonds and shall owe no duties to any such beneficial owners. Upon
written request and reasonable notice from the ISSUER, the AGENT will mail, at the ISSUER's
expense, notices or other communications from the ISSUER to the holders of the Bonds as
recorded in the registry maintained by the AGENT.
8. Unless the Bond Documents provides otherwise, the ISSUER shall, without
notice from or demand of the AGENT, provide to the AGENT funds that are immediately
available at least one business day prior to the relevant interest and/or principal payment date,
sufficient to pay on each interest payment date and each principal payment date, all interest and
principal then payable under the terms and provisions of the Bond Documents and the Bonds.
The AGENT shall have no responsibility to make any such payments to the extent ISSUER has
not provided sufficient immediately available funds to AGENT on the relevant payment date. In
the event that an interest and/or principal payment date shall be a date that is not a business day,
payment may be made on the next succeeding business day and no interest shall accrue. The
term "business day" shall include all days except Saturdays, Sundays and legal holidays
recognized by the Federal Reserve Bank of Kansas City, Missouri.
9. Unless otherwise provided in the Bond Documents and subject to the provisions
of Paragraph 12 hereof, to the extent that the ISSUER has made sufficient funds available to it,
the AGENT will pay to the record owners of the Bonds as of any record date (as specified in the
Bond certificate or Bond Documents) the interest due thereon as of the related interest payment
date or any redemption date and, will pay upon presentation and surrender of such Bond at
maturity or earlier date of redemption to the owner of any Bond, the principal or redemption
amount of such Bond.
10. The AGENT may make a charge against any Bond owner sufficient for the
reimbursement of any governmental tax or other charge legally required to be withheld for any
reason, including, but not limited to, failure of such owner to provide a correct taxpayer
identification number to the AGENT. Such charge may be deducted from an interest or principal
payment due to such owner.
11. Unless payment of interest, principal, and redemption premium, if any, is made by
electronic transfer all payments will be made by check or draft and mailed to the address of the
owner as reflected on the registry of owners, or to such other address as directed in writing by
the owner.
12. Subject to the provisions of the Bond Documents, the AGENT may pay at
maturity or redemption or issue new certificates to replace certificates represented to the AGENT
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to have been lost, destroyed, stolen or otherwise wrongfully taken, but may first may require the
Bond owner to pay a replacement fee, to furnish an affidavit of loss, and/or furnish either an
indemnity bond or other indemnification satisfactory to the AGENT indemnifying the ISSUER
and the AGENT.
13. The AGENT shall comply with the provisions, if any, of the Bond Documents
and the rules of the Securities and Exchange Commission pertaining to the cancellation and
retention of Bond certificates and the periodic certification to the ISSUER of the cancellation of
such Bond certificates. In the event that the ISSUER requests in writing that the AGENT
forward to the ISSUER the cancelled Bond certificates, the ISSUER agrees to comply with the
foregoing described rules. The AGENT shall have no duty to retain any documents or records
pertaining to this Agreement, the Bond Documents or the Bonds any longer than eleven years
after final maturity of the Bonds, unless otherwise required by the rules of the Securities and
Exchange Commission or other applicable law.
14. The records maintained by AGENT in connection with the Bonds shall remain
confidential records entitled to protection and confidentiality pursuant to Section 22.7(17), Code
of Iowa. AGENT agrees that its use of the records will be limited to the purposes of this
Agreement and that AGENT will make no private use or permit any private access thereto
without the prior written consent of the ISSUER, which shall not be unreasonably withheld.
15. The AGENT is authorized to act on the order, directions or instructions of such
officials as the governing body of ISSUER as the ISSUER by resolution or other proper action
shall designate. The AGENT shall be protected in acting upon any paper or document believed
by it to be genuine and to have been signed by the proper official(s), and the ISSUER shall
promptly notify AGENT in writing of any change in the identity or authority of officials
authorized to sign Bond certificates, written instructions or requests. If not so provided in the
Bond Documents, if any official whose manual or facsimile signature appears on blank Bond
certificates shall die, resign or be removed from office or authority before the authentication of
such certificates by the Agent, the AGENT may nevertheless issue such certificates until
specifically directed to the contrary in writing by the ISSUER.
16. The AGENT shall provide notice(s) to the owners of the Bonds and such
depositories, banks, brokers, rating agencies, information services, repositories, or publications
as required by the terms of the Bond Documents and to any other entities that request such
notice(s) and, if so directed in such other manner and to such other parties as the ISSUER shall
so direct in writing and at the expense of the ISSUER.
17. The ISSUER shall compensate the AGENT for the AGENT's ordinary services as
paying agent and registrar, and shall reimburse the AGENT for all ordinary out-of-pocket
expenses, charges, advances, counsel fees and other costs incurred in connection with the Bonds,
the Bond Documents and this Agreement as set forth in the Exhibit A or as otherwise agreed to
by the ISSUER and AGENT in writing. In addition, should it become necessary for the AGENT
to perform extraordinary services, the AGENT shall be entitled to extra compensation therefor
and reimbursement for any out-of-pocket extraordinary costs and expenses, including, but not
limited to, attorneys' fees. AGENT shall use commercially reasonable efforts to provide notice
to the Issuer prior to performing extraordinary services or incurring such costs and expenses;
provided, however, that AGENT's right to compensation hereunder shall not be affected by any
failure to provide such prior notice.
18. The AGENT may resign, or be removed by the ISSUER upon a date which,
unless otherwise waived by the other party, is (a) at least thirty days after the receipt of written
notice to the other and (b) in the case such notice is given by the AGENT, at least fifteen days
prior to the next succeeding principal or interest payment date. Upon the effective date of
resignation or removal, all obligations of the AGENT hereunder shall cease and terminate, but
AGENT shall not be discharged from any liability for actions taken as AGENT under this
Agreement prior to such resignation or removal. In the event of resignation or removal, the
AGENT shall deliver the registry of owners and all related books and records in accordance with
the written instructions of the ISSUER or any successor agent designated in writing by the
ISSUER within a reasonable period following the effective date of its removal or resignation.
19. Whenever in the performance of its duties as Agent hereunder, the Bond
Documents or under the Bonds the AGENT shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, under the Bond
Documents or under the Bonds, the AGENT may consult with nationally recognized legal
counsel in accordance with its internal policies and procedures, including, but not limited to,
legal counsel for the ISSUER, with respect to any matter in connection with this Agreement and
it shall not be liable for any action taken or omitted by it in good faith in reliance upon the advice
or opinion of such counsel.
20. In the event that the Bond Documents provides that the initial registered owner of
all of the Bond certificates is or may be the Depository Trust Company, or any other securities
depository or registered clearing agency qualified under the Securities and Exchange Act of
1934, as amended (a "Securities Depository"), none of the beneficial owners will receive
certificates representing their respective interest in the Bonds. Except to the extent provided
otherwise in the Bond Documents, the following provisions shall apply:
(a) The registry of owners maintained by the AGENT will reflect as owner of the
Bonds only the Securities Depository or its nominee, until and unless the ISSUER
authorizes the delivery of Bond certificates to the beneficial owners as described in
subsection (d) below.
(b) It is anticipated that during the term of the Bonds, the Securities Depository will
make book -entry transfers among its participants and receive and transmit payments of
principal and interest on the Bonds to the participants, unless and until the ISSUER
authorizes the delivery of Bonds to the beneficial owners as described in subsection (d)
below.
(c) The ISSUER may at any time, in accordance with the Bond Documents, select
and appoint a successor Securities Depository and shall notify the Agent of such selection
and appointment in writing.
(d) If the ISSUER determines that the holding of the Bonds by the Securities
Depository is no longer in the best interests of the beneficial owners of the Bonds, then
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the AGENT, at the written instruction and expense of the ISSUER, shall notify the
beneficial owners of the Bonds by first class mail of such determination and of the
availability of certificates to owners requesting the same. The AGENT shall register in
the names of and authenticate and deliver certificates representing their respective
interests in the Bonds to the beneficial owners or their nominees, in principal amounts
and maturities representing the interest of each, making such adjustments as it may find
necessary or appropriate as to accrued interest and previous calls for redemption. In such
event, all references to the Securities Depository herein shall relate to the period of time
when at least one Bond is registered in the name of the Securities Depository or its
nominee. For the purposes of this paragraph, the AGENT may conclusively rely on
information provided by the Securities Depository and its participants as to principal
amounts held by and the names and mailing addresses of the beneficial owners of the
Bonds, and shall not be responsible for any investigation to determine the beneficial
owners. The cost of printing certificates for the Bonds and expenses of the AGENT shall
be paid by the ISSUER.
21. The AGENT shall not be liable for any error in judgment in fulfilling its
obligations under this Agreement or the Bond Documents that is made in good faith by an officer
or employee of the AGENT unless it shall be determined by a court of competent jurisdiction
that the AGENT was negligent in ascertaining the pertinent facts or acted intentionally in bad
faith. The AGENT shall not be under any obligation to prosecute or defend any action or suit in
connection with its duties under the Bond Documents or this Agreement or in respect of the
Bonds, which, in its opinion, may involve it in expense or liability, unless satisfactory security
and indemnity is furnished to the Agent (except as may result from the AGENT's own
negligence or willful misconduct). The AGENT shall only be responsible for performing such
duties as are set forth herein, required by the Bond Documents, or otherwise agreed to in writing
by the AGENT.
22. It is mutually understood and agreed that, unless otherwise provided in the Bonds
or Bond Documents, this Agreement shall be governed by the laws of the State of Iowa, both as
to interpretation and performance.
23. The Bond Documents and the terms thereof are hereby incorporated by reference
and the provisions of this Agreement are to be construed to be consistent with the Bond
Documents. In the event of inconsistent language between the Bond Documents and this
Agreement, the terms of the Bond Documents shall prevail.
24. AGENT shall comply at all times with such rules, regulations, and requirements
as may govern the registration, transfer and payment of registered bonds including without
limitation Chapters 76, 384, 403, and Section 554.8101 et seq. Code of Iowa and standards
issued from time to time by the Municipal Securities Rulemaking Board of the United States and
any other securities industry standard and the requirements of the Internal Revenue Code of
1986.
25. In the event any payment check representing payment of interest or principal on
the Bonds is returned to the AGENT or is not presented for payment, or if any Bond is not
presented for payment of principal or premium, if any, at the maturity or redemption date, if
WIN
funds sufficient to pay such interest on Bonds shall have been made available to the AGENT for
the benefit of the owner thereof, all liability of the ISSUER to the owner thereof for such interest
or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and
thereupon it shall be the duty of the AGENT to hold such funds, without liability for interest
thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively
to such funds for any claim of whatever nature on his part under this Agreement or on, or with
respect to, such interest or Bonds. The 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 AGENT, shall surrender any remaining funds so held to the
ISSUER, whereupon any claim under this Agreement by the Bond owners of such interest or
Bonds of whatever nature shall be made upon the ISSUER.
26. It is understood and agreed by the parties that if any part, term, or provision of
this Agreement is held by the courts to be illegal or in conflict with any applicable law,
regulation or rule, the validity of the remaining portions or provisions shall not be affected, and
the rights and obligations of the parties shall be construed and enforced as if the Agreement did
not contain the particular part, term, or provision held to be invalid.
27. This Agreement shall be binding upon the respective parties hereto and their
heirs, executors, successors or assigns. If AGENT consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business (including this Agreement) to
another corporation which is a transfer agent properly registered with and in compliance with the
rules of the Securities and Exchange Commission, AGENT shall provide written notice to
ISSUER of such event at least sixty (60) days prior to its becoming effective, and the successor
corporation without any further act shall be the successor AGENT. Except as provided in this
section this Agreement may not be assigned by any party without the written consent of the other
party.
28. All notices, demands, and requests required or permitted to be given to the
ISSUER or AGENT under the provisions hereof must be in writing and shall be deemed to have
been sufficiently given, upon receipt if (i) personally delivered, (ii) sent by telecopy and
confirmed by phone or (iii) mailed by registered or certified mail, with return receipt requested,
delivered as follows:
If to AGENT: UMB Bank, N.A.
Attn: Corporate Trust & Escrow Services
7155 Lake Drive, Suite 120
West Des Moines, Iowa 50266
If to ISSUER: City of Dubuque
City Clerk
50 W 13th Street
Dubuque, IA 52001
-7-
29. The parties hereto agree that the transactions described herein may be conducted
and related documents may be sent, received or stored by electronic means. Copies, telecopies,
facsimiles, electronic files and other reproductions of original executed documents shall be
deemed to be authentic and valid counterparts of such original documents for all purposes,
including the filing of any claim, action or suit in the appropriate court of law.
30. In order to comply with provisions of the USA PATRIOT Act of 2001, as
amended from time to time, and the Bank Secrecy Act, as amended from time to time, the
AGENT may request certain information and/or documentation to verify confirm and record
identification of persons or entities who are parties to this Agreement.
31. If the Bonds are eligible for receipt of any U.S. Treasury Interest Subsidy and if
so directed by the Bond Documents or, as agreed to in writing between the ISSUER and the
AGENT, the AGENT shall comply with the provisions, if any, relating to it as described in the
Bond Documents or as otherwise agreed upon in writing between the ISSUER and the AGENT.
The AGENT shall not be responsible for completion of or the actual filing of Form 8038-CP (or
any successor form) with the IRS or any payment from the United States Treasury in accordance
with §§ 54AA and 6431 of the Code.
IN WITNESS WHEREOF, the parties hereto have, by their duly authorized
signatories, set their respective hands and seals as of this 2nd day of July 2021.
ATTEST:
By:
City Clerk
CITY OF DUBUQUE,
STATE OF IOWA, ISSUER
By: �.
Mayor Pro ); m
WE
ATTEST:
(Title)
UMB BANK N.A., as PAYING
AGENT/REGISTRAR
M.
(Title)
EXHIBIT A
Paying Agent/Registrar's Fee
EXHIBIT B
GENERAL OBLIGATION BONDS, SERIES 2016A
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016B
IOWA GENERAL OBLIGATION BONDS, SERIES 2016C
GENERAL OBLIGATION BONDS, SERIES 2017A
GENERAL OBLIGATION URBAN RENEWAL REFUNDING BONDS SERIES 2017B
TAXABLE GENERAL OBLIGATION URBAN RENEWAL REFUNDING BONDS SERIES
2017C
GENERAL OBLIGATION BONDS, SERIES 2018A
TAXABLE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2018B
GENERAL OBLIGATION BONDS, SERIES 2019A
TAXABLE GENERAL OBLIGATION BONDS, SERIES 2019B
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2019C
WATER REVENUE BONDS SERIES 2008D
WATER REVENUE BONDS SERIES 2010D
SALES TAX INCREMENT REVENUE BONDS (UNLIMITED PROPERTY TAX
SUPPORTED), SECOND LIEN SERIES 2014
SALES TAX INCREMENT REVENUE BONDS (ANNUAL APPROPRIATION PROPERTY
TAX SUPPORTED), SENIOR BOND SERIES 2015A
URBAN RENEWAL TAX INCREMENT REVENUE BNDS TAXABLE SERIES 2007