Complete Action on Issuance of $3,505,000 Water Revenue Refunding Bonds, Series 2021CCity of Dubuque
City Council Meeting
Consent Items # 6.
Copyrighted
August 2, 2021
ITEM TITLE: Proceedings to Complete Action on Issuance of $3,505,000 Water
Revenue Refunding Bonds, Series 2021 C
SUMMARY: City Manager recommending approval of the suggested proceedings to
complete the action required on the recent Series 2021 C Water
Revenue Refunding Bonds.
SUGGESTED
DISPOSITION:
ATTACHMENTS:
Description
MVM Memo
RESOLUTION Appointing UMB Bank, N.A. of West Des Moines, Iowa,
to serve as Paying Agent, Bond Registrar, and Transfer Agent,
approving the Paying Agent and Bond Registrar and Transfer Agent
Agreement and authorizing the execution of the agreement
RESOLUTION A Series Resolution authorizing and providing for the
issuance and securing the payment of $3,505,000 Water Revenue
Refunding Bonds, Series 2021 C, of the City of Dubuque, State of Iowa,
under the provisions of the City Code of Iowa, and providing for a
method of payment of the bonds
Suggested Disposition: Receive and File; Adopt Resolution(s)
Staff Memo
Authentication Order Series 2021 C
Authorizing Resolution
Continuing Disclosure Certificate
Delivery Certificate
Form 8038G
Bond Counsel Letter
Registrar's Agreement
Tax Exemption Certificate
Transcript Certificate
Type
City Manager Memo
Staff Memo
Supporting Documentation
Resolutions
Supporting Documentation
Supporting Documentation
Supporting Documentation
Supporting Documentation
Supporting Documentation
Supporting Documentation
Supporting Documentation
THE CITY OF
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Proceedings to Complete Action on Issuance of $3,505,000 Water
Revenue Refunding Bonds, Series 2021 C
DATE: July 26, 2021
Director of Finance and Budget Jennifer Larson recommends City Council approval of
the suggested proceedings to complete the action required on the recent Series 2021 C
Water Revenue Refunding Bonds.
The Water Revenue Refunding Bond Series 2021 C bonds will provide $3,505,000 to
refund previously issued bond series that are now callable and $77,828.60 for issuance
fees. This refunding will provide an estimated $487,437 in interest savings over the
remaining life of the bonds. The Series 2021 C bonds sold at a net premium of
$181,304. Net premium results when a bond costs more than the face amount on the
bond. The Series 2021 C bonds interest rate of 1.04% is higher than the current market
interest rates, which results in the bonds selling at a premium.
The first resolution appoints UMB Bank, National Association of West Des Moines, Iowa
to serve as paying agent, bond registrar, and transfer agent, approves the paying agent
and bond registrar and transfer agent agreement and authorizes the execution of the
agreement.
The second resolution authorizes the issuance of Series 2021 C. The resolution also
incorporates by reference the form of the Continuing Disclosure Certificate.
This is the final City Council action required on the bond issuance.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
/ � k�4A.X"-,
Michael C. Van Milligen
MCVM/jml
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Jennifer Larson, Director of Finance and Budget
Cassie Ross, Assistant Director of Finance
Dubuque
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TO: Michael C. Van Milligen, City Manager
FROM: Jennifer Larson, Director of Finance and Budget
SUBJECT: Proceedings to Complete Action on Issuance of $3,505,000 Water
Revenue Refunding Bonds, Series 2021 C
DATE: July 26, 2021
INTRODUCTION
The purpose of this memorandum is to recommend proceedings to complete the action
required on the Series 2021 C Water Revenue Refunding Bond issuance.
DISCUSSION
The Water revenue Refunding Bonds Series 2021 C bonds will provide $3,505,000 to
refund previously issued bond series that are now callable and $77,828.60 for issuance
fees. This refunding will provide an estimated $487,437 in interest savings over the
remaining life of the bonds. The Series 2021 C bonds sold at a net premium of
$181,304. Net premium results when a bond costs more than the face amount on the
bond. The Series 2021 C bonds interest rate of 1.04% is higher than the current market
interest rates, which results in the bonds selling at a premium.
The first resolution appoints UMB Bank, National Association of West Des Moines, Iowa
to serve as paying agent, bond registrar, and transfer agent, approves the paying agent
and bond registrar and transfer agent agreement and authorizes the execution of the
agreement.
The second resolution authorizes the issuance of Series 2021 C. The resolution also
incorporates by reference the form of the Continuing Disclosure Certificate.
This is the final City Council action required on the bond issuance.
RECOMMENDATION
I respectfully recommend the adoption of the enclosed resolutions to complete the
action required on the Series 2021 C.
JML
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Cassie Ross, Assistant Director of Finance
AUTHENTICATION ORDER
The undersigned Director of Finance & Budget of the City of Dubuque, State of Iowa
(the "Issuer"), pursuant to a resolution of the City Council of the City of Dubuque, authorizing
the issuance and delivery of the Bonds, acting for and on behalf of the Issuer, hereby deliver to
UMB Bank, N.A. (the "Registrar") $3,505,000 aggregate principal amount of Issuer's Water
Revenue Refunding Bonds, Series 2021C, dated August 18, 2021 in fully registered form,
bearing interest, maturing and conforming to the specifications set forth in the Resolution (the
"Bonds").
Each Bond has been executed on behalf of the Issuer with the manual or facsimile
signature of the Mayor and the manual or facsimile signature of the City Clerk. The signatures
are hereby ratified, affirmed and adopted.
The seal of the Issuer is printed or impressed thereon.
The Registrar is hereby requested to authenticate the Bonds and to complete the records
with respect to registration as provided in the Bond Resolution and the instructions of the
Original Purchaser as to designation of owners of the Bonds.
Upon such authentication, the Registrar is authorized to deliver the Bonds on behalf of
Issuer to the Original Purchaser, Robert W. Baird & Co., Inc., or their registered assigns, upon
receipt of payment therefor in immediately available funds of the agreed purchase price plus
accrued interest to the date of delivery as shown on Exhibit A attached hereto and incorporated
herein, subject to the receipt at closing of the opinion of bond counsel. The Original Purchaser
shall deposit the monies to the account of Issuer as designated in Exhibit A.
The acknowledgment of receipt of the Bonds by the Original Purchasers, or registered
assigns, shall be evidenced by separate signed receipts or certificates.
Dated: this day of , 2021
rye or Kf Finance kBudget
EXHIBIT A
Closing Amounts
Deposit of Funds Instructions
(See attached closing letter of the Financial Consultant)
01918000-1\10422-215
ITEMS TO INCLUDE ON AGENDA
CITY OF DUBUQUE, IOWA
$3,505,000 Water Revenue Refunding Bonds, Series 2021C
Resolution Appointing Paying Agent, Bond Registrar, and Transfer Agent, Approving
the Paying Agent and Bond Registrar and Transfer Agent Agreement and Authorizing
the Execution of the Agreement.
Series Resolution authorizing and providing for the issuance of Bonds and providing for
a method of payment of the Bonds, which includes approval of Tax Exemption
Certificate, and Continuing Disclosure Certificate.
NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE
CHAPTER 21 AND THE LOCAL RULES OF THE CITY.
August 2, 2021
The City Council of the City of Dubuque, State of Iowa, met in regular session, in the
Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 P.M., on the above date.
There were present Mayor Roy D. Buol in the chair, and the following named Council Members:
Cavanagh, Farber, Jones, Resnick, Roussell, Sprank
Absent:
Vacant:
-1-
Council Member Resnick introduced the following resolution entitled "RESOLUTION
APPOINTING UMB BANK, N.A. OF WEST DES MOINES, IOWA, TO SERVE AS PAYING
AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING
AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND
AUTHORIZING THE EXECUTION OF THE AGREEMENT", and moved that the resolution
be adopted. Council Member Farber seconded the motion to adopt. The roll was called and the
vote was,
AYES: Cavanagh, Roussell, Buol, Resnick, Sprank, Farber, Jones
NAYS:
Whereupon, the Mayor declared the resolution duly adopted as follows:
RESOLUTION NO. 263-21
RESOLUTION APPOINTING UMB BANK, N.A. OF WEST
DES MOINES, IOWA, TO SERVE AS PAYING AGENT, BOND
REGISTRAR, AND TRANSFER AGENT, APPROVING THE
PAYING AGENT AND BOND REGISTRAR AND TRANSFER
AGENT AGREEMENT AND AUTHORIZING THE
EXECUTION OF THE AGREEMENT
WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, $3,505,000
Water Revenue Refunding Bonds, Series 2021C, dated August 18, 2021, have been sold at
public sale and action should now be taken to provide for the maintenance of records,
registration of certificates and payment of principal and interest in connection with the issuance
of the Bonds; and
WHEREAS, this Council has deemed that the services offered by UMB Bank, N.A. of
West Des Moines, Iowa, are necessary for compliance with rules, regulations, and requirements
governing the registration, transfer and payment of registered bonds; and
WHEREAS, a Paying Agent, Bond Registrar and Transfer Agent Agreement (hereafter
"Agreement") has been prepared to be entered into between the City and UMB Bank, N.A.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF DUBUQUE, STATE OF
IOWA:
1. That UMB Bank, N.A. of West Des Moines, Iowa, is hereby appointed to serve as
Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of $3,505,000
Water Revenue Refunding Bonds, Series 2021C, dated August 18, 2021.
-2-
2. That the Agreement with UMB Bank, N.A. of West Des Moines, Iowa, is hereby
approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of the
City.
PASSED AND APPROVED this 2°d day of August, 2021.
ATTEST:
City Clerk
/�/
Mayor
3-
Council Member Resnick introduced the following Resolution entitled "ASERIES
RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING
THE PAYMENT OF $3,505,000 WATER REVENUE REFUNDING BONDS, SERIES 2021C,
OF THE CITY OF DUBUQUE, STATE OF IOWA, UNDER THE PROVISIONS OF THE
CITY CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF THE
BONDS", and moved its adoption. Council Member Farber seconded the motion to adopt. The
roll was called and the vote was:
AYES: Cavanagh, Roussell, Buol, Resnick, Sprank, Farber, Jones
NAYS:
Whereupon the Mayor declared the following Resolution duly adopted:
RESOLUTION NO. 264-21
A SERIES RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE AND SECURING THE PAYMENT OF $3,505,000 WATER
REVENUE REFUNDING BONDS, SERIES 2021C, OF THE CITY OF
DUBUQUE, STATE OF IOWA, UNDER THE PROVISIONS OF THE
CITY CODE OF IOWA, AND PROVIDING FOR A METHOD OF
PAYMENT OF THE BONDS
WHEREAS, the City Council of the City of Dubuque, State of Iowa, sometimes
hereinafter referred to as the "Issuer", has heretofore established charges, rates and rentals for
services which are and will continue to be collected as system revenues of the Municipal Water
Utility System, sometimes hereinafter referred to as the "System", and Net Revenues are
available for the payment of Water Revenue Bonds, subject to the following premises; and
WHEREAS, the Issuer proposes to issue its Water Revenue Bonds, Series 2021 C to the
extent of $3,505,000 for the purpose of defraying the costs of the project as set forth in Section 3
of this Resolution; and
WHEREAS, the notice of intention of Issuer to take action for the issuance of $3,505,000
Water Revenue Refunding Bonds has heretofore been duly published and no objections to such
proposed action have been filed; and the Issuer desires to proceed with the issuance of
$3,505,000 Bonds:
WHEREAS, by Resolution No. 379-08 passed and approved on October 20, 2008 (the
"Master Resolution"), the City Council heretofore has authorized the issuance of $1,195,000
Water Revenue Bonds, Series 2008D, for the purpose of financing the construction of the Series
2008D Project described therein, and to pay related costs of issuance; and
WHEREAS, there have been heretofore issued certain Water Revenue Bonds, Notes or
other obligations, part of which remain outstanding and are a lien on the Net Revenues of the
System; and
WHEREAS, Section 8.2 of the Master Resolution authorizes the issuance of Refunding
Bonds by the City from time to time, if all of the conditions set forth therein are satisfied; and
WHEREAS, the Council has determined to issue additional Senior Bonds, and has
determined that, upon passage of this Series Resolution and receipt of the reports described in
Section 8.2 of the Master Resolution, all of the requirements of Article VIII of the Master
Resolution with respect to the issuance of additional Senior Bonds will have been satisfied.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IN THE COUNTY OF DUBUQUE, STATE OF IOWA:
Section 1. Definitions. Except as otherwise provided below in this Article I, all words and
terms defined in Article I of the Master Resolution shall have the same meanings in this Series
Resolution as such defined words and terms are given in Article I of the Master Resolution. In
addition, the following terms shall have the following meanings in this Series Resolution unless
the text expressly or by necessary implication requires otherwise:
• "Bonds" or the "Series 2021C Bonds" shall mean $3,505,000 Water Revenue
Refunding Bonds, Series 2021C, authorized to be issued by this Resolution.
• "Call Date" shall mean August 23, 2021, on which date the Refunded Bonds shall
be redeemed and paid.
• "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor
nominee of DTC with respect to the Bonds.
• "Clerk" shall mean the City Clerk, or such other officer of the successor
Governing Body as shall be charged with substantially the same duties and
responsibilities.
• "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure
Certificate executed by the Issuer and dated the date of issuance and delivery of the
Bonds, as originally executed and as it may be amended from time to time in accordance
with the terms thereof.
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• "Master Resolution" means the City Council Resolution No. 379-08, passed and
approved on October 20, 2008, entitled "Master Resolution relating to the issuance of
Water Revenue Bonds by the City of Dubuque, Iowa under the provisions of Chapter 384
of the Code of Iowa, authorizing and providing for the issuance and securing the payment
of $1,195,000 Water Revenue Bonds, Series 2008D, providing for a method of payment
thereof, funding a Debt Service Reserve Fund, and related matters," as the same may be
amended from time to time.
• "Original Purchaser" shall mean the purchaser of the Bonds from Issuer at the
time of their original issuance.
• "Paying Agent" shall mean UMB Bank, N.A., or such successor as may be
approved by Issuer as provided herein and who shall carry out the duties prescribed
herein as Issuer's agent to provide for the payment of principal of and interest on the
Bonds as the same shall become due.
• "Refunded Bonds" shall mean $215,000 of the Water Revenue Bonds, Series
2010D dated September 21, 2010, and $3,610,000 of the Water Revenue Bonds, Series
2008D dated November 4, 2008.
• "Registrar" shall mean UMB Bank, N.A. of West Des Moines, Iowa, or such
successor as may be approved by Issuer as provided herein and who shall carry out the
duties prescribed herein with respect to maintaining a register of the owners of the Bonds.
Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds.
• "Reserve Fund Requirement" shall mean an amount equal to the lesser of (a) the
maximum annual amount of the principal and interest coming due on the Bonds and
Parity Bonds; (b) 10% of the stated principal amount of the Bonds and Parity Bonds or
(c) 125% of the average annual principal and interest coming due on the Bonds and
Parity Bonds. For purposes of this definition: (1) "issue price" shall be substituted for
"stated principal amount" for issues with original issue discount or original issue
premium of more than a de minimus amount and (2) stated principal amount shall not
include any portion of an issue refunded or advance refunded by a subsequent issue.
"Series Resolution" shall mean this resolution authorizing the issuance of the
Bonds.
• "Series 2021 C Costs of Issuance Account" means the account by that name within
the Project Fund established in Section 5.1 of the Master Resolution.
• "Series 2021C Projects" shall paying costs of refunding outstanding revenue
obligations of the City, including Water Revenue Bonds, Series 2010D dated September
21, 2010, and Water Revenue Bonds, Series 2008D dated November 4, 2008.
• "Series 2021C Projects Account" means the account by that name within the
Project Fund established in Section 5.1 of the Master Resolution.
• "Series 2021 C Rebate Account" means the account by that name within the
Rebate Fund established in Section 6.10 of the Master Resolution.
• "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed
by the Treasurer and delivered at the time of issuance and delivery of the Bonds.
• "Treasurer" shall mean the Director of Finance & Budget or such other officer as
shall succeed to the same duties and responsibilities with respect to the recording and
payment of the Bonds issued hereunder.
Section 2. Authority. The Bonds authorized by this Resolution shall be issued pursuant
to Division V, Chapter 384 of the City Code of Iowa, and in compliance with the Master
Resolution and all applicable provisions of the Constitution and laws of the State of Iowa.
Section 3. Status as Series Resolution and Senior Bonds. This Series Resolution shall
constitute and be treated as a Series Resolution within the meaning of the Master Resolution.
The terms of the Master Resolution are hereby ratified, confirmed and approved and all of the
provisions thereof are hereby made applicable to the Series 2021C Bonds as if fully set forth
herein, except as the same may otherwise be modified in this Series Resolution. The Series
2012C Bonds shall constitute and be treated for all purposes as Senior Bonds under the Master
Resolution.
Section 4. Authorization and Purpose. Pursuant to the Master Resolution, there are
hereby authorized to be issued, negotiable, serial, fully registered Water Revenue Refunding
Bonds of the City, in the County of Dubuque, State of Iowa, Series 2021, in the aggregate
amount of $3,505,000 for the purpose of paying costs of refunding outstanding revenue
obligations of the City, including Water Revenue Bonds, Series 2010D dated September 21,
2010, and Water Revenue Bonds, Series 2008D dated November 4, 2008.
Section 5. Source of Payment. The Bonds herein authorized and Parity Bonds and the
interest thereon shall be payable solely and only out of the Net Revenues of the System and shall
be a first lien on the future Net Revenues of the System. The Bonds shall not be general
obligations of the Issuer nor shall they be payable in any manner by taxation and the Issuer shall
be in no manner liable by reason of the failure of the Net Revenues to be sufficient for the
payment of the Bonds.
Section 6. Bond Details. Pursuant to the provisions of the Master Resolution, and in
particular Section 8.2 thereof, Water Revenue Refunding Bonds of the City in the amount of
$3,505,000 shall be issued pursuant to the provisions of Section 384.83 of the City Code of Iowa
for the aforesaid purpose. The Bonds shall be issued as Senior Bonds under the terms of the
Master Resolution, shall be designated "WATER REVENUE REFUNDING BOND, SERIES
2021C", be dated August 18, 2021, and bear interest from the date thereof, until payment thereof,
at the office of the Paying Agent, the interest payable on December 1, 2021 and semiannually
thereafter on the 1 st day of June and December in each year until maturity at the rates hereinafter
provided.
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The Bonds shall be in substantially the form set forth in Exhibit A attached hereto, with
such variations, omissions, substitutions and insertions as are required or permitted by this Series
Resolution.
The Bonds shall be executed by the manual or facsimile signature of the Mayor and
attested by the manual or facsimile signature of the City Clerk, and impressed or printed with the
seal of the City and shall be fully registered as to both principal and interest as provided in this
Resolution; principal, interest and premium, if any shall be payable at the office of the Paying
Agent by mailing of a check to the registered owner of the Bond. The Bonds shall be in the
denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as
follows:
Principal Interest
Amount Rate
Maturity
June 1 st
$340,000
2.000%
2022
$360,000
2.000%
2023
$370,000
2.000%
2024
$380,000
2.000%
2025
$390,000
2.000%
2026
$400,000
2.000%
2027
$410,000
2.000%
2028
$420,000
2.000%
2029
$435,000
2.000%
2030
Section 7. Redemption. Bonds maturing after June 1, 2028, may be called for
redemption by the Issuer and paid before maturity on such date or any date thereafter, from any
funds regardless of source, in whole or from time to time in part, in any order of maturity and
within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to
date of call.
Notice of redemption shall be given as provided in the Master Resolution.
Section 8. Issuance of Bonds in Book -Entry Form; Replacement Bonds.
a) Notwithstanding the other provisions of this Resolution regarding registration,
ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to
permit the exchange of Depository Bonds for Bonds in the Authorized Denominations,
the Bonds shall be issued as Depository Bonds in denominations of the entire principal
amount of each maturity of Bonds (or, if a portion of the principal amount is prepaid, the
principal amount less the prepaid amount); and such Depository Bonds shall be registered
in the name of Cede & Co., as nominee of DTC. Payment of semi-annual interest for any
Depository Bond shall be made by wire transfer or New York Clearing House or
equivalent next day funds to the account of Cede & Co. on the interest payment date for
the Bonds at the address indicated in or pursuant to the Representation Letter.
b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent
shall have any responsibility or obligation to any Participant or to any Beneficial Owner.
Without limiting the immediately preceding sentence, neither the Issuer nor the Paying
Agent shall have any responsibility or obligation with respect to (i) the accuracy of the
records of DTC or its nominee or of any Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any
other person, other than DTC or its nominee, of any notice with respect to the Bonds, (iii)
the payment to any Participant, any Beneficial Owner or any other person, other than
DTC or its nominee, of any amount with respect to the principal of, premium, if any, or
interest on the Bonds, or (iv) the failure of DTC to provide any information or
notification on behalf of any Participant or Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC
or its nominee to be, the absolute owner of each Bond for the purpose of payment of the
principal of, premium, if any, and interest on such Bond, for the purpose of all other
matters with respect to such Bond, for the purpose of registering transfers with respect to
such Bonds, and for all other purposes whatsoever (except for the giving of certain
Bondholder consents, in accordance with the practices and procedures of DTC as may be
applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and
interest on the Bonds only to or upon the order of the Bondholders as shown on the
Registration Books, and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to the principal of, premium, if any, and
interest on the Bonds to the extent so paid. Notwithstanding the provisions of this
Resolution to the contrary (including without limitation those provisions relating to the
surrender of Bonds, registration thereof, and issuance in Authorized Denominations), as
long as the Bonds are Depository Bonds, full effect shall be given to the Representation
Letter and the procedures and practices of DTC thereunder, and the Paying Agent shall
comply therewith.
c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out
its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC
that the Bonds are no longer eligible for its depository services or (iii) a determination by
the Paying Agent that DTC has resigned or discontinued its services for the Bonds, if
such substitution is authorized by law, the Issuer shall (A) designate a satisfactory
substitute depository as set forth below or, if a satisfactory substitute is not found, (B)
provide for the exchange of Depository Bonds for replacement Bonds in Authorized
Denominations.
d) To the extent authorized by law, if the Issuer determines to provide for the
exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall
so notify the Paying Agent and shall provide the Registrar with a supply of executed
unauthenticated Bonds to be so exchanged. The Registrar shall thereupon notify the
owners of the Bonds and provide for such exchange, and to the extent that the Beneficial
Owners are designated as the transferee by the owners, the Bonds will be delivered in
appropriate form, content and Authorized Denominations to the Beneficial Owners, as
their interests appear.
e) Any substitute depository shall be designated in writing by the Issuer to the
Paying Agent. Any such substitute depository shall be a qualified and registered
"clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as
amended. The substitute depository shall provide for (i) immobilization of the
Depository Bonds, (ii) registration and transfer of interests in Depository Bonds by book
entries made on records of the depository or its nominee and (iii) payment of principal of,
premium, if any, and interest on the Bonds in accordance with and as such interests may
appear with respect to such book entries.
Section 9. Registration of Bonds; Appointment of Registrar; Transfer; Ownership
Delivery; and Cancellation.
a) Registration. The ownership of Bonds may be transferred only by the making
of an entry upon the books kept for the registration and transfer of ownership of the
Bonds, and in no other way. UMB Bank, N.A. is hereby appointed as Bond Registrar
under the terms of this Resolution and under the provisions of a separate agreement with
the Issuer filed herewith which is made a part hereof by this reference. Registrar shall
maintain the books of the Issuer for the registration of ownership of the Bonds for the
payment of principal of and interest on the Bonds as provided in this Resolution. All
Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and
Section 384.83(5) of the Code of Iowa, subject to the provisions for registration and
transfer contained in the Bonds and in this Resolution.
b) Transfer. The ownership of any Bond may be transferred only upon the
Registration Books kept for the registration and transfer of Bonds and only upon
surrender thereof at the office of the Registrar together with an assignment duly executed
by the holder or his duly authorized attorney in fact in such form as shall be satisfactory
to the Registrar, along with the address and social security number or federal employer
identification number of such transferee (or, if registration is to be made in the name of
multiple individuals, of all such transferees). In the event that the address of the
registered owner of a Bond (other than a registered owner which is the nominee of the
broker or dealer in question) is that of a broker or dealer, there must be disclosed on the
Registration Books the information pertaining to the registered owner required above.
Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or
denominations permitted by this Resolution in aggregate principal amount equal to the
unmatured and unredeemed principal amount of such transferred fully registered Bond,
and bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the
Registrar shall register, at the earliest practicable time, on the Registration Books, the
Bonds, in accordance with the provisions of this Resolution.
d) Ownership. As to any Bond, the person in whose name the ownership of the
same shall be registered on the Registration Books of the Registrar shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of or on account of
the principal of any such Bonds and the premium, if any, and interest thereon shall be
-10-
made only to or upon the order of the registered owner thereof or his legal representative.
All such payments shall be valid and effectual to satisfy and discharge the liability upon
such Bond, including the interest thereon, to the extent of the sum or sums so paid.
e) Cancellation. All Bonds which have been redeemed shall not be reissued but
shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall
be destroyed and a certificate of the destruction thereof shall be furnished promptly to the
Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled
Bonds to the Issuer.
f) Non -Presentment of Bonds. In the event any payment check, wire, or
electronic transfer of funds representing payment of principal of or interest on the Bonds
is returned to the Paying Agent or if any bond is not presented for payment of principal at
the maturity or redemption date, if funds sufficient to pay such principal of or interest on
Bonds shall have been made available to the Paying Agent for the benefit of the owner
thereof, all liability of the Issuer to the owner thereof for such interest or payment of such
Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it
shall be the duty of the Paying Agent to hold such funds, without liability for interest
thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted
exclusively to such funds for any claim of whatever nature on his part under this
Resolution or on, or with respect to, such interest or Bonds. The Paying Agent's
obligation to hold such funds shall continue for a period equal to two years and six
months following the date on which such interest or principal became due, whether at
maturity, or at the date fixed for redemption thereof, or otherwise, at which time the
Paying Agent shall surrender any remaining funds so held to the Issuer, whereupon any
claim under this Resolution by the Owners of such interest or Bonds of whatever nature
shall be made upon the Issuer.
Section 10. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any
outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the
request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so
mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to
Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond
destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and
Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and
upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such
other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as
the Issuer may incur in connection therewith.
Section 11. Record Date. Payments of principal and interest, otherwise than upon full
redemption, made in respect of any Bond, shall be made to the registered holder thereof or to
their designated agent as the same appear on the books of the Registrar on the 15th day of the
month preceding the payment date. All such payments shall fully discharge the obligations of
the Issuer in respect of such Bonds to the extent of the payments so made. Payment of principal
shall only be made upon surrender of the Bond to the Paying Agent.
- 11 -
Section 12. Execution, Authentication and Delivery of the Bonds. Upon the adoption of
this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to the Registrar, who
shall authenticate the Bonds and deliver the same to or upon order of the Original Purchaser. No
Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit
hereunder unless the Registrar shall duly endorse and execute on such Bond a Certificate of
Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon
any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so
authenticated has been duly issued under this Resolution and that the holder thereof is entitled to
the benefits of this Resolution.
No Bonds shall be authenticated and delivered by the Registrar, unless and until there
shall have been provided the following:
1. A certified copy of the resolution of Issuer authorizing the issuance of the Bonds.
2. A written order of Issuer signed by the Treasurer directing the authentication and
delivery of the Bonds to or upon the order of the Original Purchaser upon
payment of the purchase price as set forth therein.
3. The opinion of Ahlers & Cooney, P.C., Bond Counsel, affirming the validity and
legality of all the Bonds proposed to be issued.
Section 13. Right to Name Substitute Pang Agent or Re ig strar. Issuer reserves the right
to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to
each registered bondholder.
-12-
Section 15. Application of Bond Proceeds - Redemption and Current Refunding of
Refunded Bonds. Proceeds of the Bonds shall be applied as follows:
♦ An amount equal to $350,500 from the existing reserve fund in place for the
Refunded Bonds shall be deposited in the Reserve Fund.
♦ $3,825,000 of proceeds shall be deposited in trust with the Treasurer for the
payment of the Refunded Bonds and is irrevocably appropriated exclusively to the
payment of principal of, interest on and premium, if any, due on the redemption
thereof of the Refunded Bonds. Said amount shall be held separately from all
other moneys or accounts, in cash or direct obligations of the United States,
maturing on or before the Call Date of the Refunded Bonds, and is determined to
be sufficient to retire on the designated Call Date all of such obligations, together
with the interest thereon to the designated redemption date and premium thereon,
if any, that may be payable on the redemption of the same.
♦ The remaining proceeds shall be held by the Treasurer and applied to pay the
costs of issuance of the Bonds.
The Refunded Bonds are called and shall be redeemed as of the Call Date. The Clerk is
hereby authorized and directed to cause notice of such redemption to be given in compliance
with the terms of the Refunded Bonds.
Any excess proceeds remaining on hand after completion of the purpose of issuance shall
be used to call or otherwise retire Bonds.
Section 16. The Series 2021C Bonds shall be issued as Senior Bonds under the Master
Resolution, and shall be secured by and payable from amounts held in the Debt Service Reserve
Fund established in the Master Resolution. Upon issuance of the Series 2021 C Bonds, the
amount to be accumulated and maintained in the Debt Service Reserve Fund shall be increased,
and shall continue to remain equal to 100% of the Debt Service Reserve Requirement computed
on a basis which includes all Senior Bonds which will be Outstanding immediately after issuance
of the Series 2021C Bonds and which are not Senior SRF Bonds. Bonds which will be
Outstanding immediately after issuance of the Series 2021 C Bonds and which are not Senior
SRF Bonds. Notwithstanding any language to the contrary in the Master Resolution, the Debt
Service Reserve Requirement shall be computed as described in this Series Resolution.
Section 17. Disposition of Bond Proceeds; Arbitrage Not Permitted. The Issuer
reasonably expects and covenants that no use will be made of the proceeds from the issuance and
sale of the Bonds issued hereunder which will cause any of the Bonds to be classified as
arbitrage bonds within the meaning of Section 148(a) and (b) of the Internal Revenue Code of
the United States, and that throughout the term of the Bonds it will comply with the requirements
of the 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
-13-
the proceeds of the Bonds will be used in a manner that would cause the Bonds 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 Treasurer is
hereby directed to make and insert all calculations and determinations necessary to complete the
Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption
Certificate at issuance of the Bonds to certify as to the reasonable expectations and covenants of
the Issuer at that date.
The Issuer covenants that it will treat as Yield Restricted any proceeds of the Bonds
remaining unexpended after three years from the issuance and any other funds required by the
Tax Exemption Certificate to be so treated. If any investments are held with respect to the Bonds
and Parity Bonds, the Issuer shall treat the same for the purpose of restricted yield as held in
proportion to the original principal amounts of each issue.
The Issuer covenants that it will exceed any investment yield restriction provided in this
Resolution only in the event that it shall first obtain an opinion of recognized bond counsel that
the proposed investment action will not cause the Bonds to be classified as arbitrage bonds under
Section 148(a) and (b) of the Internal Revenue Code or regulations issued thereunder.
The Issuer covenants that it will proceed with due diligence to spend the proceeds of the
Bonds for the purpose set forth in this Resolution. The Issuer further covenants that it will make
no change in the use of the proceeds available for the construction of facilities or change in the
use of any portion of the facilities constructed therefrom by persons other than the Issuer or the
general public unless it has obtained an opinion of bond counsel or a revenue ruling that the
proposed project or use will not be of such character as to cause interest on any of the Bonds not
to be exempt from federal income taxes in the hands of holders other than substantial users of the
project, under the provisions of Section 142(a) of the Internal Revenue Code of the United
States, related statutes and regulations.
Section 18. Additional Covenants, Representations and Warranties of the Issuer. The
Issuer certifies and covenants with the purchasers and holders of the Bonds from time to time
outstanding that the Issuer through its officers, (a) will make such further specific covenants,
representations and assurances as may be necessary or advisable; (b) comply with all
representations, covenants and assurances contained in the Tax Exemption Certificate, which
Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the
owners of the Bonds; (c) consult with bond counsel (as defined in the Tax Exemption
Certificate); (d) pay to the United States, as necessary, such sums of money representing required
rebates of excess arbitrage profits relating to the Bonds; (e) file such forms, statements and
supporting documents as may be required and in a timely manner; and (f) if deemed necessary or
advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other
persons to assist the Issuer in such compliance.
Section 19. Severability. If any section, paragraph, or provision of this Resolution shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions.
-14-
Section 20. General Authorization. From and after the date of adoption of this Series
Resolution, the officers, employees and agents of the City are hereby authorized to do all such
acts and things and to execute and deliver any and all other documents, agreements, certificates
and instruments relating to the Series 2021C Bonds, the investment of the proceeds thereof and
the other transactions contemplated on the part of the City by this Series Resolution, including,
but not limited to, the Tax Exemption Certificate.
Section 21. Continuing Disclosure. The Issuer hereby covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the
provisions of the Continuing Disclosure Certificate are hereby approved and incorporated by
reference as part of this Resolution and made a part hereof and the Mayor and the City Clerk are
hereby authorized to execute and deliver the same at issuance of the Bonds. Notwithstanding
any other provision of this Resolution, failure of the Issuer to comply with the Continuing
Disclosure Certificate shall not be considered an event of default under this Resolution; however,
any holder of the Bonds or Beneficial Owner may take such actions as may be necessary and
appropriate, including seeking specific performance by court order, to cause the Issuer to comply
with its obligations under the Continuing Disclosure Certificate. For purposes of this Section,
"Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or
consent with respect to, or to dispose of ownership of, any Bonds (including persons holding
Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of
any Bonds for federal income tax purposes.
Section 22. Construction. Except to the extent set forth herein, all of the applicable
terms, conditions and provisions of the Master Resolution shall be deemed and construed to
apply to the Series 2021 C Bonds and are hereby incorporated by reference and made a part
hereof to the same extent as if fully set forth herein. Except as may otherwise be provided
herein, the Master Resolution shall remain in full force and effect.
Section 23. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All
other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this
Series Resolution are, to the extent of such conflict, hereby repealed; and this Series Resolution
shall be in effect from and after its adoption.
-15-
PASSED AND APPROVED this 2°a day of August, 2P21.
ATTEST:
a I k �� /l &�4,
City Clerk
Mayor
-16-
CERTIFICATE
STATE OF IOWA )
) SS
COUNTY OF DUBUQUE )
I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify
that attached is a true and complete copy of the portion of the records of the City showing
proceedings of the Council, and the same is a true and complete copy of the action taken by the
Council with respect to the matter at the meeting held on the date indicated in the attachment,
which proceedings remain in full force and effect, and have not been amended or rescinded in
any way; that meeting and all action thereat was duly and publicly held in accordance with a
notice of meeting and tentative agenda, a copy of which was timely served on each member of
the Council and posted on a bulletin board or other prominent place easily accessible to the
public and clearly designated for that purpose at the principal office of the Council pursuant to
the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable
advance notice to the public and media at least twenty-four hours prior to the commencement of
the meeting as required by law and with members of the public present in attendance; I further
certify that the individuals named therein were on the date thereof duly and lawfully possessed of
their respective City offices as indicated therein, that no Council vacancy existed except as may
be stated in the proceedings, and that no controversy or litigation is pending, prayed or
threatened involving the incorporation, organization, existence or boundaries of the City or the
right of the individuals named therein as officers to their respective positions.
� r
WITNESS my hand and the seal of the Council hereto affixed this 3 day of
/•City Clerk, City of Dubuque, Sf ate of Iowa
EXHIBIT A
FORM OF SERIES 2021C BONDS
REGISTERED
REGISTERED
R- STATE OF IOWA $
CITY OF DUBUQUE, IOWA
WATER REVENUE REFUNDING BONDS
SERIES 2021C
Rate Maturity Dated Date CUSIP No.
% June 1, 20 August 19, 2021
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of Dubuque, State of Iowa, a municipal corporation organized and existing
under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value
received, promises to pay from the source and as hereinafter provided, on the maturity date
indicated above, in lawful money of the United States of America, only upon presentation and
surrender hereof at the designated office of UMB Bank, N.A., Paying Agent of this issue, or its
successor, with interest on the sum from the date hereof until paid at the rate per annum specified
above, payable on December 1, 2021, and semiannually thereafter on the 1st day of June and
December in each year.
Interest and principal shall be paid to the registered holder of the Bond as shown on the
records of ownership maintained by the Registrar as of the 15th day preceding such interest
payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.
This Bond is issued pursuant to the provisions of Section 384.83 of the Code of Iowa, for
the purpose of paying costs of refunding outstanding revenue obligations of the City, including
Water Revenue Bonds, Series 201OD dated September 21, 2010, and Water Revenue Bonds,
Series 2008D dated November 4, 2008 (as defined in the Series Resolution hereinafter referred
to), in conformity to a Master Resolution of the City Council of the Issuer duly passed and
approved on October 20, 2008 (the "Master Resolution") and a Series Resolution of the City
Council of said City duly passed and approved on August 2, 2021 (the "Series Resolution"). For
a complete statement of the revenues and funds from which and the conditions under which this
Bond is payable, a statement of the conditions under which additional Senior Bonds of equal
standing may be issued, and the general covenants and provisions pursuant to which this Bond is
issued, reference is made to the above -described Master Resolution and the Series Resolution.
This Bond is one of the Series 2021C Bonds authorized for issuance in the Series
Resolution. Capitalized terms not defined herein shall have the meanings given to them in the
Series Resolution or Master Resolution.
The Series 2021 C Bonds maturing after June 1, 2028 may be called for redemption by the
Issuer and paid before maturity on such date or any date thereafter, from any funds regardless of
source, in whole or from time to time in part, in any order of maturity and within an annual
maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call.
Notice of redemption shall be given as provided in the Master Resolution.
Ownership of this Bond may be transferred only by transfer upon the books kept for such
purpose by the Registrar. Such transfer on the books shall occur only upon presentation and
surrender of this Bond at the office of the Registrar as designated below, together with an
assignment duly executed by the owner hereof or his duly authorized attorney in the form as
shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and
Paying Agent but shall, however, promptly give notice to registered Bondholders of such change.
All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code, subject
to the provisions for registration and transfer contained in the Master Resolution.
This Bond, other obligations currently outstanding, and such other revenue bonds or
notes of the Issuer as may in the future be issued on a parity therewith as Senior Bonds under the
Master Resolution, are equally and ratably secured by pledge of the "Net Revenues" of the
System, as defined in the Master Resolution.
THE BONDS AND THE INTEREST THEREON ARE PAYABLE SOLELY AND
ONLY FROM THE NET REVENUES. NEITHER THE PAYMENT OF THE
PRINCIPAL NOR ANY PART THEREOF NOR ANY INTEREST THEREON
CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF THE ISSUER WITHIN
THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER
PROVISION WHATSOEVER. THE ISSUER HAS NO AUTHORITY TO LEVY ANY
TAXES TO PAY THE BONDS.
The Issuer has covenanted and hereby covenants and agrees at all times while any Senior
Bonds are Outstanding and unpaid to budget for and collect amounts in respect of the use of the
System fully sufficient at all times to: (i) provide for 100% of the budgeted Operation and
Maintenance Expenses of the System and for the accumulation in the Revenue Fund of a
reasonable reserve therefor, and (ii) produce Net Revenues in each Fiscal Year which will: (a)
equal at least 125% of the Debt Service Requirement on all Senior Bonds then Outstanding for
the year of computation, (b) enable the Issuer to make all required payments, if any, into the
Debt Service Reserve Fund and the Rebate Fund, (c) enable the Issuer to accumulate an amount
which, in the judgment of the Council, is adequate to meet the costs of major renewals,
replacements, repairs, additions, betterments and improvements to the System, necessary to keep
the same in good operating condition or as is required by any governmental agency having
jurisdiction over the System, and (d) remedy all deficiencies in required payments into any of the
funds and accounts established under the Master Resolution from prior Fiscal Years.
The Master Resolution contains a more particular statement of the covenants and
provisions securing the Senior Bonds, the conditions under which the owner of this Bond may
enforce covenants (other than the covenant to pay principal of and interest on this Bond when
due from the sources provided, the right to enforce which is unconditional), the conditions upon
which additional Senior Bonds may be issued on a parity or achieve parity status with this Bond
under the Master Resolution, and the conditions upon which the Master Resolution may be
amended with the consent of the owners of not less than two-thirds in aggregate Principal
amount of the Bonds Outstanding or the issuer of any Credit Facility, if any, of such Bonds.
Upon the occurrence of an Event of Default under the Master Resolution, the owner of this Bond
shall be entitled to the remedies provided by the Master Resolution.
And it is hereby represented and certified that all acts, conditions and things requisite,
according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to
be performed precedent to the lawful issue of this Bond, have been existent, had, done and
performed as required by law.
IN TESTIMONY WHEREOF, said Issuer by its City Council has caused this Bond to be
signed by the manual signature of its Mayor and attested by the manual signature of its City
Clerk, and authenticated by the manual signature of an authorized representative of the Registrar,
UMB Bank, N.A.
ATTEST:: �J CITJOF UBUQUE, IOWA
By:W'?�2 G/� U By:P X�/
City Clerk May
4 eb euthpnt Lion: �ugas+ 3, aD�
b •. `is of the Series 2021C Bonds described in the within mentioned Series
a�r6 istered by UMB Bank, N.A..
UMB BANK, N.A., Registrar
M
Authorized Signature
Registrar and Transfer Agent: UMB Bank, N.A.
Paying Agent: UMB Bank, N.A.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. ) the
within Revenue Bond and does hereby irrevocably constitute and appoint
attorney in fact to transfer the said Revenue Bond on the books kept
for registration of the within Revenue Bond, with full power of substitution in the premises.
Dated
(Person(s) executing this Assignment sign(s) here)
SIGNATURE
GUARANTEED
IMPORTANT - READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written upon
the face of the certificate(s) or bond(s) in every particular without alteration or
enlargement or any change whatever. Signature guarantee must be provided in
accordance with the prevailing standards and procedures of the Registrar and
Transfer Agent. Such standards and procedures may require signature to be
guaranteed by certain eligible guarantor institutions that participate in a
recognized signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification
Number of Transferee(s)
Transferee is a(n):
Individual*
Partnership
Corporation
Trust
*If the Bond is to be registered in the names of multiple individual owners, the names of all such
owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
IA UNIF TRANS MIN ACT - ..........Custodian..........
(Cust) (Minor)
under Iowa Uniform Transfers
to Minors Act ................
(State)
01901400-1 \ 10422-215
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and
delivered by the City of Dubuque, State of Iowa (the "Issuer"), in connection with the issuance of
$3,505,000 Water Revenue Refunding Bonds, Series 2021C (the 'Bonds") dated August 18,
2021. The Bonds are being issued pursuant to a Resolution of the Issuer approved on August 2,
2021 (the "Resolution"). The Issuer covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate; Interpretation. This Disclosure
Certificate is being executed and delivered by the Issuer for the benefit of the Holders and
Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in
complying with S.E.C. Rule 15c2-12(b)(5). This Disclosure Certificate shall be governed by,
construed and interpreted in accordance with the Rule, and, to the extent not in conflict with the
Rule, the laws of the State. Nothing herein shall be interpreted to require more than required by
the Rule.
Section 2. Definitions. In addition to the definitions set forth in the Resolution, which
apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:
"Annual Financial Information" shall mean financial information or operating data of the
type included in the final Official Statement, provided at least annually by the Issuer pursuant to,
and as described in, Sections 3 and 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly,
to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons
holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the
owner of any Bonds for federal income tax purposes.
"Business Day" shall mean a day other than a Saturday or a Sunday or a day on which
banks in Iowa are authorized or required by law to close.
"Dissemination Agent" shall mean the Issuer or any Dissemination Agent designated in
writing by the Issuer and which has filed with the Issuer a written acceptance of such
designation.
"Financial Obligation" shall mean a (i) debt obligation; (ii) derivative instrument entered
into in connection with, or pledged as security or a source of payment for, an existing or planned
debt obligation; or (iii) guarantee of (i) or (ii). The term Financial Obligation shall not include
municipal securities as to which a final official statement has been provided to the MSRB
consistent with S.E.C. Rule 15c2-12.
"Holders" shall mean the registered holders of the Bonds, as recorded in the registration
books of the Registrar.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure
Certificate.
"Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal
Securities Rulemaking Board, 1300 I Street NW, Suite 1000, Washington, DC 20005.
"National Repository" shall mean the MSRB's Electronic Municipal Market Access
website, a/k/a "EMMA" (emma.msrb.org).
"Official Statement" shall mean the Issuer's Official Statement for the Bonds, dated July
19, 2021.
"Participating Underwriter" shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
"Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission
(S.E.C.) under the Securities Exchange Act of 1934, and any guidance and procedures
thereunder published by the S.E.C., as the same may be amended from time to time.
"State" shall mean the State of Iowa.
Section 3. Provision of Annual Financial Information.
a) The Issuer shall, or shall cause the Dissemination Agent to, not later than three
hundred sixty-five (365) days after the end of the Issuer's fiscal year (presently June
30th), commencing with information for the 2020/2021 fiscal year, provide to the
National Repository an Annual Financial Information filing consistent with the
requirements of Section 4 of this Disclosure Certificate. The Annual Financial
Information filing must be submitted in such format as is required by the MSRB
(currently in "searchable PDF" format). The Annual Financial Information filing may be
submitted as a single document or as separate documents comprising a package. The
Annual Financial Information filing may cross-reference other information as provided in
Section 4 of this Disclosure Certificate; provided that the audited financial statements of
the Issuer may be submitted separately from the balance of the Annual Financial
Information filing and later than the date required above for the filing of the Annual
Financial Information if they are not available by that date. If the Issuer's fiscal year
changes, it shall give notice of such change in the same manner as for a Listed Event
under Section 5(c).
b) If the Issuer is unable to provide to the National Repository the Annual
Financial Information by the date required in subsection (a), the Issuer shall send a notice
to the Municipal Securities Rulemaking Board, if any, in substantially the form attached
as Exhibit A.
c) The Dissemination Agent shall:
i. each year file Annual Financial Information with the National
Repository; and
ii. (if the Dissemination Agent is other than the Issuer), file a report with
the Issuer certifying that the Annual Financial Information has been filed pursuant
to this Disclosure Certificate, stating the date it was filed.
Section 4. Content of Annual Financial Information. The Issuer's Annual Financial
Information filing shall contain or incorporate by reference the following:
a) The last available audited financial statements of the Issuer for the prior fiscal
year, prepared in accordance with generally accepted accounting principles promulgated
by the Financial Accounting Standards Board as modified in accordance with the
governmental accounting standards promulgated by the Governmental Accounting
Standards Board or as otherwise provided under State law, as in effect from time to time,
or, if and to the extent such financial statements have not been prepared in accordance
with generally accepted accounting principles, noting the discrepancies therefrom and the
effect thereof. If the Issuer's audited financial statements for the preceding years are not
available by the time Annual Financial Information is required to be filed pursuant to
Section 3(a), the Annual Financial Information filing shall contain unaudited financial
statements of the type included in the final Official Statement, and the audited financial
statements shall be filed in the same manner as the Annual Financial Information when
they become available.
b) A table, schedule or other information prepared as of the end of the preceding
fiscal year, of the type contained in the final Official Statement under the captions: "Rates
and Charges," "Number of Water Customers," "Larger Water Customers", "Water
Sales," and "Water System Revenue Debt."
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the Issuer or related public
entities, which have been filed with the National Repository. The Issuer shall clearly
identify each such other document so included by reference.
Section 5. Reporting of Significant Events.
a) Pursuant to the provisions of this Section, the Issuer shall give, or cause to be
given, notice of the occurrence of any of the following events with respect to the Bonds
in a timely manner not later than 10 Business Days after the day of the occurrence of the
event:
i. Principal and interest payment delinquencies;
ii. Non-payment related defaults, if material;
iii. Unscheduled draws on debt service reserves reflecting financial
difficulties;
iv. Unscheduled draws on credit enhancements relating to the Bonds
reflecting financial difficulties;
v. Substitution of credit or liquidity providers, or their failure to perform;
vi. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701-TEB) or other material notices or determinations with respect to the
tax-exempt status of the Series Bonds, or material events affecting the tax-exempt
status of the Bonds;
vii. Modifications to rights of Holders of the Bonds, if material;
viii. Bond calls (excluding sinking fund mandatory redemptions), if
material, and tender offers;
ix. Defeasances of the Bonds;
x. Release, substitution, or sale of property securing repayment of the
Bonds, if material;
xi. Rating changes on the Bonds;
xii. Bankruptcy, insolvency, receivership or similar event of the Issuer;
xiii. The consummation of a merger, consolidation, or acquisition
involving the Issuer or the sale of all or substantially all of the assets of the Issuer,
other than in the ordinary course of business, the entry into a definitive agreement
to undertake such an action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms, if material;
xiv. Appointment of a successor or additional trustee or the change of
name of a trustee, if material;
xv. Incurrence of a Financial Obligation of the Issuer, if material, or
agreement to covenants, events of default, remedies, priority rights, or other
similar terms of a Financial Obligation of the Issuer, any of which affect security
holders, if material; and
xvi. Default, event of acceleration, termination event, modification of
terms or other similar events under the terms of a Financial Obligation of the
Issuer, any of which reflect financial difficulties.
b) Whenever the Issuer obtains the knowledge of the occurrence of a Listed
Event, the Issuer shall determine if the occurrence is subject to notice only if material,
and if so shall as soon as possible determine if such event would be material under
applicable federal securities laws.
c) If the Issuer determines that knowledge of the occurrence of a Listed Event is
not subject to materiality, or determines such occurrence is subject to materiality and
would be material under applicable federal securities laws, the Issuer shall promptly, but
not later than 10 Business Days after the occurrence of the event, file a notice of such
occurrence with the Municipal Securities Rulemaking Board through the filing with the
National Repository.
Section 6. Termination of Reporting Obligation. The Issuer's obligations under this
Disclosure Certificate with respect to each Series of Bonds shall terminate upon the legal
defeasance, prior redemption or payment in full of all of the Bonds of that Series or upon the
Issuer's receipt of an opinion of nationally recognized bond counsel to the effect that, because of
legislative action or final judicial action or administrative actions or proceedings, the failure of
the Issuer to comply with the terms hereof will not cause Participating Underwriters to be in
violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as
amended.
Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate,
and may discharge any such Agent, with or without appointing a successor Dissemination Agent.
The Dissemination Agent shall not be responsible in any manner for the content of any notice or
report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination
Agent shall be the Issuer.
Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this
Disclosure Certificate may be waived, provided that the following conditions are satisfied:
a) If the amendment or waiver relates to the provisions of Section 3(a), 4, or 5(a),
it may only be made in connection with a change in circumstances that arises from a
change in legal requirements, change in law, or change in the identity, nature or status of
an obligated person with respect to the Bonds, or the type of business conducted;
b) The undertaking, as amended or taking into account such waiver, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of
the Rule at the time of the original issuance of the Bonds, after taking into account any
amendments or interpretations of the Rule, as well as any change in circumstances; and
c) The amendment or waiver either (i) is approved by the Holders of the Bonds in
the same manner as provided in the Resolution for amendments to the Resolution with
the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond
counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds.
In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer
shall describe such amendment in the next Annual Financial Information filing, and shall
include, as applicable, a narrative explanation of the reason for the amendment or waiver and its
impact on the type (or in the case of a change of accounting principles, on the presentation) of
financial information or operating data being presented by the Issuer. In addition, if the
amendment relates to the accounting principles to be followed in preparing financial statements,
(i) notice of such change shall be given in the same manner as for a Listed Event under Section
5(c), and (ii) the Annual Financial Information filing for the year in which the change is made
will present a comparison or other discussion in narrative form (and also, if feasible, in
quantitative form) describing or illustrating the material differences between the financial
statements as prepared on the basis of the new accounting principles and those prepared on the
basis of the former accounting principles.
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or
including any other information in any Annual Financial Information filing or notice of
occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate.
If the Issuer chooses to include any information in any Annual Financial Information filing or
notice of occurrence of a Listed Event in addition to that which is specifically required by this
Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such
information or include it in any future Annual Financial Information filing or notice of
occurrence of a Listed Event.
Section 10. Default. In the event of a failure of the Issuer to comply with any provision
of this Disclosure Certificate, any Holder or Beneficial Owner of the Bonds may take such
actions as may be necessary and appropriate, including seeking mandate or specific performance
by court order, to cause the Issuer to comply with its obligations under this Disclosure
Certificate. Direct, indirect, consequential and punitive damages shall not be recoverable by any
person for any default hereunder and are hereby waived to the extent permitted by law. A
default under this Disclosure Certificate shall not be deemed an event of default under the
Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of
the Issuer to comply with this Disclosure Certificate shall be an action to compel performance.
Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers,
directors, employees and agents, harmless against any loss, expense and liabilities which it may
incur arising out of or in the exercise or performance of its powers and duties hereunder,
including the costs and expenses (including attorneys' fees) of defending against any claim of
liability, but excluding liabilities due to the Dissemination Agent's negligence or willful
misconduct. The obligations of the Issuer under this Section shall survive resignation or removal
of the Dissemination Agent and payment of the Bonds.
Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of
the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial
Owners from time to time of the Bonds, and shall create no rights in any other person or entity.
Section 13. Rescission Rights. The Issuer hereby reserves the right to rescind this
Disclosure Certificate without the consent of the Holders in the event the Rule is repealed by the
S.E.C. or is ruled invalid by a federal court and the time to appeal from such decision has
expired. In the event of a partial repeal or invalidation of the Rule, the Issuer hereby reserves the
right to rescind those provisions of this Disclosure Certificate that were required by those parts
of the Rule that are so repealed or invalidated.
Date: day of
ATTEST: By: a " o " �% b�' ,Q�' "
City Clerk Ir
2021.
CITY OF DUBUQUE, STATE OF IOWA
By: P �Ll
Mayor
EXHIBIT A
NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL
INFORMATION
Name of Issuer: City of Dubuque, Iowa.
Name of Bond Issue: $3,505,000 Water Revenue Refunding Bonds, Series 2021C
Dated Date of Issue: August 18, 2021
NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial
Information with respect to the above -named Bonds as required by Section 3 of the Continuing
Disclosure Certificate delivered by the Issuer in connection with the Bonds. The Issuer
anticipates that the Annual Financial Information will be filed by
Dated: day of , 20
CITY OF DUBUQUE, STATE OF IOWA
By:
Its:
01900756-1\10422-215
DELIVERY CERTIFICATE
We the undersigned City Officials, do hereby certify that we are the officers, respectively
below indicated, of a municipal corporation in the State of Iowa, known as the City of Dubuque,
State of Iowa; that in pursuance of the provisions of Sections 384.82 and 384.83, Code of Iowa,
there have been heretofore lawfully authorized and this day by us lawfully executed, issued,
caused to be registered, authenticated and delivered fully registered Water Revenue Refunding
Bonds, Series 2021C, of the City of Dubuque, State of Iowa, in the amount of $3,505,000, dated
August 18, 2021, bearing interest and maturing as follows:
Principal Interest Maturity
Amount Rate June 1 st
$340,000
2.000%
2022
$360,000
2.000%
2023
$370,000
2.000%
2024
$380,000
2.000%
2025
$390,000
2.000%
2026
$400,000
2.000%
2027
$410,000
2.000%
2028
$420,000
2.000%
2029
$435,000
2.000%
2030
Each of the Bonds has been executed with the manual or facsimile signature of the Mayor and
the manual or facsimile signature of the City Clerk of the City.
The Bonds have been delivered to DTC on behalf of -
Robert W. Baird & Co., Inc., of Red Bank, New Jersey
and have been paid for in accordance with the terms of the contract of sale and at a price of
$3,666,198.92, and accrued interest.
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, or the validity of the Bonds or the pledge
of the Net Revenues of the Municipal Water System (the "System"), to the payment of the Bonds
or the power and duty of the City to construct, own and operate its System as a revenue
producing undertaking and to provide, charge and apply adequate rates and charges for the full
and prompt payment of the principal and interest of the Bonds, and that none of the proceedings
or authority for the issuance of the Bonds has been repealed, revoked, rescinded, or modified in
any manner.
To the best of our knowledge, information and belief, we further certify that the Official
Statement dated July 19, 2021, as of its date and the date hereof, did not and does not contain any
untrue statement of material fact or omit to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were made, not
misleading.
We further certify that each of the officers whose signatures appear on the Bonds were in
occupancy and possession of their respective offices at the time the Bonds were executed and do
hereby adopt and affirm their signatures appearing in the Bonds.
We further certify that the present financial condition of the Bond is as follows:
Total water revenue bonded indebtedness, including above -
mentioned Water Revenue Refunding Bonds, Series 2021C $19,110,000
All other indebtedness of any kind, payable from Water $0
Revenues
IN WITNESS WHEREOF, we have hereunto affixed our hands at the City of Dubuque,
State of Iowa, this day of
0I918061-1\10422-215
2021.
Mayor
Finance & Budget
Form 8038—M
(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/F80380 for instructions and the latest information.
MIMM ReDortina Authority If Amended Return. check here ► n
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 Street
13M
6 City, town, or post office, state, and ZIP code
7 Date of issue
Dubuque, Iowa 52001
August 18, 2021
8 Name of issue
9 CUSIP number
$3,505,000 Water Revenue Refunding Bonds Series 2021C
264057 DK3
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
Jennifer Larson, Director of Finance and Budget
563-589-4322
JiUM
Type of Issue (enter the issue price). See the instructions and attach schedule.
11
12
13
14
15
16
17
18
Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . .
Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. Describe ►
11
12
13
14
15
16
17 3,686,303 60
18
19a
b
20
If bonds are TANS or RANs, check only box 19a . . . . . . . . . . . . . . . No-
If bonds are BANs, check only box 19b . . . . . . . . . . . . . . . . . . ► ❑
If bonds are in the form of a lease or installment sale, check box . ► ❑
TF Description of Bonds. ComDlete for the entire issue for which this form is beina filed.
(a) Final maturity date
(b) Issue price
(c) Stated redemption
(d) Weighted
(e) Yield
price at maturity
average maturity
21 06/01/2030
$ 3,686,303.60
$ 3,505,000
5.002 years
0.847996 %
LiCLW
Uses of Proceeds of Bond Issue (including underwriters' discount)
22
Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . .
22
-0-
3,686 303
60
23
Issue price of entire issue (enter amount from line 21, column (b)) . . . . . .
23
24 Proceeds used for bond issuance costs (including underwriters' discount) 24 77,054 68
25
Proceeds used for credit enhancement . . . . . . . . . . . . 25 -0-
26
Proceeds allocated to reasonably required reserve or replacement fund . 26 350,500 00
27
Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . 27 3,257,975 00
28
Proceeds used to refund prior taxable bonds. Complete Part V . . . . 28 -0-
29
Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . .
29
3 685 529
68
7731
92
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
30
Description of Refunded Bonds. Complete this part only for refunding bonds.
31
Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ►
0.0000 years
32
Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ►
0.0000 years
33
34
Enter the last date on which the refunded tax-exempt bonds will be cal
Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) 11 /04/2008; 09/21 /2010
08/23/2021
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S
Form 8038-G (Rev. 9-2018)
Form 8038-G (Rev. 9-2018)
2
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
(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 ► ❑ and enter the following information:
b Enter the date of the master pool bond ► (MM/DD/YYYY)
c Enter the EIN of the issuer of the master pool bond ►
d Enter the name of the issuer of the master pool bond ►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . . ► ❑
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 Po-
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 . . . . . . . . ► ❑✓
44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► ❑�
45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement . . . . . . . . . . . . . . ►
b Enter the date the official intent was adopted ► MM/DD/YY
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 tl t I have authorized above.
Consent ' ' Jenny Larson, Director of Finance & Budget
Sign re of issuer's autt orized representative Date Type or print name and title
Paid Printliype preparer's name Preparer's signature Date Check ❑ if PTIN
Preparer
Kristin Billingsley Cc I I self-employed P02001942
Use Only Firm's name ► Ahl Cs & Cooney, P.C. Firm's EIN ► 42-1323559
Firm's address ► 100 Court Avenue, Suite 600, Des Moines, Iowa 50309 Phone no. 515-243-7611
Form 8038-G (Rev. 9-2018)
Ahlers & Cooney, P.C.
(QIiiiiiii AHLERS COONEY Attorneys at Law
100 Court Avenue, Suite 600
A T T D R N E Y S Des Moines, Iowa 50309-2231
Phone: 515-243-7611
Fax: 515-243-2149
www.ahlerslaw.com
July 26, 2021
VIA EMAIL
Ms. Jenny Larson
Director of Finance & Budget
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001
Kristin B. Cooper
515.246.0330
kcooper@ahlerslaw.com
Re: Dubuque, Iowa - $3,505,000 Water Revenue Refunding Bonds, Series 2021 C
Dear Jenny:
Enclosed are documents to complete Council action in connection with the authorization
for the issuance of the above Bonds.
I . The Council procedure consists of the following
(a) Resolution Appointing Registrar and Paying Agent. This resolution
appoints UMB Bank, N.A. to serve as Registrar and Paying Agent.
(b) Resolution authorizing the issuance of the Bonds. The resolution also
incorporates by reference the form of the Tax Exemption Certificate and the Continuing
Disclosure Certificate.
There are blank spaces appearing in the form of Bond set out in the resolution.
These need not be completed but may be left blank as a guide since different amounts,
dates and percents will be inserted within the blank spaces.
The resolution must be adopted by an affirmative vote equal to a majority of the
full Council membership.
(c) Tax Exemption Certificate. The Tax Exemption Certificate sets out in
detail a number of facts, promises and obligations which must be met and agreed to by
the City in order to maintain these Bonds as tax exempt. This certificate should be
SIGNED BUT NOT DATED. Please execute and return one copy to our office prior to
closing.
(d) Continuing Disclosure Certificate. The form of Continuing Disclosure
Certificate, which is described in detail below, is included for approval by the Council
WISHARD & BAILY- 1888; GUERNSEY & BAILY- 1893; BAILY & STIPP - 1901; STIPP, PERRY, BANNISTER & STARZINGER- 1914; BANNISTER, CARPENTER,
AHLERS & COONEY- 1950; AHLERS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. -1990
July 26, 2021
Page 2
under the Resolution authorizing issuance. This Certificate also should be signed by the
Mayor and the Clerk but not dated. Please execute and return one copy to our office prior
to closing.
2. Closing Certificates and Documents:
(a) Delivery Certificate. This certificate also should be signed, BUT NOT
DATED. Please complete and confirm the financial data on page 2, execute and return a
copy to us. An executed copy will be provided to you after closing.
(b) Transcript Certificate. This certificate is to be executed and sealed in the
manner indicated on the second page and may be dated at the time of completion. A_
notary attestation for all official signatures is required. Please execute and return a copy
to us. An executed copy will be provided to you after closing.
(c) Authentication Order. Please execute and return one copy to our office.
(d) Form 8038-G -- Information Return for Tax Exempt Governmental
Obligations. Please sign, BUT DO NOT DATE, and return the form to us prior to
closing. We will file this with the IRS and provide a copy after closing.
(e) Pang Agent; Note Registrar and Transfer Agent Agreement. Please
review, and if correct, execute and return a copy to our office. We will obtain signatures
from UMB Bank, N.A. and a fully executed copy will be provided to you after closing.
Tax Exemption
The Tax Exemption Certificate is an important document and contains important
information concerning the calculated yield on the Bonds and a number of covenants and
obligations on the part of the City. This certificate should be retained along with all of
your records regarding the use of proceeds, expenditure dates and investment information
needed to comply with IRS guidelines. I will not attempt to summarize all of the matters
which are included in this certificate but I do want to point out some important ones.
Tax exemption is based in part upon the fact that the use of the facilities acquired
by the City with the proceeds of the refunded Bonds will continue to be used by the
public and will not be used in the private trade or business of any business or non -tax-
exempt entity. The properties acquired with the original proceeds must not be sold or
diverted to any private or nonpublic use unless the significance of that action is reviewed
by bond counsel.
The Tax Exemption Certificate sets forth the best knowledge and belief which
you have as of today concerning the timely expenditure of the proceeds as the City
reasonably expects expenditures to occur. If for any reason the City finds it will be
prevented from expending the Bond proceeds to refund the outstanding obligations in the
manner described in the authorizing resolution that matter should be referred to us.
July 26, 2021
Page 3
These Bonds are issued under the expectation that you will be exempt from the
requirement to rebate arbitrage earnings to the United States Government, because you
will spend the gross proceeds of the Bonds to call the Refunded Bonds within six months
of the date of issue. If for any reason it appears you will not meet this spending
requirement, the matter should be brought to our attention immediately.
There are a number of other general promises and commitments by the City to
take or refrain from action, which are necessary to maintain the tax exemption of these
Bonds. You should recognize that these promises and commitments are required of the
City on an ongoing basis and that the possibility of some additional future action does
exist.
Continuing Disclosure Certificate
Securities and Exchange Commission Rule 15c2-12, prohibits underwriting and
recommendation to the public of the purchase of municipal securities for which adequate
secondary market information is not available. The rules apply generally to any
municipal offering over $1,000,000. The City therefore has an obligation to provide
continuing disclosure to the marketplace while the Bonds are outstanding. The
applicable covenants and duties of the City are outlined in the Continuing Disclosure
Certificate.
The Continuing Disclosure Certificate requires the City to provide annual
financial information and operating data and other operating data described in the
Continuing Disclosure Certificate to the Municipal Securities Rulemaking Board's
Electronic Municipal Market Access system ("EMMA") so long as the Bonds are
outstanding, and also to provide notice to EMMA if certain events occur. This
information and data must be sent in "searchable PDF" form. You should ensure that
your audit and operating data will be available in that format so you may comply. The
events which must be reported are detailed in the certificate, but other events which
would be of concern to the rating agencies or Bond holders also should be considered for
disclosure under the anti -fraud provisions of the federal securities laws.
These disclosure requirements are ongoing and it will be important to designate
an appropriate contact person who will have a primary responsibility for preparing and
coordinating the filing of the annual financial information, operating data and any event
notices.
The penalties for violation of the rule fall ultimately on the issuer of the Bonds,
because underwriters may be precluded from agreeing to underwrite or bid on Bonds of
issuers who have not complied with their disclosure obligations. Failure to comply
therefore may result in fewer bids and ultimately no bids or the inability to secure an
underwriter for an issue.
July 26, 2021
Page 4
Closing Matters.
As you know, closing of this issue is scheduled to occur on or about August 18, 2021. At
the time of closing, the "Purchaser's" copies of the above items and the original Bonds will be
delivered to DTC on behalf of the Purchaser of the Bonds in exchange for the agreed purchase
price. Our legal opinion also will be delivered to the Purchaser at that time.
Should you have any questions, or if we can be of any assistance in completing the
enclosed items, please don't hesitate to contact me.
Very truly yours,
Ahlers & Cooney, P.C.
Kristin Billingsley Cooper
FOR THE FIRM
KBC:seb
Enclosures
cc: Adrienne N. Breitfelder, City Clerk
Trish Gleason, Assistant City Clerk
Tionna Pooler, Independent Public Advisors, LLC
Lori Meeker, UMB Bank, N.A.
01917201-1\10422-215
PAYING AGENT; BOND REGISTRAR AND TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into on August 18, 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
Document" certain bonds, certificates, notes and/or other debt instruments, more particularly
described as $3,505,000 Water Revenue Refunding Bonds, Series 2021C, dated August 18, 2021
hereinafter called the 'Bonds"; and
WHEREAS, pursuant to the Bond Document, 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 Document, 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 Document, 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 Document 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
-1-
(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 Document, 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 Document or this Agreement.
5. Transfers of ownership of the Bonds shall be made by the AGENT as set forth in
the Bond Document. Absent specific guidelines in the Bond Document, 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
-2-
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 Document. 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 Document 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 Document 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 Document 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 Document) 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 Document, the AGENT may pay at maturity
or redemption or issue new certificates to replace certificates represented to the AGENT to have
-3-
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 Document 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 Document 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 Document, 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 Document 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 Document 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
Document 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 Document
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 Document 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 Document, 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 Document, 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
-5-
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 Document 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 Document 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 Document, 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 Document, this Agreement shall be governed by the laws of the State of Iowa, both as to
interpretation and performance.
23. The Bond Document 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
Document. In the event of inconsistent language between the Bond Document and this
Agreement, the terms of the Bond Document 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, 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
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
City of Dubuque
50 West 13th Street
Dubuque, Iowa 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, telecopics,
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 Document 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 Document 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 3 day of
SAunuj, 2021.
CITY OF li
STATE OF
Mayor
ATTEST:
By: ate�?&nrlja
City Clerk
ATTEST:
(Title)
UMB BANK N.A., as PAYING
AGENT/REGISTRAR
M.
(Title)
EXHIBIT A
Paying Agent/Registrar's Fee
01917990-1\10422-215
TAX EXEMPTION CERTIFICATE
of
CITY OF DUBUQUE, COUNTY OF DUBUQUE, STATE OF IOWA, ISSUER
$3,505,000 Water Revenue Refunding Bonds, Series 2021C
This instrument was prepared by:
Ahlers & Cooney, P.C.
100 Court Avenue, Suite 600
Des Moines, Iowa 50309
(515) 243-7611
TABLE OF CONTENTS
This Table of Contents is not a part of this Tax Exemption Certificate and is provided
only for convenience of reference.
INTRODUCTION.....................................................................................................................-
1 -
ARTICLE I DEFINITIONS....................................................................................................-1
-
ARTICLE II SPECIFIC CERTIFICATIONS, REPRESENTATIONS AND
AGREEMENTS............................................................................................................-
4-
Section 2.1
Authority to Certify and Expectations....................................................
- 4-
Section 2.2
Receipts and Expenditures of Sale Proceeds ..........................................
- 7-
Section 2.3
Purpose of Bonds....................................................................................
- 7-
Section 2.4
Facts Supporting Temporary Periods for Proceeds ................................
- 8-
Section 2.5
Resolution Funds at Restricted or Unrestricted Yield ............................
- 9-
Section 2.6
Pertaining to Yields...............................................................................
- 11 -
ARTICLE III REBATE..........................................................................................................
11 -
Section3.1
Records.................................................................................................
- 11 -
Section3.2
Rebate Fund..........................................................................................
- 12 -
Section 3.3
Exceptions to Rebate.............................................................................
- 12 -
Section 3.4
Calculation of Rebate Amount..............................................................
- 12 -
Section 3.5
Rebate Requirements and the Bond Fund .............................................
- 13 -
Section 3.6
Investment of the Rebate Fund.............................................................
- 13 -
Section 3.7
Payment to the United States................................................................
- 13 -
Section3.8
Records.................................................................................................
- 13 -
Section 3.9
Additional Payments.............................................................................-
14 -
ARTICLE IV INVESTMENT
RESTRICTIONS................................................................-
14 -
Section 4.1
Avoidance of Prohibited Payments.......................................................
- 14 -
Section 4.2
Market Price Requirement....................................................................
- 15 -
Section 4.3
Investment in Certificates of Deposit ...................................................
- 15 -
Section 4.4
Investment Pursuant to Investment Contracts and Agreements ...........
- 15 -
Section4.5
Records.................................................................................................
- 17 -
Section 4.6
Investments to be Legal........................................................................
- 17 -
ARTICLE V GENERAL COVENANTS..............................................................................18
-
ARTICLE VI AMENDMENTS AND ADDITIONAL AGREEMENTS ...........................
18 -
Section 6.1
Opinion of Bond Counsel; Amendments ..............................................-
18 -
Section 6.2
Additional Covenants, Agreements......................................................
- 18 -
Section 6.3
Internal Revenue Service Audits..........................................................
- 18 -
Section6.4
Amendments.........................................................................................
- 19 -
ARTICLE VII FURTHER CERTIFICATIONS WITH RESPECT TO REFUNDING
BONDS..........................................................................................................................19
-
EXHIBITA..................................................................................................20
EXHIBITB..................................................................................................24
1
TAX EXEMPTION CERTIFICATE
CITY OF DUBUQUE, STATE OF IOWA
THIS TAX EXEMPTION CERTIFICATE made and entered into on August 18, 2021, by
the City of Dubuque, County of Dubuque, State of Iowa (the "Issuer").
INTRODUCTION
This Certificate is executed and delivered in connection with the issuance by the Issuer of
its $3,505,000 Water Revenue Refunding Bonds, Series 2021 C (the "Bonds"). The Bonds are
issued pursuant to the provisions of the Resolution of the Issuer authorizing the issuance of the
Bonds. Such Resolution provides that the covenants contained in this Certificate constitute a
part of the Issuer's contract with the owners of the Bonds.
The Issuer recognizes that under the Code (as defined below) the tax-exempt status of the
interest received by the owners of the Bonds is dependent upon, among other things, the facts,
circumstances, and reasonable expectations of the Issuer as to future facts not in existence at this
time, as well as the observance of certain covenants in the future. The Issuer covenants that it
will take such action with respect to the Bonds as may be required by the Code, and pertinent
legal regulations issued thereunder in order to establish and maintain the tax-exempt status of the
Bonds, including the observance of all specific covenants contained in the Resolution and this
Certificate.
ARTICLE I
DEFINITIONS
The following terms as used in this Certificate shall have the meanings set forth below.
The terms defined in the Resolution shall retain the meanings set forth therein when used in this
Certificate. Other terms used in this Certificate shall have the meanings set forth in the Code or
in the Regulations.
• "Annual Debt Service" means the principal of and interest on the Bonds
scheduled to be paid during a given Bond Year.
• "Bonds" means the $3,505,000 aggregate principal amount of Water
Revenue Refunding Bonds, Series 2021 C, of the Issuer issued in registered form pursuant
to the Resolution.
• "Bond Counsel" means Ahlers & Cooney, P.C., Des Moines, Iowa, or an
attorney at law or a firm of attorneys of nationally recognized standing in matters
pertaining to the tax-exempt status of interest on obligations issued by states and their
political subdivisions, duly admitted to the practice of law before the highest court of any
State of the United States of America.
"Bond Fund" means the Sinking Fund described in the Resolution.
-1-
• 'Bond Purchase Agreement" means the binding contract in writing for the
sale of the Bonds.
• 'Bond Year" as defined in Regulation 1.148-1(b), means a one-year period
beginning on the day after expiration of the preceding Bond Year. The first Bond Year
shall be the one-year or shorter period beginning on the Closing Date and ending on a
principal or interest payment date, unless Issuer selects another date.
• 'Bond Yield" means that discount rate which produces an amount equal to
the Issue Price of the Bonds 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.
"Financial Advisor" means Independent Public Advisors, LLC.
• "Governmental Obligations" means direct general obligations of, or
obligations the timely payment of the principal of and interest on which is
unconditionally guaranteed by the United States.
• "Gross Proceeds" as defined in Regulation 1.148-1(b), means any Proceeds
of the Bonds and any replacement proceeds (as defined in Regulation 1.148-1(c)) of the
Bonds.
• "Gross Proceeds Funds" means the Project Fund, Proceeds held to pay
cost of issuance, and any other fund or account held for the benefit of the owners of the
Bonds or containing Gross Proceeds of the Bonds except the Bond Fund and the Rebate
Fund.
-2-
• "Issue Price" as defined in Regulation 1.148-1(b) and (f)(2), means the
price determined pursuant to the Special Rule for Competitive Sales in accordance with
Regulation 1. 148-1 (f)(2)(iii). The Issuer hereby elects to utilize the Special Rule for
Competitive Sales and treats the reasonably expected initial offering price to the public as
of the sale date as the issue price of the Bonds. The Purchasers have certified the Issue
Price to be not more than $3,686,303.60, as set forth in Exhibit A.
• "Issuer" means the City of Dubuque, a municipal corporation in the
County of Dubuque, State of Iowa.
• "Minor Portion of the Bonds", as defined in Regulation 1.148-2(g), means
the lesser of five (5) percent of Proceeds or $100,000. The Minor Portion of the Bonds is
computed to be $100,000.
• "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 refunding outstanding revenue obligations of the City,
including Water Revenue Bonds, Series 2010D dated September 21, 2010, and Water
Revenue Bonds, Series 2008D dated November 4, 2008 as more fully described in the
Resolution.
• "Project Fund" shall mean the fund into which a portion of the Proceeds
will be deposited that will be used, together with interest earnings thereon, to pay the
principal, interest and redemption premium, if any, on the Refunded Bonds.
• "Purchasers" means Robert W. Baird & Co., Inc. of Red Bank, New
Jersey, constituting the initial purchasers of the Bonds from the Issuer.
"Rebate Amount" means the amount computed as described in this
Certificate.
"Rebate Fund" means the fund to be created, if necessary, pursuant to this
Certificate.
• "Rebate Payment Date" means a date chosen by the Issuer which is not
more than 60 days following each Computation Date or the Final Bond Retirement Date.
• "Refunded Bonds" means $3,610,000 of the $5,7000,000 Water Revenue
Bonds, Series 2010D dated September 21, 2010 and $215,000 of the $1,195,000 2008D
dated November 4, 2008.
"Refunding Bonds" means the Bonds.
-3-
• "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 August 2,
2021, authorizing the issuance of the Bonds.
• "Sale Proceeds" as defined in Regulation 1.148-1(b), means any amounts
actually or constructively received from the sale of the Bonds, including amounts used to
pay underwriter's discount or compensation and accrued interest other than pre -issuance
accrued interest.
"Sinking Fund" means the Bond Fund.
• "SLGS" means demand deposit Treasury securities of the State and Local
Government Series.
• "Tax Exempt Obligations" means bonds or other obligations the interest
on which is excludable from the gross income of the owners thereof under Section 103 of
the Code and include certain regulated investment companies, stock in tax-exempt mutual
funds and demand deposit SLGS.
• "Taxable Obligations" means all investment property, obligations or
securities other than Tax Exempt Obligations.
"Verification Certificate" means the certificate attached to this Certificate
as Exhibit A, setting forth the offering prices at which the Purchaser will reoffer and sell
the Bonds to the public.
ARTICLE II
SPECIFIC CERTIFICATIONS, REPRESENTATIONS
AND AGREEMENTS
The Issuer hereby certifies, represents and agrees as follows:
Section 2.1 Authority to Certify and Expectations
(a) The undersigned officer of the Issuer along with other officers of the
Issuer, are charged with the responsibility of issuing the Bonds.
(b) This Certificate is being executed and delivered in part for the purposes
specified in Section 1.148-2(b)(2) of the Regulations and is intended (among other
purposes) to establish reasonable expectations of the Issuer at this time.
(c) The Issuer has not been notified of any disqualification or proposed
disqualification of it by the Commissioner of the Internal Revenue Service as a bond
issuer which may certify bond issues under Section 1.148-2(b)(2) of the Regulations.
(d) The certifications, representations and agreements set forth in this Article
II are made on the basis of the facts, estimates and circumstances in existence on the date
hereof, including the following: (1) with respect to amounts expected to be received from
delivery of the Bonds, amounts actually received, (2) with respect to payments of
amounts into various funds or accounts, review of the authorizations or directions for
such payments made by the Issuer pursuant to the Resolution and this Certificate, (3)
with respect to the Issue Price, the certifications of the Purchasers as set forth in the
Verification Certificate, (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, (5) with respect to Bond Yield, review of the
Verification Certificate, and (6) with respect to the amount of governmental and qualified
501(c)(3) bonds to be issued during the calendar year, the budgeting and present planning
of Issuer. 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
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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.
0) The Issuer will make no change in the nature or purpose of the Project
except as provided in Section 6.1 hereof.
(k) Except as provided in the Resolution, the Issuer will not establish any
sinking fund, bond fund, reserve fund, debt service fund or other fund reasonably
expected to be used to pay debt service on the Bonds (other than the Bond Fund and the
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.
(m) None of the Proceeds of the Bonds will be used directly or indirectly to
replace funds of the Issuer used directly or indirectly to acquire obligations having a yield
higher than the Bond Yield.
(n) No portion of the Bonds is issued for the purpose of investing such portion
at a higher yield than the Bond Yield.
(o) The Issuer does not expect that the Proceeds of the Bonds will be used in a
manner that would cause them to be "arbitrage bonds" as defined in Section 148(a) of the
Code. The Issuer does not expect that the Proceeds of the Bonds will be used in a
manner that would cause the interest on the Bonds to be includible in the gross income of
the owners of the Bonds under the Code. The Issuer will not intentionally use any
portion of the Proceeds to acquire higher yielding investments.
(p) The Issuer will not use the Proceeds of the Bonds to exploit the difference
between tax-exempt and taxable interest rates to obtain a material financial advantage.
(q) The Issuer has not issued more Bonds, issued the Bonds earlier, or allowed
the Bonds to remain outstanding longer than is reasonably necessary to accomplish the
governmental purposes of the Bonds. In fact, the Bonds will not remain outstanding
longer than 120% of the economic useful life of the assets financed with the Proceeds of
the Bonds.
(r) The Bonds will not be Hedge Bonds as described in Section 149(g)(3) of
the Code because the Issuer reasonably expects that it will meet the Expenditure test set
forth in Section 2.5(b) hereof and that 50% or more of the Proceeds will not be invested
in Nonpurpose Investments having a substantially guaranteed yield for four or more
years.
M
(s) The Issuer has not employed a device in connection with the issuance of
the Bonds to obtain a material financial advantage (based on arbitrage) apart from
savings attributable to lower interest rates. The Issuer will not realize any material
financial advantage (based on arbitrage or otherwise) in connection with the issuance of
the Bonds, or in connection with any transaction or series of transactions connected with
the issuance of the Bonds, apart from savings attributable to lower interest rates.
Except for costs of issuance, all Sale Proceeds and investment earnings thereon will be
expended for costs of the type that would be chargeable to capital accounts under the Code
pursuant to federal income tax principles if the Issuer were treated as a corporation subject to
federal income taxation.
Section 2.2 Receipts and Expenditures of Sale Proceeds
Sale Proceeds (par plus re -offering premium of $181,303.60), less underwriter's discount
of $20,104.68, received at Closing, as well as $567,025 of existing funds from the reserve fund
held for the Refunded Bonds, are expected to be deposited and expended as follows:
(a) $56,950.00 representing costs of issuing the Bonds, plus surplus proceeds
of $773.92 will be used within six months of the Closing Date to pay the costs of
issuance of the Bonds;
(b) $3,825,000 will be used together with earnings thereon to pay the
principal, interest and redemption premium, if any, on the Refunded Bonds; and
(c) $350,500 will be used to fund a Debt Service Reserve Fund.
Section 2.3 Purpose of Bonds
The Issuer is issuing the Water Revenue Refunding Bonds, Series 2021C, to pay the costs
of refunding outstanding revenue obligations of the City, including Water Revenue Bonds, Series
201 OD dated September 21, 2010, and Water Revenue Bonds, Series 2008D dated November 4,
2008.
The Water Revenue Bonds, Series 2008D, were issued to pay costs of water main
replacements and repairs, construction of water main extensions, and the acquisition and
installation of pump station radio communications equipment and facilities.
The Water Revenue Bonds, Series 201 OD, were issued pay costs of constructing and
equipping improvements and extensions to the Municipal Water System.
Facts Supporting Tax -Exemption Classification
Governmental Bonds
Private Business Use/Private Security, o�yment Tests
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The Bonds are considered to be governmental bonds, not subject to the provisions
of the alternate minimum tax. The Proceeds will be used for the purposes described in
Section 2.3 hereof. These bonds are not private activity bonds because no amount of
Proceeds of the Refunded Bonds were used in a trade or business carried on by a non-
governmental unit. Rather, the Proceeds will be used to finance the general government
operations and facilities of the Issuer described in Section 2.3 hereof. None of the
payment of principal or interest on the Bonds will be derived from, or secured by, money
or property used in a trade or business of a non -governmental unit. In addition, none of
the governmental operations or facilities of the Issuer being financed or refinanced with
the Proceeds of the Bonds are subject to any lease, management contract or other similar
arrangement or to any arrangement for use other than as by the general public.
Private Loan Financing Test
No amount of Proceeds of the Refunded Bonds were used directly or indirectly to
make or finance loans to persons other than governmental units.
Refunding of Governmental or Private Activity Exempt Facility Bonds where Refunded Bonds
must meet requirements)
The Issuer will use the Proceeds of the Bonds to refund the Refunded Bonds. The Issuer
has complied with the covenants and restrictions with respect to arbitrage and investment
requirements, yield restrictions, and post -closing restrictions on reissuance, reimbursement and
change in use imposed by the Code and Regulations on the Refunded Bonds since the issue date
of the Refunded Bonds so as to maintain the tax-exempt status of the interest on the Refunded
Bonds. The Issuer will comply with all certifications set forth in Article VIII herein.
The Refunded Bonds were exempt from rebate requirements because they met the
following exception(s):
• 24-month spending exception.
Output Facilities (water facilities)
The Issuer will use all or a portion of the Proceeds of the Bonds to finance an output
facility.
The Issuer will comply with the Code and Regulations with respect to output facilities
applicable to the Bonds. The Issuer has complied with and will continue to comply with the
Code and Regulations with respect to output facilities applicable to the Refunded Bonds.
Section 2.4 Facts Supporting Temporary Periods for Proceeds
(a) Time Test. Not later than six months after the Closing Date, the Issuer
will incur a substantial binding obligation to a third party to expend at least 5% of the net
Sale Proceeds of the Bonds.
(b) Expenditure Test. Not less than 85% of the net Sale Proceeds will be
expended for Project costs, including the reimbursement of other funds expended to date,
within a three-year temporary period from the Closing Date.
(c) Due Diligence Test. The Issuer has incurred a substantial binding
obligation to accomplish the refunding. The refunding will proceed with due diligence to
completion.
(d) Proceeds of the Bonds representing less than six months accrued interest
on the Bonds will be spent within six months of this date to pay interest on the Bonds,
and will be invested without restriction as to yield for a temporary period not in excess of
six months.
Section 2.5 Resolution Funds at Restricted or Unrestricted Yield
(a) Proceeds of the Bonds will be held and accounted for in the manner
provided in the Resolution. The Issuer has not and does not expect to create or establish
any other bond fund, reserve fund, or similar fund or account for the Bonds. The Issuer
has not and will not pledge any moneys or Taxable Obligations in order to pay debt
service on the Bonds or restrict the use of such moneys or Taxable Obligations so as to
give reasonable assurances of their availability for such purposes.
(b) Any monies which are invested beyond a temporary period are expected to
constitute less than a major portion of the Bonds or to be restricted for investment at a
yield not greater than one -eighth of one percent above the Bond Yield.
(c) The Issuer has established and will use the Bond Fund primarily to
achieve a proper matching of revenues and debt service within each Bond Year and the
Issuer will apply moneys deposited into the Bond Fund to pay the principal of and
interest on the Bonds. Such Fund will be depleted at least once each Bond Year except
for a reasonable carryover amount. The carryover amount will not exceed the greater of
(1) one year's earnings on the Bond Fund or (2) one -twelfth of Annual Debt Service. The
Issuer will spend moneys deposited from time to time into such fund within 13 months
after the date of deposit. Revenues, intended to be used to pay debt service on the Bonds,
will be deposited into the Bond Fund as set forth in the Resolution. The Issuer will spend
interest earned on moneys in such fund not more than 12 months after receipt.
Accordingly, the Issuer will treat the Bond Fund as a bona fide debt service fund as
defined in Regulation 1.148-1(b).
Investment of amounts on deposit in the Bond Fund will not be subject to
arbitrage rebate requirements as the Bonds meet the safe harbor set forth in Regulation
1.148-3(k), because the average annual debt service on the Bonds will not exceed
$2,500,000.
(d) The Minor Portion of the Bonds will be invested without regard to yield.
(e) A Reserve Fund is established to secure the Bonds, however, the Issuer
does not expect that principal of or interest on the Bonds will be paid from the Reserve
Fund. Monies in the Reserve Fund will not be accumulated except to a reasonable extent.
Within one year of receipt, earnings upon the investment of the Reserve Fund monies
will be commingled with other revenues from the operations of the Issuer which are
substantial in amount for accounting and expenditure.
(f) The amounts on deposit in the Reserve Fund will at all times be equal to
or less than the Allowable Reserve Fund Amount. However, if the amount in the Reserve
Fund exceeds the Allowable Reserve Fund Amount, such excess must be invested at a
yield no higher than the Bond Yield or will be invested in Tax Exempt Obligations.
(g) For purposes of Subsections (e) and (f), the following terms shall have the
meanings set forth below:
(1) "Allowable Reserve Fund Amount" as described in Regulation
1.148-2(f)(2) means an amount equal to the lesser of (10) percent of the stated
principal amount of the Bonds, the maximum annual principal and interest
coming due on the Bonds, or 125% of the average annual principal and interest
coming due on the Bonds. The Allowable Reserve Fund Amount is computed to
be $350,500.
(2) "Reserve Fund" means that portion of the Revenue Fund as
described in the Resolution.
(h) The Bond Fund and the Reserve Fund are funds which either (a) are
reasonably expected to be used to pay debt service on the Bonds and Parity Bonds, or (b)
are pledged to the payment of debt service on the Parity Bonds should other sources
prove insufficient. The Bond Fund is a "sinking fund" as defined in Regulation 1.148-
I(c)(2). The Bond Fund and the Reserve Fund apply or may in the future apply to two or
more issues, and each fund in the aggregate shall be referred to as a "Commingled Fund".
Each Commingled Fund shall be allocated among the various issues of Bonds and Parity
Bonds according to the methods described below.
(i) For purposes of Subsection (h), the following terms shall have the
meanings set forth below:
(1) 'Bond Fund Allocation Factor" shall be determined by dividing the
original face amount of the Bonds, $3,505,000, by the sum of the original face
amounts of all outstanding Parity Bonds.
(2) "Parity Bonds" means the Bonds, and all other outstanding bonds
of the Issuer ranking on a parity with the Bonds as set forth in the Resolution.
(3) "Reserve Fund Allocation Factor" shall be determined by dividing
the original principal amount of the Bonds, $3,505,000 by the sum of the original
face amounts of all outstanding Parity Bonds.
A portion of the investments in each Commingled Fund and earnings thereon
shall be allocated to the Bonds by applying a certain percentage (the "Series 2021C
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Share") of the market value of the investments in the applicable Commingled Fund. Each
time an issue of Parity Bonds is no longer outstanding and each time additional Parity
Bonds are issued, the Issuer shall calculate the Series 2021 C Share for the Bond Fund and
Reserve Fund. The Series 2021C Share is determined for each Commingled Fund by
applying the Bond Fund Allocation Factor and the Reserve Fund Allocation Factor, as
applicable. Each time it shall be necessary to determine the earnings on the Bond Fund
or the Reserve Fund, the Issuer shall multiply the earnings for the applicable
Commingled Fund by the applicable Series 2021 C Share. The Issuer may, at any time,
use any other allocation method for the Reserve Fund or the Bond Fund allowed by
Regulation 1.148-6(e)(6).
Section 2.6 Pertaining to Yields
(a) The purchase price of all Taxable Obligations to which restrictions apply
under this Certificate as to investment yield or rebate of Excess Earnings, if any, has been
and shall be calculated using (i) the price taking into account discount, premium and
accrued interest, as applicable, actually paid or (ii) the fair market value if less than the
price actually paid and if such Taxable Obligations were not purchased directly from the
United States Treasury. The Issuer will acquire all such Taxable Obligations directly
from the United States Treasury or in an arm's length transaction without regard to any
amounts paid to reduce the yield on such Taxable Obligations. The Issuer will not pay or
permit the payment of any amounts (other than to the United States) to reduce the yield
on any Taxable Obligations. Obligations pledged to the payment of debt service on the
Bonds, or deposited into any reserve fund after they have been acquired by the Issuer will
be treated as though they were acquired 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 0.847996 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.
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Section 3.2 Rebate Fund
(a) In the Resolution, the Issuer has covenanted to pay to the United States the
Rebate Amount, an amount equal to the Excess Earnings on the Gross Proceeds Funds, if
any, at the times and in the manner required or permitted and subject to stated special
rules and allowable exceptions.
(b) The Issuer may establish a fund pursuant to the Resolution and this
Certificate which is herein referred to as the Rebate Fund. The Issuer will invest and
expend amounts on deposit in the Rebate Fund in accordance with this Certificate.
(c) Moneys in the Rebate Fund shall be held by the Issuer or its designee and,
subject to Sections 3.4, 3.5 and 6.1 hereof, shall be held for future payment to the United
States as contemplated under the provisions of this Certificate and shall not constitute
part of the trust estate held for the benefit of the owners of the Bonds or the Issuer.
(d) The Issuer will pay to the United States from legally available money of
the Issuer (whether or not such available money is on deposit in any fund or account
related to the Bonds) any amount which is required to be paid to the United States.
Section 3.3 Exceptions to Rebate
The Issuer reasonably expects that the Bonds are eligible for one or more exceptions from
the arbitrage rebate rules set forth in the Regulations. If any Proceeds are ineligible, or become
ineligible, for an exception to the arbitrage rebate rules, the Issuer will comply with the
provisions of this Article III. A description of the applicable rebate exception(s) is as follows:
Six Month Exception
The Gross Proceeds of the Bonds are expected to be fully expended for the governmental
purposes for which the Bonds were issued no later than six months after the date of issue to call
the Refunded Bonds on August 23, 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.
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
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Rebate Fund and not from earnings thereon, which may not be transferred, and only if
such withdrawal may be made without liquidating investments at a loss.
Section 3.5 Rebate Requirements and the Bond Fund
It is expected that the Bond Fund described in the Resolution and Section 2.6(c) of this
Certificate will be treated as a bona fide debt service fund as defined in Regulation 1.148-1(b).
As such, any amount earned during a Bond Year on the Bond Fund and amounts earned on such
amounts, if allocated to the Bond Fund, will not be taken into account in calculating the Rebate
Amount for the reasons outlined in Section 2.6(c) hereof. However, should the Bond Fund cease
to be treated as a bona fide debt service fund, the Bond Fund will become subject to the rebate
requirements set forth in Section 3.4 hereof.
Section 3.6 Investment of the Rebate Fund
(a) Immediately upon a transfer to the Rebate Fund, the Issuer may invest all
amounts in the Rebate Fund not already invested and held in the Rebate Fund, to the
extent possible, in (1) SLGS, such investments to be made at a yield of not more than
one -eighth of one percent above the Bond Yield, (2) Tax Exempt Obligations, (3) direct
obligations of the United States or (4) certificates of deposit of any bank or savings and
loan association. All investments in the Rebate Fund shall be made to mature not later
than the next Rebate Payment Date.
(b) If the Issuer invests in SLGS, the Issuer shall file timely subscription
forms for such securities (if required). To the extent possible, amounts received from
maturing SLGS shall be reinvested immediately in zero yield SLGS maturing on or
before the next Rebate Payment Date.
Section 3.7 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.
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
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after the Final Bond Retirement Date. Such records shall include descriptions of all
calculations of amounts transferred to the Rebate Fund, if any, and descriptions of all
calculations of amounts paid to the United States as required by this Certificate. Such
records will also show all amounts earned on moneys invested in such funds, and the
actual dates and amounts of all principal, interest and redemption premiums (if any) paid
on the Bonds.
(b) Records relating to the investments in such Funds shall completely
describe all transfers, deposits, disbursements and earnings including:
(1) a complete list of all investments and reinvestments of amounts in
each such Fund including, if applicable, purchase price, purchase date, type of
security, accrued interest paid, interest rate, dated date, principal amount, date of
maturity, interest payment dates, date of liquidation, receipt upon liquidation,
market value of such investment on the Final Bond Retirement Date if held by the
Issuer on the Final Bond Retirement Date, and market value of the investment on
the date pledged to the payment of the Bonds or the Closing Date if different from
the purchase date.
(2) the amount and source of each payment to, and the amount,
purpose and payee of each payment from, each such Fund.
Section 3.9 Additional Payments
The Issuer hereby agrees to pay to the United States from legally available money of the
Issuer (whether or not such available money is on deposit in any fund or account related to the
Bonds) any amount which is required to be paid to the United States, but which is not available
in a fund related to the Bonds for transfer to the Rebate Fund or payment to the United States.
ARTICLE IV
INVESTMENT RESTRICTIONS
Section 4.1 Avoidance of Prohibited Payments
The Issuer will not enter into any transaction that reduces the amount required to be
deposited into the Rebate Fund or paid to the United States because such transaction results in a
smaller profit or a larger loss than would have resulted if the transaction had been at arm's length
and had the Bond Yield not been relevant to either party. The Issuer will not invest or direct the
investment of any funds in a manner which reduces an amount required to be paid to the United
States because such transaction results in a small profit or larger loss than would have resulted if
the transaction had been at arm's length and had the Bond Yield not been relevant to the Issuer.
In particular, notwithstanding anything to the contrary contained herein or in the Resolution, the
Issuer will not invest or direct the investment of any funds in a manner which would violate any
provision of this Article IV.
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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 the purchase price of such a certificate of deposit is treated as its fair
market value on the purchase date and if the yield on the certificate of deposit is not less
than (1) the yield on reasonably comparable direct obligations of the United States; and
(2) the highest yield that is published or posted by the provider to be currently available
from the provider on reasonably comparable certificates of deposit offered to the public.
(b) The certificate of deposit described in paragraph 4.3(a) above must be
executed by a dealer who maintains an active secondary market in comparable
certificates of deposit and must be based on actual trades adjusted to reflect the size and
term of that certificate of deposit and the stability and reputation of the bank or savings
bank issuing the certificate of deposit.
Section 4.4 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 or the cost of the
investment.
(3) The bid specifications include a statement notifying potential
providers that submission of a bid is a representation that the potential provider
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did not consult with any other potential provider about its bid, that the bid was
determined without regard to any other formal or informal agreement that the
potential provider has with the issuer or any other person (whether or not in
connection with the Bonds), and that the bid is not being submitted solely as a
courtesy to the issuer or any other person for purposes of satisfying the
requirements of paragraph (d)(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 for the
term other than to increase the purchase price or reduce the yield of the
investment.
(5) For purchases of guaranteed investment contracts only, the terms
of the solicitation take into account the Issuer's reasonably expected deposit and
drawdown schedule for the amounts to be invested.
(6) All potential providers have an equal opportunity to bid and no
potential provider is given the opportunity to review other bids (i.e., a last look)
before providing a bid.
(7) At least three reasonably competitive providers are solicited for
bids. A reasonably competitive provider is a provider that has an established
industry reputation as a competitive provider of the type of investments being
purchased.
(b) The bids received by the Issuer meet all of the following requirements:
(1) The Issuer receives at least three bids from providers that the
Issuer solicited under a bona fide solicitation meeting the requirements of
paragraph (d)(6)(iii)(A) of Section 1.148-5 of the Regulations and that do not
have a material financial interest in the issue. A lead underwriter in a negotiated
underwriting transaction is deemed to have a material financial interest in the
issue until 15 days after the issue date of the issue. In addition, any entity acting
as a financial advisor with respect to the purchase of the investment at the time
the bid specifications are forwarded to potential providers has a material financial
interest in the issue. A provider that is a related party to a provider that has a
material financial interest in the issue is deemed to have a material financial
interest in the issue.
(2) At least one of the three bids described in paragraph
(d)(6)(iii)(13)(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.
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(c) The winning bid meets the following requirements:
(1) Guaranteed investment contracts. If the investment is a guaranteed
investment contract, the winning bid is the highest yielding bona fide bid
(determined net of any broker's fees).
(2) Other investments. If the investment is not a guaranteed
investment contract, the winning bid is the lowest cost bona fide bid (including
any broker's fees).
(d) The provider of the investments or the obligor on the guaranteed
investment contract certifies the administrative costs that it pays (or expects to pay, if
any) to third parties in connection with supplying the investment.
(e) The Issuer will retain the following records with the bond documents until
three years after the last outstanding bond is redeemed:
(1) For purchases of guaranteed investment contracts, a copy of the
contract, and for purchases of investments other than guaranteed investment
contracts, the purchase agreement or confirmation.
(2) The receipt or other record of the amount actually paid by the
Issuer for the investments, including a record of any administrative costs paid by
the Issuer, and the certification under paragraph (d)(6)(iii)(D) of Section 1.148-5
of the Regulations.
(3) For each bid that is submitted, the name of the person and entity
submitting the bid, the time and date of the bid, and the bid results.
(4) The bid solicitation form and, if the terms of the purchase
agreement or the guaranteed investment contract deviated from the bid solicitation
form or a submitted bid is modified, a brief statement explaining the deviation and
stating the purpose for the deviation.
(5) For purchases of investments other than guaranteed investment
contracts, the cost of the most efficient portfolio of State and Local Government
Series Securities, determined at the time that the bids were required to be
submitted pursuant to the terms of the bid specifications.
Section 4.5 Records
The Issuer will maintain records of all purchases, sales, liquidations, investments,
reinvestments, redemptions, disbursements, deposits, and transfers of amounts on deposit.
Section 4.6 Investments to be Legal
All investments required to be made pursuant to this Certificate shall be made to the
extent permitted by law. In the event that any such investment is determined to be ultra vires, it
-17-
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.
Section 6.2 Additional Covenants, Agreements
The Issuer hereby covenants to make, execute and enter into (and to take such actions, if
any, as may be necessary to enable it to do so) such agreements as may be necessary to comply
with any changes in law or regulations in order to preserve the tax-exempt status of the Bonds to
the extent that it may lawfully do so. The Issuer further covenants (1) to impose such limitations
on the investment or use of moneys or investments related to the Bonds, (2) to make such
payments to the United States Treasury, (3) to maintain such records, (4) to perform such
calculations, and (5) to perform such other lawful acts as may be necessary to preserve the tax-
exempt status of the Bonds.
Section 6.3 Internal Revenue Service Audits
The Internal Revenue Service has not audited the Issuer regarding any obligations issued
by or on behalf of the Issuer. To the best knowledge of the Issuer, no such obligations of the
Issuer are currently under examination by the Internal Revenue Service.
Section 6.4 Amendments
Except as otherwise provided in Section 6.1 hereof, all the rights, powers, duties and
obligations of the Issuer shall be irrevocable and binding upon the Issuer and shall not be subject
to amendment or modification by the Issuer.
ARTICLE VII
FURTHER CERTIFICATIONS WITH RESPECT TO REFUNDING BONDS
(a) 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.
(b) All of the Proceeds of the Refunded Bonds were used to provide facilities
used in the regular operations of the Issuer and neither the facilities nor the output thereof
have been or are expected to be used in the trade or business of any person other than the
Issuer.
(c) Reimbursement Allocations and Original Expenditures, if any, reimbursed
from proceeds of the Refunded Bonds complied with the Reimbursement Regulations in
effect at the time of issuance of the Refunded Bonds.
(d) The Proceeds of the Refunding Bonds will be used for a current refunding
and the Refunding Bonds are issued not more than 90 days before the last expenditure of
any Proceeds of the Refunding Bonds for payment of debt service on the Refunded
Bonds. The Proceeds of the Refunding Bonds will be invested in materially higher yield
acquired obligations for a temporary period of not to exceed 90 days.
(e) No Proceeds of the Refunded Bonds remain unspent, other than the
existing Reserve Fund. 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.
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.
x
"f
f
�V.
eJGr o Finance & tudget, City of
Dubuque, State of Iowa
-19-
EXHIBIT A
$3,505,000 WATER REVENUE REFUNDING BONDS, SERIES 2024C
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Robert W. Baird & Co., Inc. ("Purchaser"), hereby certifies
as set forth below with respect to the sale of the above -captioned obligations (the 'Bonds").
1. Reasonably Expected Initial Offering Price.
a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to
the Public by Purchaser are the prices listed in Schedule A (the "Expected Offering Prices"). The
Expected Offering Prices are the prices for the Maturities of the Bonds used by Purchaser in
formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy of
the bid provided by Purchaser to purchase the Bonds.
its bid.
b) Purchaser was not given the opportunity to review other bids prior to submitting
c) The bid submitted by Purchaser constituted a firm offer to purchase the Bonds.
2. Defined Terms.
a) Maturity means Bonds with the same credit and payment terms. Bonds with
different maturity dates, or Bonds with the same maturity date but different stated interest rates,
are treated as separate Maturities.
b) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term "related party" for purposes of this certificate generally means any two or
more persons who have greater than 50 percent common ownership, directly or indirectly.
c) Sale Date means the first day on which there is a binding contract in writing for
the sale of a Maturity of the Bonds. The Sale Date of the Bonds is July 19, 2021.
d) Underwriter means (i) the Purchaser or any person that agrees pursuant to a
written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate)
to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees
pursuant to a written contract directly or indirectly with a person described in clause (i) of this
paragraph to participate in the initial sale of the Bonds to the Public (including a member of a
selling group or a party to a retail distribution agreement participating in the initial sale of the
Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents Purchaser's interpretation of any laws, including
specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations thereunder. The undersigned understands that the foregoing information
20
will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax
Exemption Certificate and with respect to compliance with the federal income tax rules affecting
the Bonds, and by Ahlers & Cooney, P.C. in connection with rendering its opinion that the
interest on the Bonds is excluded from gross income for federal income tax purposes, the
preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice
that it may give to the Issuer from time to time relating to the Bonds.
Dated: August 18, 2021
ROBERT W. BAIRD & CO., INC.
IIn
Name:
21
SCHEDULE A
EXPECTED OFFERING PRICES
(Attached)
22
SCHEDULE B
COPY OF UNDERWRITER'S BID
(Attached)
23
EXHIBIT B
$3,505,000 WATER REVENUE REFUNDING BONDS, SERIES 2021C CERTIFICATE
OF MUNICIPAL ADVISOR
The undersigned, on behalf of Independent Public Advisors, LLC (the "Municipal
Advisor"), as the municipal advisor to the City of Dubuque, Iowa (the "Issuer") in connection
with the issuance of the above -captioned obligations (the "Bonds"), has assisted the Issuer in
soliciting and receiving bids from potential underwriters in connection with the sale of the Bonds
in a competitive bidding process in which bids were requested for the purchase of the Bonds at
specified written terms, and hereby certifies as set forth below with respect to the bidding
process and award of the Bonds.
1. The Bonds were offered for sale at specified written terms more particularly
described in the Notice of Sale, which was distributed to potential bidders, a copy of which is
attached to this certificate as Attachment 1.
2. The Preliminary Official Statement containing the specified written terms of the
offering (including the Terms of Offering) was submitted to I -DEAL electronically. The method
of distribution of the Terms of Offering is regularly used for purposes of disseminating notices of
sale of new issuances of municipal bonds, and notices disseminated in such manner are widely
available to potential bidders.
3. To the knowledge of the Municipal Advisor, all bidders were offered an equal
opportunity to bid to purchase the Bonds so that, for example, if the bidding process afforded any
opportunity for bidders to review other bids before providing a bid, no bidder was given an
opportunity to review other bids that was not equally given to all other bidders (that is, no
exclusive "last -look").
4. The Issuer received bids from at least three bidders who represented that they
have established industry reputations for underwriting new issuances of municipal bonds. Based
upon the Municipal Advisor's knowledge and experience in acting as the municipal advisor for
other municipal issues, the Municipal Advisor believes those representations to be accurate.
Copies of the bids received are attached to this certificate as Attachment 2.
5. The winning bidder was Robert W. Baird & Co., Inc. (the "Purchaser"), whose
bid was determined to be the best conforming bid in accordance with the terms set forth in the
Terms of Offering, as shown in the bid comparison attached as Attachment 3 to this certificate.
The Issuer awarded the Bonds to the Purchaser.
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents the Municipal Advisor's interpretation of any laws,
including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended,
and the Treasury Regulations thereunder. The undersigned understands that the foregoing
information will be relied upon by the Issuer with respect to certain of the representations set
forth in the Tax Exemption Certificate and with respect to compliance with the federal income
tax rules affecting the Bonds, and by Ahlers & Cooney, P.C. in connection with rendering its
24
opinion that the interest on the Bonds is excluded from gross income for federal income tax
purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal
income tax advice that it may give to the Issuer from time to time relating to the Bonds. No
other persons may rely on the representations set forth in this certificate without the prior written
consent of the Municipal Advisor.
Dated: August 18, 2021
INDEPENDENT PUBLIC ADVISORS, LLC
IC
Name:
25
ATTACHMENT 1
NOTICE OF SALE
(Attached)
26
ATTACHMENT 2
BIDS RECEIVED
(Attached)
27
ATTACHMENT 3
BID COMPARISON
(Attached)
01917460-1\10422-215
TRANSCRIPT CERTIFICATE
I, the undersigned, being first duly sworn, do hereby depose and certify that I am the duly
appointed, qualified and acting City Clerk of the City of Dubuque, State of Iowa, and that as such Clerk I
have in my possession or have access to the complete corporate records of the City and of its Council and
officials, and that I have carefully compared the transcript hereto attached with the aforesaid corporate
records and that the transcript hereto attached is a true and complete copy of all the corporate records in
relation to the authorization, issuance and disposition of $3,505,000 Water Revenue Refunding Bonds,
Series 2021C, of the City dated August 18, 2021, and that the 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 the Bonds,
and that the City Council consists of a Mayor and six (6) Council Members, and that the 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 the City is and throughout the period of such proceedings has been governed
under the Mayor/Council form of municipal government authorized by Chapter 372, Code of Iowa, under
the provisions of its charter as recorded with the Secretary of State.
I further certify that according to the records in my office, the named members of the Council
were duly and regularly elected to such office, and were, during all of the year 2021, and now are, the
legally elected, constituted and acting City Council of the City.
I further certify that no litigation is pending, prayed or threatened affecting the validity of the
Bonds hereinabove referred to, nor affecting the title of any of the City officers and Council Members to
their official positions.
I further certify that all meetings of the City Council of the City at which action was taken in
connection with the Bonds 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 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 Council
all pursuant to the provisions and in accordance with the conditions of the local rules of the 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
Bonds or any matter incidental thereto, according to my best knowledge and belief.
WITNESS my hand and the seal of the City hereto attached this n day of
A .5i 2021, at Dubuque, Iowa.
t"" x &*a
City Clerk, City of Dubuque, St to of Iowa
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
yl� P &�'/
(Original Signature)
City Clerk: Adrienne Breitfelder
a1re X A�"
(Original Signature) ff
Director of Finance & Budget:
STATE OF IOWA
COUNTY OF DUBUQUE
Jennifer Larson
(Original Signature)
) SS
SubNribed and sworn to before me by Roy Buol, Adrienne Breitfelder and Jennifer Larson on
this a ` day of c �Si , 2021.
'RISH L. GLEASON � r
.,� ornmission Number 719988 Notary Public in and fDubuque County, Iowa
(SEAL) 'env Commission Expires
2- I 3
01918004-1\10422-215