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Water Revenue Bonds Series 2010D $5.7MMasterpiece on the Mississippi Dubuque Leal All4medcaCity 2007 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Procedure to Complete Action of Issuance of $5,700,000 Water Revenue Bonds, Series 2010D DATE: August 31, 2010 Finance Director Ken TeKippe is recommending City Council approval of the suggested proceedings to complete the action required on the Series 2010D bond issue for $5,700,000 Water Revenue Bonds. The proceeds of the bonds will be used to pay costs of water main replacements and other water system improvements in the adopted FY11 CIP budget. The repayment of the debt will be from water utility fees. I concur with the recommendation and respectfully request Mayor and City Council approval. MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Kenneth J. TeKippe, Finance Director Mic ael C. Van Milligen Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: Kenneth J. TeKippe, Finance Director Q AMP SUBJECT: Procedure to Complete Action of Issuance of $5,700,000 Water Revenue Bonds, Series 2010D DATE: August 25, 2010 The purpose of this memorandum is to provide suggested proceedings to complete the action required on the recent Series 2010D bond issue. Dubuque kthiti AI- Amaica City 2007 The first resolution appoints Wells Fargo Bank, National Association of 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 and provides for the issuance and secures the payment of $5,700,000 Water Revenue Bonds, Series 2010D, by the City of Dubuque, Iowa under the provisions of Chapter 384 of the Code of Iowa, and provides for a method of payment of said Bonds. The resolution also incorporates by reference the forms of the Tax Exemption Certificate and Continuing Disclosure Certificate. A letter from attorney William Noth detailing information on the bond issue is enclosed. This is the final City Council action required on this bond issue. KJT /jmg Enclosures (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of the City of Dubuque, State of Iowa. Date of Meeting: September 7, 2010. Time of Meeting: 6:30 o'clock P.M. Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for the meeting is as follows: $5,700,000 Water Revenue Bonds, Series 2010D. • 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. Such additional matters as are set forth on the additional 15 page(s) attached hereto. This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of the governmental body. City Clerk, City of Dubuque, State of Iowa September 8, 2010 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 o'clock P.M., on the above date. There were present Mayor Roy D. Buol, in the chair, and the following named Council Members: Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David Resnick, Dirk Voetberg Absent: None 1 Council Member Kevin Lynch introduced the following resolution entitled "RESOLUTION APPOINTING WELLS FARGO BANK, NATIONAL ASSOCIATION OF 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 Joyce Connors seconded the motion to adopt. The roll was called and the vote was, AYES: Braig, Buol, Connors, Jones, Lynch, Resnick, Voetberg NAYS: None Whereupon, the Mayor declared the resolution duly adopted as follows: RESOLUTION NO. 339-10 RESOLUTION APPOINTING WELLS FARGO BANK, NATIONAL ASSOCIATION OF 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, $5,700,000 Water Revenue Bonds, Series 2010D, dated the date of delivery, 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 Wells Fargo Bank, National Association of 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 Wells Fargo Bank, National Association. 2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF DUBUQUE, STATE OF IOWA: Section 1. That Wells Fargo Bank, National Association of Des Moines, Iowa, is hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of $5,700,000 Water Revenue Bonds, Series 2010D, dated the date of delivery. Section 2. That the Agreement with Wells Fargo Bank, National Association of Des Moines, Iowa, is hereby approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of the City. ATTEST: PASSED AND APPROVED this 7th day of September 3 , 2010. STATE OF IOWA COUNTY OF DUBUQUE (SEAL) cornell/ 666170.1 /MSWord\10422.109 CERTIFICATE ) ) SS ) I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty -four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the City hereto affixed this 8 day of September, 2010. ity Clerk, City of Dubuque, State of Iowa NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of Dubuque, Iowa. Date of Meeting: September 7, 2010. Time of Meeting: 6:30 o'clock P.M. Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for said meeting is as follows: $5,700,000 Water Revenue Bonds, Series 2010D (This Notice to be posted) Approve forms of Tax Exemption Certificate and Continuing Disclosure Certificate. Series Resolution authorizing and providing for the issuance and securing the payment of $5,700,000 Water Revenue Bonds, Series 2010D by the City of Dubuque, Iowa under the provisions of Chapter 384 of the Code of Iowa, and providing for a method of payment of said Bonds Such additional matters as are set forth on the additional 15 page(s) attached hereto. This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of said governmental body. ty Clerk, Dubuque, Iowa September 8, 2010 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 o'clock P.M., on the above date. There were present Mayor Roy D. Buol, in the chair, and the following named Council Members: Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David Resnick, Dirk Voetberg Absent: None * * * * * * * * ** 2 Council Member Kevin Lynch moved that the form of Tax Exemption Certificate be placed on file and approved. Council Member Joyce Connors seconded the motion and the roll being called thereon, the vote was as follows: AYES: Braig, Buol, Connors, Jones, Lynch, Resnick, Voetberg NAYS: None Council Member Lynch moved that the form of Continuing Disclosure Certificate be placed on file and approved. Council Member Connors seconded the motion. The roll was called and the vote was, AYES: Braig, Buol, Connors, Jones, Lynch, Resnick, Voetberg NAYS: None Council Member Lynch introduced the following Resolution entitled "SERIES RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $5,700,000 WATER REVENUE BONDS, SERIES 2010D, BY THE CITY OF DUBUQUE, IOWA UNDER THE PROVISIONS OF CHAPTER 384 OF THE CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT THEREOF ", and moved its adoption. Council Member Connors seconded the motion to adopt. The roll was called and the vote was: 3 AYES: Braig, Buol, Connors, Jones, Lynch, Resnick, Voetberg NAYS: None Whereupon the Mayor declared the following Resolution duly adopted: RESOLUTION NO. 340 -10 SERIES RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $5,700,000 WATER REVENUE BONDS, SERIES 2010D, BY THE CITY OF DUBUQUE, IOWA UNDER THE PROVISIONS OF CHAPTER 384 OF THE CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT THEREOF WHEREAS, the City Council of the City of Dubuque, Iowa (the "City ") has heretofore established charges, rates and rentals for services which are and will continue to be collected as system revenues of the Municipal Water Utility System, and said revenues have not been pledged and are available for the payment of water revenue bonds or notes, subject to the following premises; and WHEREAS, by Resolution No. 379 -08 passed and approved on October 20, 2008 (the "Master Resolution "), the City Council heretofore has authorized the issuance of $1,195,000 Water Revenue 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, notice of the intention of the City Council to take action for the issuance of not to exceed $5,700,000 Water Revenue Bonds has heretofore been duly published and no objections to such proposed action have been filed; and WHEREAS, Section 8.3 of the Master Resolution authorizes the issuance of additional Senior 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 4 described in Section 8.3 of the Master Resolution, all of the requirements of Article VIII of the Master Resolution with respect to the issuance of additional Senior 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: ARTICLE I DEFINITIONS Section 1.1. Definitions. Except as otherwise provided below in this Article I, all words and terms defined in Article I of the Master Resolution shall have the same meanings in this Series Resolution as such defined words and terms are given in Article I of the Master Resolution. In addition, the following terms shall have the following meanings in this Series Resolution unless the text expressly or by necessary implication requires otherwise: "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" means Robert W. Baird & Co., Inc. of Milwaukee, Wisconsin, as the purchaser of the Series 2010D Bonds from the City at the time of their original issuance. "Series 2010D Bonds" means the $5,700,000 Water Revenue Bonds, Series 2010D, dated the date of delivery, authorized to be issued pursuant to this Series Resolution. "Series 2010D Costs of Issuance Account" means the account by that name within the Project Fund established in Section 5.1 of the Master Resolution. "Series 2010D Projects" shall mean the Projects being financed with the proceeds of the Series 2010D Bonds, consisting of costs of constructing and equipping improvements and extensions to the Municipal Water System, as 5 described more particularly in the plans and specifications on file from time to time with the City Clerk. "Series 2010D Projects Account" means the account by that name within the Project Fund established in Section 5.1 of the Master Resolution. "Series 2010D Rebate Account" means the account by that name within the Rebate Fund established in Section 6.10 of the Master Resolution. "Series Resolution" means this Resolution of the Council. "Tax Exemption Certificate" means the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Series 2010D Bonds. ARTICLE II THE SERIES 2010D BONDS Section 2.1. Authority. The Series 2010D Bonds authorized by this Series Resolution shall be issued pursuant to Section 384.82 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 2.2. 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 2010D Bonds as if fully set forth herein, except as the same may otherwise be modified in this Series Resolution. The Series 2010D Bonds shall constitute and be treated for all purposes as Senior Bonds under the Master Resolution. Section 2.3. Series 2010D Bonds - Authorization and Purpose. Pursuant to the provisions of the Master Resolution and in particular Section 8.3 thereof, there are hereby authorized to be issued, negotiable, serial, fully registered Water Revenue Bonds, Series 2010D, in the aggregate principal amount of $5,700,000, dated the date of delivery, for the purpose of constructing the Series 2010D Projects and paying Project Costs relating thereto, and to pay related Costs of Issuance. Section 2.4. Bond Details. The Series 2010D Bonds shall be issued as Senior Bonds under the terms of the Master Resolution, shall be designated "CITY OF 6 DUBUQUE, IOWA, WATER REVENUE BONDS, SERIES 2010D ", and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on June 1, 2011 and semiannually thereafter on the 1st day of June and December in each year until maturity at the rates hereinafter provided. The Council, pursuant to Section 384.82 of the Code of Iowa, hereby finds and determines that it is necessary and advisable to issue said Series 2010D Bonds authorized by this Series Resolution. The Series 2010D Bonds and the Registrar's Certificate of Authentication shall be in substantially the form set forth in Exhibit A attached hereto, with such variations, omissions, substitutions and insertions as are required or permitted by this Series Resolution. The Series 2010D 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 Series Resolution; principal, interest and premium, if any shall be payable at the office of the Paying Agent by mailing of a check, wire transfer or automated clearing house system transfer to the registered owner of the Series 2010D Bond. The Series 2010D Bonds shall be dated the date of delivery, and shall mature and bear interest as follows: Principal Interest Maturity Amount Rate June 1st $185,000 2.000% 2012 $185,000 2.000% 2013 $195,000 2.000% 2014 $195,000 2.000% 2015 $205,000 2.500% 2016 $210,000 2.500% 2017 $215,000 3.000% 2018 $225,000 3.000% 2019 $235,000 3.000% 2020 $240,000 3.000% 2021 $250,000 3.250% 2022 $260,000 3.500% 2023 $390,000 3.500% 2024 $405,000 3.500% 2025 $420,000 4.000% 2026 $440,000 4.000% 2027 $460,000 4.000% 2028 7 $480,000 4.000% $505,000 4.000% Section 2.5. Issuance of Series 2010D Bonds in Book -Entry Form. The Series 2010D Bonds shall be issued as Depository Bonds and be issued in denominations of the entire principal amount of each maturity of the Series 2010D Bonds, and shall be registered in the name of Cede & Co., as nominee of DTC. Section 2.6. Appointment of Registrar. Wells Fargo Bank, National Association is hereby appointed as Registrar for the Series 2010D Bonds under the terms of this Series Resolution. Section 2.7. Execution, Authentication and Delivery of the Series 2010D Bonds. Upon the adoption of this Resolution, the Mayor and City Clerk shall execute and deliver the Series 2010D Bonds to the Registrar, who shall authenticate the same and deliver the same to or upon order of the Original Purchaser. No such Series 2010D 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 Series 2010D Bond a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any such Series 2010D Bond executed on behalf of the Issuer shall be conclusive evidence that the Series 2010D Bond so authenticated has been duly issued under this Series Resolution and that the holder thereof is entitled to the benefits of this Series Resolution. ARTICLE III REDEMPTION OF BONDS 8 2029 2030 Section 3.1. Optional Redemption. The Series 2010D Bonds maturing after June 1, 2017 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. ARTICLE IV DELIVERY AND APPLICATION OF PROCEEDS Section 4.1. Application of Series 2010D Bond Proceeds. The Series 2010D Bonds shall be delivered as provided in Section 6.1 and the proceeds thereof shall be applied as follows: (i) $109,013 or an amount sufficient to pay the Costs of Issuance of the Series 2010D Bonds shall be deposited into the Series 2010D Costs of Issuance Account. (ii) $525,200 or an amount sufficient to satisfy the Debt Service Reserve Requirement applicable to all Outstanding Senior Bonds, including the Series 2010D Bonds, shall be deposited into the Debt Service Reserve Fund. (iii) $132,135 shall be deposited into the Sinking Fund as capitalized interest and used to pay interest on the Series 2010D Bonds on June 1, 2011. (iv) The balance of proceeds shall be deposited into the Series 2010D Projects Account of the Project Fund and applied thereafter to pay Project Costs of the Series 2010D Projects. Section 4.2. Adjustment to Debt Service Reserve Requirement. The Series 2010D 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 2010D 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 2010D Bonds and which are not Senior SRF Bonds. ARTICLE V TAX PROVISIONS Section 5.1. Disposition of Bond Proceeds; Arbitrage Not Permitted. The City reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Series 2010D Bonds issued hereunder which will cause any of the Series 2010D Bonds to be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Code, and that throughout the term of said Series 2010D Bonds it will comply with the requirements of said statute and regulations issued thereunder. To the best knowledge and belief of the City, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Series 2010D Bonds will be used in a manner that would cause such Bonds to be arbitrage bonds. Without limiting the generality of the foregoing, the City hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Series Resolution. The Treasurer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption Certificate at issuance of the Series 2010D Bonds to certify as to the reasonable expectations and covenants of the City at that date. The City covenants that it will treat as yield restricted any proceeds of the Series 2010D 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 Series 2010D Bonds, the City shall treat the same for the purpose of restricted yield as held in proportion to the original principal amounts of each issue. The City covenants that it will exceed any investment yield restriction provided in this Series Resolution only in the event that it shall first obtain an opinion of bond counsel that the proposed investment action will not cause the Series 2010D Bonds to be classified as arbitrage bonds under Section 148(a) and (b) of the Code. The City covenants that it will proceed with due diligence to spend the proceeds of the Series 2010D Bonds for the purpose set forth in this Series Resolution. The City further covenants that it will make no change in the use of the proceeds available for the construction of facilities or change in the use of any portion of the facilities constructed therefrom by persons other than the City or the general public unless it has obtained an opinion of bond counsel or a revenue ruling that the proposed project or use will not be of such character as to cause interest on any of the Series 2010D Bonds not to be exempt from federal income taxes in the hands of holders under the provisions of the Code. Section 5.2. Additional Covenants, Representations and Warranties of the City. The City certifies and covenants with the purchasers and holders of the Series 2010D Bonds from time to time outstanding that the City through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the City and the owners of the Series 2010D 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 Series 2010D 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 City in such compliance. ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.1. Delivery of Series 2010D Bonds. The City shall deliver the executed Series 2010D Bonds to the Original Purchaser on the date of closing described in the final Official Statement for the Series 2010D Bonds. Section 6.2. 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 2010D 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 referred to in Section 5.1 hereof. Section 6.3. 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 2010D 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 6.4. Severability. If any section, paragraph, or provision of this Series Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions. Section 6.5. 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. ATTEST: PASSED AND APPROVED this 7 day of Se�ptember, 2010. 410.7.ke Mayor STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) SEAL CERTIFICATE I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty -four hours prior to the commencement of the meeting as required by said law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective city offices as indicated therein, that no Council vacancy existed except as may be stated in said proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of said Municipality hereto affixed this 8 day of September, 2010. ity Clerk, Dubuque, Iowa EXHIBIT A FORM OF SERIES 2010D BONDS REGISTERED REGISTERED R- STATE OF IOWA $ CITY OF DUBUQUE, IOWA WATER REVENUE BONDS SERIES 2010D Rate Maturity Dated Date CUSIP No. June 1, 20 September 21, 2010 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 Wells Fargo Bank, National Association, 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 June 1, 2011, 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 constructing and equipping improvements and extensions to the Municipal Water System (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 September 7, 2010 (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 2010D 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 2010D Bonds maturing after June 1, 2017 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, Wells Fargo Bank, National Association. ATTEST: CITY OF DUBUQUE, IOWA By: By: City Clerk Mayor (SEAL) By: Date of authentication: This is one of the Series 2010D Bonds described in the within mentioned Series Resolution, as registered by Wells Fargo Bank, National Association. WELLS FARGO BANK, NATIONAL ASSOCIATION, Registrar Authorized Signature Registrar and Transfer Agent: Wells Fargo Bank, National Association Paying Agent: Wells Fargo Bank, National Association 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 ) 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* Corporation Partnership 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: comell/ 666045.1 /MSWord \10422.109 IMPORTANT - READ CAREFULLY 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)