General Obligation Loan Notes $2.8MMasterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
DATE: September 1, 2010
A Request for Proposal was distributed to eight local financial institutions and five
responses were received.
MCVM:jh
Mich el C. Van Milligen
Dubuque
Inkil
AI sdacb
2007
SUBJECT: Proceedings for Resolution Directing the Acceptance of a Proposal to
Purchase $2,850,000 General Obligation Capital Loan Notes and
Procedure to Complete Action on Issuance of $2,850,000 Capital Loan
Notes, Series 2010F
Finance Director Ken TeKippe recommends City Council approval of the suggested
proceedings accepting a proposal to purchase $2,850,000 General Obligation Capital
Loan Notes, the proceeds of which will be used to pay costs of constructing the
Sycamore Street and 16th Street bridge improvements being undertaken as part of the
Bee Branch Creek Restoration Project. Although the City is selling General Obligation
Capital Loan Notes to support the project, repayment of the debt will be from Storm
Water Utility Revenues.
Finance Director Ken TeKippe recommends City Council approval of a resolution
directing the acceptance of a proposal from U.S. Bank to purchase $2,850,000 General
Obligation Capital Loan Notes with a fixed 1.49% interest rate, and a second Resolution
approving and authorizing a form of loan agreement for the issuance of $2,850,000
General Obligation Capital Loan Notes, Series 2010F, and levying a tax to pay the
notes. The tax exemption certificate is also being approved.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Kenneth J. TeKippe, Finance Director
Masterpiece on the Mississippi
TO: Michael C. Van Milligen, City Manager
Dubuque
btri
AA- America CAy
I
2007
FROM: Kenneth J. TeKippe, Finance Director 1 �.�.,,1 E _Y, ef
SUBJECT: Proceedings for Resolution Directing the Acceptance of a Proposal to
Purchase $2,850,000 General Obligation Capital Loan Notes and
Procedure to Complete Action on Issuance of $2,850,000 Capital Loan
Notes, Series 2010F
DATE: September 1, 2010
The purpose of this memorandum is to provide the suggested proceedings accepting a
proposal to purchase $2,850,000 General Obligation Capital Loan Notes prepared by
our Bond Counsel and to present a resolution for City Council to adopt entitled
"Resolution Directing the Acceptance of a Proposal to Purchase $2,850,000 General
Obligation Capital Loan Notes." The proceeds will be used to pay costs of constructing
the Sycamore Street and 16th Street bridge improvements being undertaken as part of
the Bee Branch Creek Restoration Project. Although we are selling General Obligation
Capital Loan Notes to support the project, repayment of the debt will be from Storm
Water Utility Revenues. A copy of a letter, official bid form and amortization schedule is
enclosed for the successful bidder U.S. Bank.
A Request for Proposal was distributed to eight local financial institutions. Proposals
were received from five financial institutions. The interest rates proposed are as
follows:
U.S. Bank
Premier Bank
American Trust and Savings Bank
Dubuque Bank and Trust
East Dubuque Savings Bank
1.49%
1.78%
2.20%
3.80%
4.99%
The short-term borrowing (up to three years) for the loan is callable at anytime.
Accordingly, the next time the City does a scheduled bond issuance we can convert this
debt to long -term when we sell bonds. Interest rates for short-term borrowings are at a
historic low. We are able to do this borrowing without assistance from Public Financial
Management and a bond rating from Moody's and therefore avoid their bond issuance
costs. We will have attorney fees for assistance with Council Proceedings.
The first resolution directs the acceptance of a proposal from U.S. Bank to purchase
$2,850,000 General Obligation Capital Loan Notes with a fixed 1.49% interest rate.
The second resolution approves and authorizes a form of loan agreement for the
issuance of $2,850,000 General Obligation Capital Loan Notes, Series 2010F, and
levying a tax to pay the notes. The tax exemption certificate is also being approved.
A letter from attorney William Noth detailing information on the Capital Loan Notes is
enclosed.
This is the final City Council action required on the borrowing.
KJT /jmg
Enclosures
cc: Barry Lindahl, City Attorney
Jenny Larson, Budget Director
Jeanne Schneider, City Clerk
NOTICE AND CALL OF PUBLIC MEETING
(This Notice to be posted)
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:
• Resolution directing the acceptance of a proposal to purchase $2,850,000
General Obligation Capital Loan Notes
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.
ity Clerk, Dubuque, Iowa
Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David
Resnick, Dirk Voetberg
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:
Absent: None
September 8, 2010
Council Member Joyce Connors introduced the following Resolution hereinafter
set out entitled "RESOLUTION DIRECTING THE ACCEPTANCE OF A PROPOSAL
TO PURCHASE $2,850,000 GENERAL OBLIGATION CAPITAL LOAN NOTES ",
and moved its adoption. Council Member Dirk Voetberg seconded the motion to adopt.
The roll was called and the vote was,
follows:
AYES: Braig, Buol, Connors, Jones, Lynch, Resnick,
Voetberg
NAYS: None
Whereupon, the Mayor of the Council declared the Resolution duly adopted as
RESOLUTION NO. 358-10
RESOLUTION DIRECTING THE ACCEPTANCE OF A
PROPOSAL TO PURCHASE $2,850,000 GENERAL
OBLIGATION CAPITAL LOAN NOTES
WHEREAS, the City of Dubuque, in the County of Dubuque, State of Iowa,
sometimes hereinafter referred to as the City, is a municipal corporation duly
incorporated, organized and existing under and by virtue of the Constitution and laws of
the State of Iowa; and
WHEREAS, it is deemed necessary that the City should enter into a Loan
Agreement and borrow the amount of $2,850,000 as authorized by Sections 384.24,
384.24A and 384.25, Code of Iowa, as amended, for the purposes of paying costs of
constructing the Sycamore Street and 16th Street bridge improvements being undertaken
as part of the Bee Branch Creek Restoration Project; and
WHEREAS, proposals have been requested and received from financial
institutions offering to enter into such Loan Agreement; and
WHEREAS, it is the intention of this Council to enter into a Loan Agreement in
accordance with the most favorable proposal received.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF DUBUQUE, IOWA:
Section 1. That this Council does hereby accept the attached proposal of US Bank
of Dubuque, Iowa, and takes additional action to permit the entering into of a Loan
Agreement on the basis proposed.
Section 2. The Mayor and City Clerk are authorized and directed to proceed on
behalf of the City to acknowledge the acceptance of said proposal, to negotiate the final
terms of a Loan Agreement, to take all action necessary to permit the entering into of a
Loan Agreement on a basis favorable to the City and acceptable to the Council, and to
proceed to meet the conditions of this accepted proposal.
ATTEST:
PASSED AND APPROVED this 7th da of Sept ember , 2010.
t
Mayor
STATE OF IOWA
COUNTY OF DUBUQUE
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.
SEAL
comell/ 665674.1 /MSWord \10422.116
CERTIFICATE
) SS
ity Clerk, Dubuque, Iowa
CIG -3
9/91
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of the City 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 the
meeting is as follows:
$2,850,000 General Obligation Capital Loan Notes, Series 2010F.
• Approval of Tax Exemption Certificate.
• Resolution approving and authorizing a form of Loan Agreement and authorizing
and providing for the issuance of Capital Loan Notes and levying a tax to pay the
Notes.
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.
ity Clerk, City of Dubuque, Iowa
Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David
Resnick, Dirk Voetberg
Absent: None
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:
Council Member Joyce Connors moved that the form of Tax Exemption
Certificate be placed on file and approved. Council Member Dirk Voetberg seconded the
motion. The roll was called and the vote was,
AYES: Braig, Buol, Connors, Jones, Lynch, Resnick,
Voetberg
NAYS: None
Council Member Connors introduced the following Resolution entitled
"RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN
AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF
$2,850,000 GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 2010F,
AND LEVYING A TAX TO PAY THE NOTES" and moved that it be adopted. Council
Member Voetberg seconded the motion to adopt, and the roll being called thereon, the
vote was as follows:
AYES: Braig, Buol, Connors, Jones, Lynch, Resnick,
Voetberg
NAYS: None
Whereupon, the Mayor declared said Resolution duly adopted as follows:
RESOLUTION NO. 359-10
RESOLUTION APPROVING AND AUTHORIZING A
FORM OF LOAN AGREEMENT AND AUTHORIZING
AND PROVIDING FOR THE ISSUANCE OF $2,850,000
GENERAL OBLIGATION CAPITAL LOAN NOTES,
SERIES 2010F, AND LEVYING A TAX TO PAY THE
NOTES
Section 16. Additional Covenants, Representations and Warranties of the Issuer.
The Issuer certifies and covenants with the purchasers and holders of the Notes from time
to time outstanding that the Issuer through its officers, (a) will make such further specific
covenants, representations and assurances as may be necessary or advisable; (b) comply
with all representations, covenants and assurances contained in the Tax Exemption
Certificate, which Tax Exemption Certificate shall constitute a part of the contract
between the Issuer and the owners of the Notes; (c) consult with bond counsel (as defined
in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums
of money representing required rebates of excess arbitrage profits relating to the Notes;
(e) file such forms, statements and supporting documents as may be required and in a
timely manner; and (f) if deemed necessary or advisable by its officers, to employ and
pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in
such compliance.
Section 17. Amendment of Resolution to Maintain Tax Exemption. This
Resolution may be amended without the consent of any owner of the Notes if, in the
opinion of bond counsel, such amendment is necessary to maintain tax exemption with
respect to the Notes under applicable Federal law or regulations.
Section 18. Severability Clause. If any section, paragraph, clause or provision of
this Resolution be held invalid, such invalidity shall not affect any of the remaining
provisions hereof, and this Resolution shall become effective immediately upon its
passage and approval.
Section 19. Repeal of Conflicting Resolutions or Ordinances. All ordinances and
resolutions and parts of ordinances and resolutions in conflict herewith are hereby
repealed.
ATTEST:
PASSED AND APPROVED this 7th day of September , 2010.
-17-
STATE OF IOWA
COUNTY OF DUBUQUE
(SEAL)
comely 665696.1 /MSWord \10422.116
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 8th day of
September, 2010.
(:�' Clerk, City of Dubuque, State of Iowa
WHEREAS, the Issuer is duly incorporated, organized and exists under and by
virtue of the laws and Constitution of the State of Iowa; and
WHEREAS, the Issuer is in need of funds to pay costs of constructing the
Sycamore Street and 16th Street bridge improvements being undertaken as part of the
Bee Branch Creek Restoration Project, an essential corporate purpose, and it is deemed
necessary and advisable that a form of Loan Agreement be approved and authorized and
General Obligation Capital Loan Notes, Series 2010F, in the amount of $2,850,000 be
issued for said purpose; and
WHEREAS, pursuant to notice published as required by Sections 384.24, 384.24A
and 384.25 of said Code, this Council has held a public meeting and hearing upon the
proposal to institute proceedings for the issuance of said Notes, and the Council is
therefore now authorized to proceed with the issuance of $2,850,000 General Obligation
Capital Loan Notes.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF DUBUQUE, IOWA:
Section 1. Definitions. The following terms shall have the following meanings in
this Resolution unless the text expressly or by necessary implication requires otherwise:
• "Issuer" and "City" shall mean the City of Dubuque, Iowa.
• "Loan Agreement" shall mean a Loan Agreement between the Issuer
and a lender or lenders in substantially the form attached to and approved by this
Resolution.
• "Note Fund" shall mean the fund created in Section 4 of this
Resolution.
• "Notes" shall mean $2,850,000 General Obligation Capital Loan
Notes, Series 2010F, authorized to be issued by this Resolution.
• "Paying Agent" shall mean the Finance Director, or such successor
as may be approved by Issuer as provided herein and who shall carry out the
duties prescribed herein as Issuer's agent to provide for the payment of principal of
and interest on the Notes as the same shall become due.
• "Project" shall mean the costs of constructing the Sycamore Street
and 16th Street bridge improvements being undertaken as part of the Bee Branch
Creek Restoration Project.
-3-
• "Project Fund" shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of the Notes.
• "Rebate Fund" shall mean the fund so defined in and established
pursuant to the Tax Exemption Certificate.
• "Registrar" shall mean the Finance Director of Dubuque, 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 Notes. Unless otherwise specified, the Registrar shall also act as
Transfer Agent for the Notes.
• "Resolution" shall mean this resolution authorizing the Notes.
• "Tax Exemption Certificate" shall mean the Tax Exemption
Certificate executed by the Treasurer and delivered at the time of issuance and
delivery of the Notes.
• "Treasurer" shall mean the Finance Director or such other officer as
shall succeed to the same duties and responsibilities with respect to the recording
and payment of the Notes issued hereunder.
Section 2. Loan Agreement. The form of Loan Agreement in substantially the
form attached to this Resolution is hereby approved and is authorized to be executed and
issued on behalf of the Issuer by the Mayor and attested by the City Clerk.
Section 3. Levy and Certification of Annual Tax; Other Funds to be Used.
(a) Levy of Annual Tax. That for the purpose of providing funds to pay the
principal and interest of the Notes hereinafter authorized to be issued, there is
hereby levied for each future year the following direct annual tax on all of the
taxable property in the City of Dubuque, Iowa, to -wit:
FISCAL YEAR (JULY 1 TO JUNE 30)
AMOUNT YEAR OF COLLECTION
$978,781.84 2011/2012
$964,351.60 2012/2013
-4-
(NOTE: For example the levy to be made and certified against the taxable
valuations of January 1, 2010, will be collected during the fiscal year commencing
July 1, 2011).
(b) Resolution to be Filed With County Auditor. A certified copy of this
Resolution shall be filed with the Auditor of Dubuque County, Iowa and the
Auditor is hereby instructed in and for each of the years as provided, to levy and
assess the tax hereby authorized in Section 3 of this Resolution, in like manner as
other taxes are levied and assessed, and such taxes so levied in and for each of the
years aforesaid be collected in like manner as other taxes of the City are collected,
and when collected be used for the purpose of paying principal and interest on said
Notes issued in anticipation of the tax, and for no other purpose whatsoever.
(c) Additional City Funds Available. Principal and interest coming due at any time
may be paid from available revenues of the Stormwater Management Utility
System. In the event such revenues are not available, and when the proceeds of
said tax on hand shall be insufficient to pay the same, principal and interest shall
be promptly paid when due from current funds of the City available for that
purpose and reimbursement shall be made from such special fund in the amounts
thus advanced.
Section 4. Note Fund. Said tax shall be assessed and collected each year at the
same time and in the same manner as, and in addition to, all other taxes in and for the
City, and when collected they shall be converted into a special fund within the Debt
Service Fund to be known as the "GENERAL OBLIGATION CAPITAL LOAN NOTE
FUND 2010F" (the "Note Fund "), which is hereby pledged for and shall be used only for
the payment of the principal of and interest on the Notes hereinafter authorized to be
issued; and also there shall be apportioned to said fund its proportion of taxes received by
the City from property that is centrally assessed by the State of Iowa.
Section 5. Application of Note Proceeds. Proceeds of the Notes other than accrued
interest except as may be provided below shall be credited to the Project Fund and
expended therefrom for the purposes of the Project. Any amounts on hand in the Project
Fund shall be available for the payment of the principal of or interest on the Notes at any
time that other funds shall be insufficient to the purpose, in which event such funds shall
be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the
Project Fund and not immediately required for its purposes may be invested not
inconsistent with limitations provided by law or this Resolution. Accrued interest, if any,
shall be deposited in the Note Fund.
Section 6. Investments of Note Fund Proceeds. All moneys held in the Note Fund
and the Project Fund, shall be invested in investments permitted by Chapter 12B, Code of
-5-
Iowa, 2009, as amended, or deposited in financial institutions which are members of the
Federal Deposit Insurance Corporation and the deposits in which are insured thereby and
all such deposits exceeding the maximum amount insured from time to time by FDIC or
its equivalent successor in any one financial institution shall be continuously secured in
compliance with Chapter 12C of the Code of Iowa, 2009, as amended, or otherwise by a
valid pledge of direct obligations of the United States Government having an equivalent
market value. All such interim investments shall mature before the date on which the
moneys are required for payment of principal of or interest on the Notes as herein
provided.
Section 7. Note Details, Execution and Redemption.
(a) Note Details. General Obligation Capital Loan Notes, Series 2010F, of the City
in the total amount of $2,850,000, shall be issued to evidence the obligations of
the Issuer under the Loan Agreement pursuant to the provisions of Sections
384.24, 384.24A, and 384.25 of the City Code of Iowa, as amended, for the
aforesaid purpose. The Notes shall be issued in one or more series and shall be on
a parity and secured equally and ratably from the sources provided in Section 3 of
this Resolution. The Notes shall be designated "$2,850,000 GENERAL
OBLIGATION CAPITAL LOAN NOTES, SERIES 2010F ", be dated the date of
delivery, and bear interest from the date thereof, until payment thereof, at the
office of the Paying Agent, said interest payable on December 1, 2010, and
semiannually thereafter on the 1st day of June and December in each year until
maturity at the rates hereinafter provided.
The Notes 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 Note. The Notes shall be in the denomination
of $5,000 or multiples thereof and shall mature and bear interest as follows:
Principal Interest Maturity
Amount Rate June 1 st
$950,000 1.49% 2011
$950,000 1.49% 2012
$950,000 1.49% 2013
-6-
(b) Redemption. The Notes may be called for redemption by the Issuer and
paid before maturity on any date, 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.
Ten day's notice of redemption shall be given by certified mail to the
registered owner of the Note. Failure to give such notice by mail to any registered
owner of the Notes or any defect therein shall not affect the validity of any
proceedings for the redemption of the Notes. All Notes or portions thereof called
for redemption will cease to bear interest after the specified redemption date,
provided funds for their redemption are on deposit at the place of payment.
If selection by lot within a maturity is required, the Registrar shall
designate the Notes to be redeemed by random selection of the names of the
registered owners of the entire annual maturity until the total amount of Notes to
be called has been reached.
Section 8. Registration of Notes. Appointment of Registrar; Transfer; Ownership;
Delivery; and Cancellation.
(a) Registration. The ownership of Notes may be transferred only by the
making of an entry upon the books kept for the registration and transfer of
ownership of the Notes, and in no other way. The Finance Director is hereby
appointed as Registrar under the terms of this Resolution. Registrar shall maintain
the books of the Issuer for the registration of ownership of the Notes for the
payment of principal of and interest on the Notes as provided in this Resolution.
All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial
Code subject to the provisions for registration and transfer contained in the Notes
and in this Resolution.
(b) Transfer. The ownership of any Note may be transferred only upon the
Registration Books kept for the registration and transfer of Notes and only upon
surrender thereof at the office of the Registrar together with an assignment duly
executed by the holder or his duly authorized attorney in fact in such form as shall
be satisfactory to the Registrar, along with the address and social security number
or federal employer identification number of such transferee (or, if registration is
to be made in the name of multiple individuals, of all such transferees). In the
event that the address of the registered owner of a Note (other than a registered
owner which is the nominee of the broker or dealer in question) is that of a broker
or dealer, there must be disclosed on the Registration Books the information
pertaining to the registered owner required above. Upon the transfer of any such
Note, a new fully registered Note, of any denomination or denominations
-7-
permitted by this Resolution in aggregate principal amount equal to the unmatured
and unredeemed principal amount of such transferred fully registered Note, and
bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
(c) Registration of Transferred Notes. In all cases of the transfer of the
Notes, the Registrar shall register, at the earliest practicable time, on the
Registration Books, the Notes, in accordance with the provisions of this
Resolution.
(d) Ownership. As to any Note, the person in whose name the ownership of
the same shall be registered on the Registration Books of the Registrar shall be
deemed and regarded as the absolute owner thereof for all purposes, and payment
of or on account of the principal of any such Notes and the premium, if any, and
interest thereon shall be made only to or upon the order of the registered owner
thereof or his legal representative. All such payments shall be valid and effectual
to satisfy and discharge the liability upon such Note, including the interest thereon,
to the extent of the sum or sums so paid.
(e) Cancellation. All Notes which have been redeemed shall not be reissued
but shall be cancelled by the Registrar. All Notes which are cancelled by the
Registrar shall be destroyed and a certificate of the destruction thereof shall be
furnished promptly to the Issuer; provided that if the Issuer shall so direct, the
Registrar shall forward the cancelled Notes to the Issuer.
(f) Non - Presentment of Notes. In the event any payment check representing
payment of principal of or interest on the Notes is returned to the Paying Agent or
if any Note is not presented for payment of principal at the maturity or redemption
date, if funds sufficient to pay such principal of or interest on Notes shall have
been made available to the Paying Agent for the benefit of the owner thereof, all
liability of the Issuer to the owner thereof for such interest or payment of such
Notes shall forthwith cease, terminate and be completely discharged, and
thereupon it shall be the duty of the Paying Agent to hold such funds, without
liability for interest thereon, for the benefit of the owner of such Notes who shall
thereafter be restricted exclusively to such funds for any claim of whatever nature
on his part under this Resolution or on, or with respect to, such interest or Notes.
The Paying Agent's obligation to hold such funds shall continue for a period equal
to two years and six months following the date on which such interest or principal
became due, whether at maturity, or at the date fixed for redemption thereof, or
otherwise, at which time the Paying Agent, shall surrender any remaining funds so
held to the Issuer, whereupon any claim under this Resolution by the Owners of
such interest or Notes of whatever nature shall be made upon the Issuer.
-8-
(g) Registration and Transfer Fees. The Registrar may furnish to each
owner, at the Issuer's expense, one Note for each annual maturity. The Registrar
shall furnish additional Notes in lesser denominations (but not less than the
minimum denomination) to an owner who so requests.
Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Notes. In case any
outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer shall at
the request of Registrar authenticate and deliver a new Note of like tenor and amount as
the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for such
mutilated Note to Registrar, upon surrender of such mutilated Note, or in lieu of and
substitution for the Note destroyed, stolen or lost, upon filing with the Registrar evidence
satisfactory to the Registrar and Issuer that such Note has been destroyed, stolen or lost
and proof of ownership thereof, and upon furnishing the Registrar and Issuer with
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 10. Record Date. Payments of principal and interest, otherwise than upon
full redemption, made in respect of any Note, shall be made to the registered holder
thereof or to their designated Agent as the same appear on the books of the Registrar on
the 15th day preceding the payment date. All such payments shall fully discharge the
obligations of the Issuer in respect of such Notes to the extent of the payments so made.
Payment of principal shall only be made upon surrender of the Note to the Paying Agent.
Section 11. Execution, Authentication and Delivery of the Notes. The Mayor and
Clerk shall execute and deliver the Notes to the Registrar, who shall authenticate the
Notes and deliver the same to or upon order of the Purchaser. No Note 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 Note a Certificate of Authentication
substantially in the form of the Certificate herein set forth. Such Certificate upon any
Note executed on behalf of the Issuer shall be conclusive evidence that the Note so
authenticated has been duly issued under this Resolution and that the holder thereof is
entitled to the benefits of this Resolution.
Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves
the right to name a substitute, successor Registrar or Paying Agent upon giving prompt
written notice to each registered noteholder.
Section 13. Form of Note. Notes shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as
follows:
FIGURE 1
(Front)
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(6)
(6)
(
(
(1)
(2)
(3) (4)
(5)
(9)
(9a)
(10)
(Continued on the back of this Note)
(11)(12)(13) (14)
(15)
Section 13. Form of Note. Notes shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as
follows:
FIGURE 1
(Front)
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FIGURE 2
(Back)
The text of the Notes to be located thereon at the item numbers shown shall be as
follows:
Item 1, figure 1=
"STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"GENERAL OBLIGATION CAPITAL LOAN NOTE"
"SERIES 2010F"
Item 2, figure 1= Rate: 1.49%
Item 3, figure 1= Maturity:
Item 4, figure 1= Note Date: the date of delivery
Item 5, figure 1= N/A
Item 6, figure 1= "Registered"
Item 7, figure 1= Certificate No.
Item 8, figure 1= Principal Amount: $
Item 9, figure 1= The City of Dubuque, Iowa, a municipal corporation
organized and existing under and by virtue of the Constitution and laws of the State of
Iowa (the "Issuer "), for value received, promises to pay from the source and as
hereinafter provided, on the maturity date indicated above, to
Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer
with name of Registered Owner).
Item 10, figure 1 = or registered assigns, the principal sum of (principal amount
written out) THOUSAND DOLLARS in lawful money of the United States of America,
on the maturity date shown above, only upon presentation and surrender hereof at the
office of the Finance Director, Paying Agent of this issue, or its successor, with interest
on said sum from the date hereof until paid at the rate per annum specified above,
payable on December 1, 2010, 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 Note 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 Note is issued pursuant to the provisions of Sections 384.24, 384.24A, and
384.25 of the City Code of Iowa, for the purpose of paying costs of constructing the
Sycamore Street and 16th Street bridge improvements being undertaken as part of the
Bee Branch Creek Restoration Project, and in order to evidence the obligations of the
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Issuer under a certain Loan Agreement dated as of the date hereof, in conformity to a
Resolution of the Council of the Issuer duly passed and approved. For a complete
statement of the revenues and funds from which and the conditions under which this Note
is payable, a statement of the conditions under which additional Notes of equal standing
may be issued, and the general covenants and provisions pursuant to which this Note is
issued, reference is made to the above described Loan Agreement and Resolution.
This Note may be called for redemption by the Issuer and paid before maturity on
any date, 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.
Ten days' notice of redemption shall be given by certified mail to the registered
owner of the Note. Failure to give such notice by mail to any registered owner of the
Notes or any defect therein shall not affect the validity of any proceedings for the
redemption of the Notes. All Notes or portions thereof called for redemption will cease
to bear interest after the specified redemption date, provided funds for their redemption
are on deposit at the place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the
notes to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of notes to be called has been reached.
Ownership of this Note may be transferred only by transfer upon the books kept
for such purpose by Finance Director, the Registrar. Such transfer on the books shall
occur only upon presentation and surrender of this Note at the office of the Registrar as
designated below, together with an assignment duly executed by the owner hereof or his
duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer
reserves the right to substitute the Registrar and Paying Agent but shall, however,
promptly give notice to registered noteholders of such change. All Notes shall be
negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the
provisions for registration and transfer contained in the Note Resolution.
And it is hereby represented and certified that all acts, conditions and things
requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had,
to be done, or to be performed precedent to the lawful issue of this Note, have been
existent, had, done and performed as required by law; that provision has been made for
the levy of a sufficient continuing annual tax on all the taxable property within the
territory of the Issuer for the payment of the principal and interest of this Note as the
same will respectively become due; that the faith, credit, revenues and resources and all
the real and personal property of the Issuer are irrevocably pledged for the prompt
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payment hereof, both principal and interest, and the total indebtedness of the Issuer
including this Note, does not exceed the constitutional or statutory limitations.
IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Note to
be signed by the manual signature of its Mayor and attested by the manual signature of its
City Clerk, with the seal of said City impressed hereon, and to be authenticated by the
manual signature of an authorized representative of the Registrar, Finance Director,
Dubuque, Iowa.
Item 11, figure 1 = Date of authentication:
Item 12, figure 1 = This is one of the Notes described in the within mentioned
Resolution, as registered by the Finance Director
FINANCE DIRECTOR, Registrar
By:
Authorized Signature
Item 13, figure 1 = Registrar and Transfer Agent: Finance Director
Paying Agent: Finance Director
SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14, figure 1 = (Seal)
Item 15, figure 1 = (Signature Block)
CITY OF DUBUQUE, STATE OF IOWA
By:
Mayor
ATTEST:
By:
City Clerk
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(manual signature)
(manual signature)
Item 16, figure 1 = (Assignment Block)
(Information Required for Registration)
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No.
) this Note and does hereby irrevocably constitute and appoint
attorney in fact to transfer this Note on the books kept for
registration of the within Note, with full power of substitution in the premises.
Dated this
SIGNATURE
GUARANTEED
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification
Number of Transferee(s)
day of ,2010.
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IMPORTANT - READ CAREFULLY
(Person(s) executing this Assignment
sign(s) here)
The signature(s) to this Power must correspond with the name(s) as written upon
the face of the certificate(s) or Note(s) in every particular without alteration or
enlargement or any change whatever. Signature guarantee must be provided in
accordance with the prevailing standards and procedures of the Registrar and
Transfer Agent. Such standards and procedures may require signature to be
guaranteed by certain eligible guarantor institutions that participate in a recognized
signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Transferee is a(n):
Individual* Corporation
Partnership Trust
*If the Note is to be registered in the names of multiple individual owners, the names of
all such owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Note,
shall be construed as though written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MN ACT - Custodian
(Cust) (Minor)
Under Iowa Uniform Transfers to Minors Act
(State)
ADDITIONAL ABBREVIATIONS MAY BE ALSO
USED THOUGH NOT IN THE ABOVE LIST
Section 14. Contract Between Issuer and Purchaser. This Resolution shall
constitute a contract between said City and the purchaser of the Notes.
Section 15. Non - Arbitrage Covenants. The Issuer reasonably expects and
covenants that no use will be made of the proceeds from the issuance and sale of the
Notes issued hereunder which will cause any of the Notes to be classified as arbitrage
notes within the meaning of Sections 148(a) and (b) of the Internal Revenue Code of the
United States, as amended, and that throughout the term of the Notes it will comply with
the requirements of statutes and regulations issued thereunder.
To the best knowledge and belief of the Issuer, there are no facts or circumstances
that would materially change the foregoing statements or the conclusion that it is not
expected that the proceeds of the Notes will be used in a manner that would cause the
Notes to be arbitrage notes. 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 Notes to
certify as to the reasonable expectations and covenants of the Issuer at that date.
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