G.O. Bonds Stormwater ProjectsMEMORANDUM
September 29, 2003
TO:
FROM:
SUBJECT:
The Honorable Mayor and City Council Members
Michael C. Van Milligen, City Manager
Procedure to Complete Action of Issuance of $2,110,000 General
Obligation Bonds, Series 2003 to Support Stormwater Projects
Finance Director Ken TeKippe is recommending adoption of a resolution appointing
Wells Fargo Bank Iowa, National Association as the Registrar and Paying Agent for the
$2,110,000 General Obligation Bonds, Series 2003 to support stormwater projects, and
adoption of a resolution authorizing the issuance of the Bonds and incorporating by
reference the form of the Tax Exemption Certificate and continuing Disclosure
Certificate. This resolution must be adopted by an affirmative vote equal to a majority of
the full Council membership. 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.
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
Ken TeKippe, Finance Director
Pauline Joyce, Administrative Services Manager
WILLIAM J. NOTH
WNOTH@AHLERSLAW.COM
AHLERS COONEY, P.C.
ATTORNEYS AT LAW
100 COURT AVENUE · SUITE 600
DES I~OINES. IOWA 50309-2231
PHONE 515-263-7611
FAX:- 515-2~-21 &9
WWW.AHLERSLAW.COM
Direct Dial=
(515)2/~6-0332
September 16, 2003
Mr. Kenneth J. TeKippe
Finance Officer
City of Dubuque
50 W. 13th Street
Dubuque, Iowa 52001
RE: $2,110,000 General Obligation Bonds, Series 2003
Dear Mr. TeKippe:
Enclosed are documents to complete Council action in connection with the
authorization for the issuance of the above Bonds. These should be acted upon at the
City Council's meeting on October 6, 2003:
A. The Council procedure consists of the following:
Resolution Appointing Registrar and Paying Agent: This resolution
appoints Wells Fargo Bank Iowa, National Association to serve as
Registrar. The appropriate agreement has been forwarded to Wells
Fargo Bank Iowa, National Association for execution, and will be
sent to you directly for signature.
Resolution authorizing the issuance of the Bonds. The resolution
also incorporates by reference the form of the Tax Exemption
Certificate and 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.
September 16, 2003
Page 2
The resolution must be adopted by an affirmative vote equal to a
majority of the full Council membership.
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 contains some blank spaces relating to
matters of information dependent upon the resale price of the Bonds
which are not known and available at this time. The information
will be calculated and added to this certificate prior to closing and
completed copies of pages with blank spaces will be provided to
you. This certificate should be SIGNED BUT NOT DATED.
Please return the "Complete and Return" copy and Purchaser's copy
to our office prior to closing.
Continuing Disclosure Certificate. The form of Continuing
Disclosure Certificate, which is described in detail below, is
included for approval by the City Council under the Resolution
authorizing issuance. This Certificate also should be signed by the
Mayor and the City Clerk but not dated. Please return the
"Complete and Return" copy and Purchaser's copy to us prior to
closing.
B. Closing Certificates and Documents:
Original Bond Nos. 1-20, inclusive. The Bonds are enclosed to be
executed by the Mayor and the Clerk in the spaces provided and
impressed with the City's seal. Please have the executed Bonds
returned to us as soon as possible so that they can be delivered
to the Registrar for authentication and forwarded to DTC prior
to closing.
Delivery_ Certificate. Please note that the Delivery Certificate
requires a local bank official's signature on the last page. This
certificate also should be signed, BUT NOT DATED. Please return
the "Complete and Return" copy and Purchaser's copy to my
attention prior to closing.
September 16, 2003
Page 3
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. Please return the "Complete and Return" copy
to us prior to dosing.
Authentication Order. Please execute and date all copies and return
the "Complete and Return" copy and Registrar's copy to my
attention prior to closing.
County Auditor's Certificate. A true copy of the authorizing
resolution as adopted is to be certitied and tiled with the Auditor of
Dubuque County. The Auditor is asked to certify to such filing on
the lower portion of the certificate. Please return the "Complete and
Return" copy to my attention prior to closing.
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.
Tax Exemption
The Tax Exemption Certiticate 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 as a part of the
City's permanent records. I will not attempt to summarize all of the matters which are
included in this certiticate but I do want to point out some important ones.
Tax exemption is based in part upon the fact that the use of the facilities to be
acquired by the City with the proceeds will be for the benefit of the public and will not
be used in the private trade or business of any business or non-tax-exempt entity. The
properties acquired with the Bond proceeds must not be sold or diverted to any private or
nonpublic use unless the signiticance of that action is reviewed by bond counsel.
In addition, 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 fully within three years, that matter
should be referred to us.
September 16, 2003
Page 4
These Bonds are also issued under the expectation that the City will be exempt
from the requirement to rebate arbitrage earnings to the United States Government since
you intend to spend the proceeds of the Bonds for construction purposes within two (2)
years of issuance and meet the other requirements of the two-year expenditure exemption
from the rebate provisions.
Also, these Bonds are designated as qualified tax-exempt obligations, making
them desirable for certain banks as investments and making possible a more favorable
interest rate. For this designation to be proper, it is necessary that the City reasonably
expects to issue $10,000,000 or less of bonds or other obligations in the course of this
calendar year. If that amount should be exceeded, it would be necessary to review the
situation 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
Effective July 3, 1995, the Securities and Exchange Commission approved
amendments to SEC Rule 15c2-12, generally prohibiting the underwriting and
recommendation to the public of municipal securities for which adequate secondary
market information is not available. The new roles 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 to certain information repositories so long as the
Bonds are outstanding, and also to provide notice to those repositories if certain material
events occur which could impact the ability to pay principal and interest on the Bonds.
The information to be provided annually is for the most part the same sort of data which
is included in the Official Statement. The eleven (11) material events which must be
reported are detailed in the certificate, but other events which would be of concern to the
rating agencies or bondholders also should be considered for disclosure under the anti-
fraud provisions of the federal securities laws.
September 16, 2003
Page 5
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 role 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.
Closing Matters.
As you know, dosing of this issue is scheduled to occur on or about October 22,
2003. At the time of closing, the "Purchaser's" copies of the above items and the original
Bonds will be delivered to 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.
Yours very truly,
William J. Noth
WJN:dc
end.
cc: David Dirks
DCORNELL~354404\l\10422062
(This Notice to be'posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body:
Date of Meeting:
Time of Meeting:
Place of Meeting:
The City'Council of Dubuque, Iowa.
October 6 ,2003.
6:30 o'clock P .M.
Auditorium, Carnegie-Stout Public Library, 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:
$2,110,000 General Obligation Bonds, Series 2003
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 10 page(s) attached hereto.
(number)
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
October 7 ',2003
The City Council of Dubuque, Iowa, met in Regul ar session, in the
Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa, at 6:30 o'clock P__.M., on
the above date. There were present Mayor lerrance M. Duqgan , in the chair, and the
following named Council Members:
Roy Buol, Patricia Cline, Jo¥ce Connors
John Markham, Ann Michalski, Dan Nicholson
'Absent: None
-1-
Council Member Roy BUol introduced the following resolutioh
entitled "RESOLUTION APPOINTING WELLS FARGO BANK IOWA, 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 John Markham seconded the motion to adopt. The roll was called
and the vote was,
AmS: Buol, Cline, Connors, Duggan,
Markham, Michalski, Ni.cholson.
NAYS: None
Whereupon, the Mayor declared the resolution duly adopted as follows:
RESOLUIION 365-03
RESOLUTION APPOINTING WELLS FARGO BANK
IOWA, 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,
$2,110,000 General Obligation Bonds, Series 2003, dated October 15, 2003, 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 Iowa, National Association of Des Moines, Iowa, are necessary for compliance with
roles, regulations, and requirements governing the registration, transfer and payment of
registered Bonds; and
-2-
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 Iowa, National Association·
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
DUBUQUE, IOWA:
Section 1. That Wells Fargo Bank Iowa, 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 $2,110,000 General Obligation Bonds, Series 2003,
dated October 15, 2003.
Section 2. That the Agreement with Wells Fargo Bank Iowa, 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.
PASSED AND APPROVED this 6th day of October ~ 2003.
Terrance M. Duggan, Mayor
ATTEST:
Jeanne F. Schneider, City Clerk
/City Clerk -
CIG-3
9/91
CERTWICATE
STATE OF IOWA
COUNTY OF DUBUQUE
)
) ss
)
I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is
a tree 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 niles 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 7th
day of October ,2003.
~c.~ity Clerk, Dubuque, Iowa
SEAL
DCORNELL~384393\I\10422062
-4-
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body:
Date of Meeting:
Time of Meeting:
Place of Meeting:
The City Council of Dubuque, Iowa.
,2003.
o'clock .M.
Auditorium, Carnegie-Stout Public Library, 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:
$2,110,000 General Obligation Bonds, Series 2003
Approval of Tax Exemption Certificate.
Approval of Continuing Disclosure Certificate.
Resolution authorizing the issuance.
Such additional matters as are set forth on the additionalpage(s) attached hereto.
(number)
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local roles of said governmental body.
City Clerk, Dubuque, Iowa
,2003
The City Council of Dubuque, Iowa, met in
Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa, at
on the above date. There were present Mayor
and the following named Council Members:
session, in the
o'clock __.M.,
, in the chair,
Absent:
-1-
Council Member moved that the form of Tax
Exemption Certificate be placed on file and approved. Council Member
seconded the motion. The roll was called and the vote was,
AYES:
NAYS:
Council Member moved that the form of Continuing
Disclosure Certificate be placed on file and approved. Council Member
seconded the motion. The roll was called and the vote was,
AYES:
NAYS:
Council Member inlxoduced the following
Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $2,110,000 GENERAL OBLIGATION BONDS, SERIES 2003, AND
LEVYING A TAX TO PAY SAID BONDS" and moved that it be adopted. Council
Member seconded the motion to adopt, and the roll being
called thereon, the vote was as follows:
AYES:
NAYS:
-2-
October 7 ,2003
The City Council of Dubuque, Iowa, met in Regul ar session, in the
Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa, at 6-- 30 o'clock__P.M.,
on the above date. There were present Mayor Terrance M. Duqqan , in the chair,
and the following named Council Members:
Buol, Cline, Connors, Duggan,
Markham, Michalski, Nicholson
Absent: None
-1-
Council Member Buol moved that the form ofTax
Exemption Certificate be placed on file and approved. Council Member
Markham seconded the motion. The roll was called and the vote was,
AYES: Buol, Cline, Connors, Duggan,
Markham, Michalski, Nicholson
NAYS: None
Council Member Buol moved that the form of Continuing
Disclosure Certificate be placed on file and approved. Council Member
Markham seconded the motion. The roll was called and the vote was,
AYES: Buol, Cline, Connors, Duggan,
Markham, Michalski, Nicholson
NAYS: None
Council Member Buol introduced the following
Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $2,110,000 GENERAL OBLIGATION BONDS, SERIES 2003, AND
LEVYING A TAX TO PAY SAID BONDS" and moved that it be adopted. Council
Member Markham seconded the motion to adopt, and the roll being
called thereon, the vote was as follows:
AYES: Buol, Cline, Connors, Duggan,
Markham, Michalski, Nicholson
NAYS: None
-2-
Whereupon, the Mayor declared said Resolution duly adopted as follows: '
RESOLUTION # 366-03
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $2,110,000 GENERAL OBLIGATION BONDS, SERIES
2003, AND LEVYING A TAX TO PAY SAID BONDS
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 fands to pay costs of the acquisition,
construction, and installation of stormwater and storm seWer utility facilities and
improvements, including the Carter Detention Basin, 32nd Street Detention Basin land
acquisition, stormwater ditch remediation, NPDES compliance activities, and other storm
sewer, stream bank and detention basin improvements, an essential corporate purpose,
and it is deemed necessary and advisable that General Obligation Bonds in the amount of
$2,110,000 be {ssued for said purpose; and
WHEREAS, pursuant to notice published as required by Section 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 Bonds, and the Council is therefore now authorized
to proceed with the issuance of said Bonds; and
WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the
above mentioned bonds were heretofore sold at public sale and action should now be
taken to issue said bonds conforming to the terms and conditions of the best bid received
at the advertised public Sale:
NOW, THEREFORE, BE IT RESOLVED BY THE 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:
"Authorized Denominations" shall mean $5,000 or any integral
multiple thereof.
· "Beneficial Owner" shall mean the person in whose name such Bond
is recorded as the beneficial owner ora Bond by a Participant on the records of
such Participant or such person's subrogee.
-3-
· "Bond Fund" shall mean the fund created in Section 3 of this
Resolution.
· "Bonds" shall mean $2,110,000 General Obligation Bonds, Series
2003, authorized to be issued ,by this Resolution.
· "Cede & Co." shall mean Cede & Co., the nominee of DTC, and-any
successor nominee of DTC with respect to the Bonds.
· "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 maybe
amended from time to time in accordance with the terms thereof.
"Depository Bonds" shall mean the Bonds as issued in the form of
one global certificate for each maturity, registered in the Registration Books
maintained by the Registrar in the name of DTC or its nominee.
· "DTC" shall mean The Depository Trust Company, New York, New
York, a limited purpose trust company, or any successor book-entry securities
depository appointed for the Bonds.
· "Issuer" and "City" shall mean the City of Dubuque, Iowa.
· "Participants" shall mean those broker-dealers, banks and other
financial institutions for which DTC holds Bonds as securities depository.
"Paying Agent" shall mean Wells Fargo Bank Iowa, National
Association, 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.
"Project Fund" shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of the Bonds.
"Rebate Fund" shall mean the fund so defined in and established
pursuant to the Tax Exemption Certificate.
-4-
"Registrar" shall mean Wells Fargo Bank Iowa, National Association
of 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.
· "Representation Letter" shall mean the Blanket Issuer Letter of
Representations executed and delivered by the Issuer to DTC.
"Resolution" shall mean this resolution authorizing the Bonds.
· "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 City Treasurer 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. Lew 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 Bonds hereinafter authorized to be issued, there is
hereby levied for each furore year the following direct annual tax on all of the
taxable property in Dubuque, Iowa, to-wit:
AMOUNT
FISCAL YEAR (JULY 1 TO JUNE 30)
YEAR OF COLLECTION:
$316,921 2004/2005
$157,188 2005/2006
$154,628 2006/2007
$157,068 2007/2008
$154,348 2008/2009
$151,628 2009/2010
$153,908 2010/2011
$155,848 2011/2012
$152,428 2012/2013
$153,865 2013/2014
$154,965 2014/2015
$155,765 2015/2016
$156,255 2016/2017
$156,425 2017/2018
$156,265 2018/2019
$155,765 2019/2020
$154,915 2020/2021
$153,705 2021/2022
$157,125 2022/2023
(NOTE: For example the levy to be made and certified against the taxable valuations of
January 1, 2003, will be collected during the fiscal year commencing July 1, 2004).
(b) Resolution to be Filed With CounW Auditor. A certified Copy of this
Resolution should be filed with the County Auditor of Dubuque County, Iowa, and
said Auditor is hereby instructed in and for each of the years as provided, to levy
and assess the tax hereby authorized in S~ction 2 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 Bonds issued in anticipation of said tax, and for no other purpose
whatsoever.
(c) Additional City Funds Available. Principal and interest coming due at
any time when the proceeds of said tax on hand shall be insufficient to pay the
same 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. Application of Bond Proceeds. Proceeds of the Bonds other than
accrued interest except as may be provided below shall be credited to the Project Fund
and expended therefrom for the purposes of issuance. Any amounts on hand in the
Project Fund shall be available for the payment of the principal of or interest on the
Bonds 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 Bond Fund.
Section 5. Investments of Bond Fund Proceeds. All moneys held in the Bond
Fund, provided for by Section 3 of this Resolution shall be invested in investments
-6-
permitted by Chapter 12B, Code of Iowa, 2003 (formerly Chapter 452, Code of Iowa, as
amended) or deposited in fmancial 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 the State Sinking Fund provided, under Chapter 12C of the Code of Iowa, 2003, 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 Bonds as herein provided.
Section 6. Bond Details, Execution and Redemption.
(a) Bond Details. General Obligation Bonds, Series 2003, of the City in the
amount of $2,110,000, shall be issued pursuant to the provisions of Sections 384.24 and
384.25 of the City Code of Iowa for the aforesaid purpose. The Bonds shall be
designated "GENERAL OBLIGATION BOND, SERIES 2003", be dated October 15,
2003, and bear interest from the date thereof, until payment thereof, at the office of the
Paying Agent, said interest payable on June 1, 2004, and semiannually thereafter on the
1st day of June and December in each year until maturity at the rates hereinafter provided.
The Bonds shall be executed by the manual or facsimile signature of the Mayor
and attested by the manual or facsimile signature of the Clerk, and impressed or 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:
-7-
Interest Principal Maturity
Rate Amount June 1st
3.20% $105,000 2004
3.20 80,000 2005
3.20 :80;000 2006
3.20 80,000 2007
3.20 85,000 2008
3.20 85,000 2009
3.20 85,000 2010
3.40 90,000 2011
3.60 95,000 2012
3.75 95,000 2013
3.90 100,000 2014'
4.00 105,000 2015
4A0 110,000 2016
4.20 115,000 2017
4.30 120,000 2018
4.40 125,000 2019
4.50 130,000 2020
4.60 135,000 2021
4.70 140,000 2022
4.75 150,000 2023
Co) Redemption. Bonds maturing after June 1, 2013 may be called for redemption
by the Issuer and paid before maturity on said 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.
Thirty days' notice of redemption shall be given by first Class mail to the registered
owner of the Bond. Failure to give such notice by mail to any registered owner of the
Bonds or any defect therein shall not affect the validity of any proceedings for the
redemption of the Bonds. All bonds 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
bonds to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of bonds to be called has been reached.
-8-
Section 7. 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 pel-mit 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 mount of each maturity of Bonds (or, if a portion of said principal
amount is prepaid, said principal amount less the prepaid amount); and'suchDepository
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
Cleating 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 iesponsibility or obligation to an3~ 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
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Letter and the procedures and practices of DTC thereunder, and the Paying Agent ghall
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, 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) If the Issuer detennines 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 8. 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. Wells Fargo Bank Iowa, National Association 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
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Uniform Commercial Code and Section 384.31 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
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 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
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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 fimds 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.
(g) Registration and Transfer Fees. The Registrar may furnish to each owner, at
the Issuer's exp~nse, one bond for each annual maturity. The Registrar shall furnish
additional bonds 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 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 indenmity 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 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 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.
Section 11. Execution, Authentication and Delivery of the Bonds. Upon the
adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to
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the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of
the 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:
A certified copy of the Resolution of Issuer authorizing the issuance of the
Bonds;
A written order of Issuer signed by the Treasurer of the Issuer directing the
afithentication and delivery of the Bonds to or upon the order of the
Purchaser upon payment of the purchase price as set forth therein;
The approving opinion of Ahlers & Cooney, P.C., Bond Counsel,
concerning the validity and legality of all the Bonds proposed to be issued.
Section 12. Right to Name Substitute Paving Agent or Registrar. Issuer reserves
the right to name a substitute, successor Registrar or Paying Agent upon giving prompt
written notice to each registered bondholder.
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Section 13. Form of Bond. Bonds shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as
follows:
(7) I I (8) I
(~)
I (2) I I (3) I [ (4) ] I (~) I
(9)
(10)
(Continued on the back of this Bond)
FIGURE1
(Front)
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(10)
(Continued)
(16)
FIGURE 2
(Back)
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The text of the Bonds 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 BOND"
"SERIES 2003"
Item 2, figure 1
Item 3, figure 1
Item 4, figure 1
Item 5, figure 1
Item 6, figure 1
Item 7, figure 1
Item 8, figure 1
= Rate:
= Maturity:
= BondDate: October 15, 2003
= Cusip No.:
= "Registered"
= Certificate No.
= 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 = o} 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 Wells Fargo Bank Iowa, National Association, Pay/ng 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 June 1, 2004, 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 ora 360-day year of twelve
3 O-day months.
This Bond is issued pursuant to the provisions of Sections 384.24 and 384.25 of
the City Code of Iowa, for the purpose of paying costs of the acquisition, construction,
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and installation of stormwater and storm sewer utility facilities and improvements;
including the Carter Detention Basin, 32nd Street Detention Basin land acquisition,
stormwater ditch remediation, NPDES compliance activities, and other storm sewer,
stream bank and detention basin improvements, in confonnity to a Resolution of the
Council of said City duly passed and approved.
Unless this certificate is presehted by an authorized representative of The
Depository Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
Bonds maturing after June 1, 2013 may be called for redemption by the Issuer and
paid before maturity on said 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.
Thirty days' notic, e of redemption shall be given by first class mail to the registered
owner of the Bond. Failure to give such notice by mail to any registered owner of the
Bonds or any defect therein shall not affect the validity of any proceedings for the
redemption of the Bonds. All Bonds 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
Bonds to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of Bonds to be called has been reached.
Ownership of this Bond may be transferred only by transfer upon the books kept
for such purpose by Wells Fargo Bank Iowa, National Association, 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 and SectiOn
384.3 t of the Code of Iowa, subject to the provisions for registration and transfer
contained in the Bond Resolution.
This Bond is a "qualified tax-exempt obligation" designated by the City for'
purposes of Section 265(b)(3)(B) of the Internal Revenue Code of 1986.
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; that provision has been made for
the levy ora 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 Bond 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
payment hereof, both principal and interest; and~the total indebtedness of the Issuer
including th/s Bond, does not exceed the constitutional or statutory limitations.
1N TESTIMONY WHEREOF, the Issuer by its 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, with the seal of said City impressed hereon, and to be authenticated by the
manual signature of an authorized representative of the Registrar, Wells Fargo Bank
Iowa, National Association, Des Moines, Iowa.
Item 11, figure 1
Item 12, figure 1
= Date of authentication:
= This is one of the Bonds described in the within mentioned
Resolution, as registered by Wells Fargo Bank Iowa, National
Association.
WELLS FARGO BANK IOWA, NATIONAL
ASSOCIATION, Registrar
By:
Authorized Signature
Item 13, figure 1 = Registrar and Transfer Agent:
Wells Fargo Bank Iowa, National Association
Paying Agent: Wells Fargo Bank Iowa, National Association
48-
Wells Fargo Bank Minnesota, N~.
Corporate Trust Operations
MAC N9303-121
P. O. Box 1517
Minneapolis, MN 55480
SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14, figure 1 = (Seal)
Item 15, figure 1 = [signature Block]
CITY OF DUBUQUE, IOWA
By: (manual signature)
Mayor
ATTEST:
By: (manual signature)
City Clerk
Item 16, figure 2 = [Assignment Block]
[Information Required for Registration]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. .)
the within Bond and does hereby irrevocably constitute and appoint attorney
in fact to transfer the said Bond on the books kept for registration of the within Bond,
with full power of substitution in the premises.
Dated
(Person(s) executing this Assignment sign(s) here)
SIG qAXXrRE )
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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 Trafisferee(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:
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)
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ADDITIONAL ABBREVIATIONS MAY
ALSO BE USED THOUGH NOT IN THE ABOVE LIST
Section 14. Contract Between Issuer and Purchaser. This Resolution constitutes a
contract between said City and the purchaser of the Bonds.
section 15. Non-Arbitrage C(~venants. 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 Sections 148(a) and (b) of the Internal Revenue Code of the
United States, as amended, and that throughout the term of the Bonds 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 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.
Section 16. 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 17. 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
incorporated by reference as part of this Resolution and made a part hereof.
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,
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or to dispose of ownership of, any Bond (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 18. Additional Covenants, Representations and Warranties of the Issuer.
The Issuer certifies and covenants wi, th 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 o£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 ~/gents, financial advisors, attorneys and other persons to assist the Issuer in
such compliance.
Section 19. Amendment of Resolution to Maintain Tax Exemption. This
Resolution may be amended without the consent of any owner of the Bonds if, in the
opinion of bond counsel, such amendment is necessary to ma/ntain tax exemption with
respect to the Bonds under applicable Federal law or regulations.
Section 20. Qualified Tax-Exempt Obligations. For the sole purpose of qualifying
the Bonds as "Qualified Tax-Exempt Obligations" pursuant to the Internal Revenue Code
of the United States, the Issuer designates the Bonds as qualified tax-exempt obligations
and represents that the reasonably anticipated amount of tax-exempt governmental and
Code Section 501(c)3 obligations which will be issued during the current calendar year
will not exceed Ten (10) Million Dollars.
Section 21. Repeal of Conflicting Resolutions or Ordinances. That all ordinances
and resolutions and parts of ordinances and resolutions in conflict herewith are hereby
repealed.
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PASSED AND APPROVED this 6th
2003.
ATTEST:
~ty Clerk
day of October
1231
CIG-3
9/91
CERTIFICATE
STATE OF IOWA
COUNTY OF DUBUQUE
)
) ss
)
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 tree 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; thatmeeting 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 w/th 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 7th
day of October ,2003.
./.~ty Clerk, Dubuque, Iowa
SEAL
DCORNELLX384383\1 \ 10422062
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