Adams Co. G.O. BondsMEMORANDUM
TO:
Januaw 27,2004
The Honorable Mayor and City Council Members
CO
FROM: Michael C. Van Milligen, City Manager
SUBJECT:
$500,000 General Obligation Loan Note for Adams Company:
Approval of Tax Exemption Certificate
Resolution Approving Form of Loan Agreement
On October 20, 2003, the City Council held a public hearing on the proposed issuance
of not to exceed $500,000 General Obligation Capital Loan Notes in order to provide
funds to pay the costs of an urban renewal project in Dubuque Industrial Center West,
specifically funding an economic development grant to the Adams Company under the
Development Agreement dated May 19, 2003. With no objections from the public, the
Council adopted a resolution to institute proceedings and take additional action for the
authorization of a Loan Agreement and the issuance of notes not to exceed $500,000.
On December 15, 2003 the City Council approved an agreement with the Adams
Company to provide the Economic Development Grant on or before February 15, 2004.
On January 19, 2004, the City Council approved the proposal from American Trust and
Savings Bank to provide the loan at 4.07% interest and directed the loan agreement be
negotiated and provided to the Council at the February 2, 2004 City Council meeting.
Even though this financing is structured as a General Obligation of the City, the
intention is to pay the principal and interest of this loan from the tax increment revenues
of the Dubuque Industrial Center West, and particularly from the Adams Company
expansion project.
Economic Development Director Bill Baum recommends City Council approval of a
Loan Agreement, authorizing the issuance of $500,000 in General Obligation Loan
Notes, and levying a tax to pay the notes.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
Bill Baum, Economic Development Director
CITY OF DUBUQUE, IOWA
MEMORANDUM
Januaw 27,2004
TO:
FROM:
SUBJECT:
Michael Van Milligen, City Manager
Bill Baum, Economic Development Director
$500,000 General Obligation Loan Note for Adams Company:
Approval of Tax Exemption Certificate
Resolution approving form of Loan Agreement
INTRODUCTION
This memorandum presents for City Council approval a motion to approve the form of
Tax Exemption Certificate and a RESOLUTION APPROVING AND AUTHORIZING A
FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $500,000 IN GENERAL OBLIGATION LOAN NOTES, SERIES 2004,
AND LEVYING A TAX TO PAY THE NOTES.
BACKGROUND
On October 20, 2003, the City Council held a public hearing on the proposed issuance
of not to exceed $500,000 General Obligation Capital Loan Notes, in order to provide
funds to pay the costs of an urban renewal project in Dubuque Industrial Center West,
specifically funding an economic development grant to the Adams Company under the
Development Agreement dated May 19, 2003. With no objections from the public, the
Council adopted a resolution to institute proceedings and take additional action for the
authorization of a Loan Agreement and the issuance of notes not to exceed $500,000.
On December 15, 2003 the City Council approved an agreement with the Adams
Company to provide the Economic Development Grant on or before February 15, 2004.
The amount of the Grant will equal the difference between the pumhase price paid by
the City for the Adams Company property, and the cost of the new manufacturing
facility located in the Dubuque Industrial Center West. Current estimate of this
difference is $500,000. When the cost of the new facility is complete, the final cost of
the new facility will be determined. The agreements also provide that the total payments
to the Adams Company for acquisition, relocation, and this economic development
grant will not exceed $3,500,000. At the closing of this economic development grant,
the total payments equal $2,907,500.
On January 19, 2004, the City Council approved the proposal from American Trust and
Savings Bank to provide the loan at 4.07% interest and directed the loan agreement be
negotiated and provided to the Council at the February 2, 2004 City Council meeting.
DISCUSSION
The City's bond attorney, Bill Noth has provided the City with the appropriate
proceedings to approve the Form of Tax Exemption Certificate and a RESOLUTION
APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND
AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $500,000 IN GENERAL
OBLIGATION LOAN NOTES, SERIES 2004, AND LEVYING A TAX TO PAY THE
NOTES.
As I have pointed out in previous memos concerning this financing, even though this
financing is structured as a General Obligation of the City, our intention is to pay the
principal and interest of this loan from the tax increment revenues of the Dubuque
Industrial Center West, and particularly from the Adams Company expansion project.
RECOMMENDATION
I recommend that the City Council follow the proceedings attached, provided to us by
our bond counsel, and approve:
1. A motion that the form of Tax Exemption Certificate be place on file and
approved.
2. A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN
AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF
$500,000 IN GENERAL OBLIGATION LOAN NOTES, SERIES 2004, AND
LEVYING A TAX TO PAY THE NOTES.
Attachments
F:~USERS\WBaum~EDA APPLICATION FOR ADAMS COMPANY~memo on form of loan agreement with amedcan trust.doc
(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.
.,2004.
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:
$500,000 General Obligation Capital Loan Notes
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 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 rules of said governmental body.
City Clerk, Dubuque, Iowa
.,2004
The City Council of Dubuque, Iowa, met in
Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa, at
on the above date. There were present Mayor
chair, and the following named Council Members:
session, in the
o'clock __.M.,
, in the
Absent:
Council Member moved that the form of
Tax Exemption Certificate be placed on file and approved. Council Member
seconded the motion and the roll being called
thereon, the vote was as follows:
AYES:
NAYS:
Council Member introduced the
following Resolution entitled "RESOLUTION APPROVING AND AUTHORIZING A
FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $500,000 GENERAL OBLIGATION CAPITAL LOAN NOTES,
SERIES 2004, AND LEVYING A TAX TO PAY THE NOTES" 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:
Whereupon, the Mayor declared said Resolution duly adopted as follows:
RESOLUTION APPROVING AND AUTHORIZING A FORM OF
LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR
THE ISSUANCE OF $500,000 GENERAL OBLIGATION CAPITAL
LOAN NOTES, SERIES 2004, AND LEVYING A TAX TO PAY THE
NOTES
WHEREAS, the Issuer is duly incorporated, organized and exists under and by
virtue of the laws and Constitution of the State of Iowa; and
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WHEREAS, the Issuer is in need of funds to pay costs of aiding in the planning,
undertaking and carrying out of urban renewal project activities under the authority of
Chapter 403 of the Iowa Code and the Amended and Restated Urban Renewal Plan for
the Dubuque Industrial Center Economic Development District, including those costs
associated with the funding of an economic development grant to the Adams Company
under the Development Agreement dated May 19, 2003 between the City and said
developer, 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 2004, in the amount of $500,000 be issued for said purpose; and
WHEREAS, pursuant to notice published as required by Sections 384.24, 384.24A
and 384.25 of the City Code of Iowa, as amended, this Council has held a public meeting
and heating upon the proposal to institute proceedings for the issuance of the Notes, and
the Council is therefore now authorized to proceed with the issuance of the 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 required to be established by
Section 4 of this Resolution.
· "Notes" shall mean $500,000 General Obligation Capital Loan
Notes, Series 2004, authorized to be issued by this Resolution.
"Paying Agent" shall mean the City Treasurer, 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 aiding in the planning, undertaking
and carrying out of urban renewal project activities under the authority of Chapter
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403 of the Iowa Code and the Amended and Restated Urban Renewal Plan for the
Dubuque Industrial Center Economic Development District, including those costs
associated with the funding of an economic development grant to the Adams
Company under the Development Agreement dated May 19, 2003 between the
City and said developer.
· "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 City Treasurer 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.
·
the Notes.
"Resolution" shall mean this resolution authorizing the issuance of
· "Tax Exemption Certificate" shall mean the Tax Exemption
Certificate executed by the City Treasurer and delivered at the time of issuance
and delivery of the Notes.
· "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 Notes issued hereunder.
Section 2. Loan A~reement. 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) Levv 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 Dubuque, Iowa, to-wit:
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AMOUNT
FISCAL YEAR (JULY 1 TO JUNE 30)
YEAR OF COLLECTION
$71,853 2004/2005
63,955 2005/2006
62,105 2006/2007
60,255 2007/2008
58,405 2008/2009
56,555 2009/2010
54,705 2010/2011
52,855 2011/2012
51,005 2012/2013
49,155 2013/2014
47,304 2014/2015
(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 County Auditor. A certified copy of this
Resolution shall be filed with the County 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
anytime 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. 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
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FUND 2004 NO. ONE" (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 railway, express, telephone and telegraph companies and other
taxes assessed by the Iowa State Department of Revenue.
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 only 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
Iowa, 2003 (formerly Chapter 452, Code of Iowa, 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 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 Notes as
herein provided.
Section 7. Note Details. Execution and Redemption.
(a) Note Details. General Obligation Capital Loan Notes, Series 2004, of
the City in the total amount of $500,000, shall be issued to evidence the
obligations of the Issuer under the Loan Agreement pursuant to the provisions of
Sections 384.24A and 384.24(3)(c0 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 "GENERAL OBLIGATION
CAPITAL LOAN NOTE, SERIES 2004", be dated the date of delivery, and bear
interest from the date thereof, until payment thereof, at the office of the Paying
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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 rate of 4.07% per
annum. Principal of and interest on the Note shall be paid on the dates and in the
amounts set forth on the Amortization Schedule attached to the Loan Agreement
and incorporated herein by this reference.
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.
(b) Redemption. Principal of 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.
Thirty 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.
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 City Treasurer 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.
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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 ora 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
permitted by this Resolution in aggregate principal amount equal to the unmatured
and unredeemed principal amount of such transferred fully registered Note, and
beating 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.
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(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.
(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.
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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:
(6) (6)
(7)
(8)
(1)
(2) IJ I (3) (4) I (5)
(9)
(9a)
(10)
(Continued on the back of this Note)
(11)(12)(13)
' I
(14)
I'
FIGURE 1
(Front)
05)
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(Back)
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The text of the Notes to be located thereon at the item numbers shown shall be as
follows:
Item 1, figure I
"STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"GENERAL OBLIGATION CAPITAL LOAN NOTE"
"SERIES 2004"
Item 2, figure 1 = Rate: 4.07%
Item 3, figure 1 = Maturity:
Item 4, figure 1 = Note Date: the date of delivery
Item 5, figure 1 = Cusip No.:
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, 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 assigms, the principal sum of (principal amount
written out) THOUSAND DOLLARS in lawful money of the United States of America,
on the maturity dates set forth on the Amortization Schedule attached hereto and
incorporated herein by this reference, only upon presentation and surrender hereof at the
office of the City Treasurer, 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 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 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.
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This Note is issued pursuant to the provisions of Sections 384.24A and
384.24(3)(q) of the City Code of Iowa, as amended, for the purpose of paying costs of
aiding in the planning, undertaking and carrying out of urban renewal project activities
under the authority of Chapter 403 of the Iowa Code and the Amended and Restated
Urban Renewal Plan for the Dubuque Industrial Center Economic Development District,
including those costs associated with the funding of an economic development grant to
the Adams Company under the Development Agreement dated May 19, 2003 between
the City and said developer, and in order to evidence the obligations of the 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.
Thirty 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 the City Treasurer, 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.
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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
payment hereof, both principal and interest, and the total indebtedness of the Issuer
including this Note, does not exceed the constitutional or statutory limitations.
This Note is a "qualified tax-exempt obligation" designated by the Issuer for
purposes of Section 265(b)(3)(B) of the Internal Revenue Code of 1986.
1N 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, City Treasurer,
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 City Treasurer.
CITY TREASURER, Registrar
By:
Authorized Signature
Item 13, figure 1 = Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14, figure 1 = (Seal)
Item 15, figure 1 = [Signature Block]
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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 Note and does hereby irrevocably constitute and appoint
attorney in fact to transfer the said Note on the books kept for registration of the within
Note, with full power of substitution in the premises.
Dated
(Person(s) executing this Assignment sign(s) here)
SIGNATURE )
GUARANTEED)
IMPORTANT - READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written upon
the face of the certificate(s) or 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
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guaranteed by certain eligible guarantor institutions that participate in a recognized
signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax
Identification Number of
Transferee(s)
Transferee is a(n):
Individual*
Partnership
Corporation
Trust
*If the 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 right of survivorship and not as tenants in
comlnon
IA UNIF TRANS MIN 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.
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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
bonds within the meaning of Section 148(a) and (b) of the Internal Revenue Code of the
United States, and that throughout the term of the Notes it will comply with the
requirements of said statute and regulations issued thereunder.
To the best knowledge and belief of the Issuer, there are no facts or circumstances
that would materially change the foregoing statements or the conclusion that it is not
expected that the proceeds of the Notes will be used in a manner that would cause the
Notes 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 City 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.
Section 16. Severabilit¥ 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. 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 18. Amendment of Resolution to Maintain Tax Exemption. This
Resolution may be amended without the consent of any owner of the Notes if, in the
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opinion of bond counsel, such amendment is necessary to maintain tax exemption with
respect to the Notes under applicable Federal law or regulations.
Section 19. Qualified Tax-Exempt Obligations. For the sole purpose of
qualifying the Notes as "Qualified Tax Exempt Obligations" pursuant to the Internal
Revenue Code of the United States, the Issuer designates the Notes 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 20. Repeal of Conflicting Resolutions or Ordinances. All ordinances and
resolutions and parts of ordinances and resolutions in conflict herewith are hereby
repealed.
PASSED AND APPROVED this day of
2004.
Mayor
ATTEST:
City Clerk
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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 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 teutative 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 roles 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 iuvolving 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
day of _, 2004.
SEAL
DCORNELL~399404\1 \10422065
City Clerk, Dubuque, Iowa
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LOAN AGREEMENT
This Loan Agreement is entered into as of the day of February, 2004, by
and between the City of Dubuque, Iowa (the "City") acting through its City Council (the
"Council") and American Trust & Savings Bank of Dubuque, Iowa (the "Lender"). The
parties agree as follo~vs:
1. The Lender shall loan to the City the sum of $500,000, and the City's
obligation to repay hereunder shall be evidenced by the issuance of General Obligation
Capital Loan Notes, Series 2004, in the aggregate principal amount of $500,000 (the
"Notes").
2. The loan proceeds shall be used to pay costs of aiding in the planning,
undertaking and carrying out of urban renewal project activities under the authority of
Chapter 403 of the Iowa Code and the Amended and Restated Urban Renewal Plan for
the Dubuque Industrial Center Economic Development District, including those costs
associated with the funding of an economic development grant to the Adams Company
under the Development Agreement dated May 19, 2003 between the City and said
developer (the "Project"). Any remaining loan proceeds, including accrued interest, if
any, shall be deposited in the Note Fund (defined in the Resolution hereinafter referred
to) and shall be held therein and used, along with other amounts therein, to pay interest
on the Notes on June 1, 2004.
3. The City agrees to repay the loan and interest thereon as hereinafter
provided. The Notes, in substantially the form set forth in the Resolution hereinafter
referred to, shall be executed and delivered to the Lender to evidence the City's obligation
to repay the amounts payable hereunder. The Notes shall be dated the date of delivery,
shall bear interest payable June 1, 2004, and semiannually thereafter on the first day of
June and December in each year at the rate of 4.07% and shall mature in the principal
amounts set forth on the Amortization Schedule attached hereto and incorporated herein
by this reference.
4. The Council has adopted a Resolution (the "Resolution") authorizing and
approving the form of this Loan Agreement and providing for the issuance and securing
the payment of the Notes and establishing the terms thereof, and the Resolution is
incorporated herein by reference, and the parties agree to abide by the terms and
provisions of the Resolution. The Notes and the interest thereon shall be payable from
the levy of a sufficient continuing annual tax on all the taxable property within the
territory of the City and provision has been made in the Resolution for the levy and
collection of such tax.
5. The City may borrow additional money, issue general obligation bonds or
enter into other loan agreements and issue additional Notes which are at the time of their
issuance on a parity and equality of rank with the Notes with respect to the lien and claim
of such collection of taxes thereof provided that the total indebtedness of the City
including this Loan Agreement and Notes issued hereunder does not exceed the
Constitutional or statutory limitations.
6. In connection with its purchase of the Notes, the Lender represents and
agrees as follows:
a. The Lender understands that no prospectus or official statement
containing material information with respect to the City, the Notes or the Project is
being prepared or authorized by the City in connection with the issuance of the
Notes and that, with the degree of due diligence the Lender deems necessary, the
Lender has made its own investigation and analysis with respect to the City, the
Project and the Notes and the security therefore.
b. The Lender is acquiring the Notes for its own account and not with a
view to resale or other distribution thereof and does not presently intend to divide
the Notes or to resell or otherwise dispose of all or any portion of the Notes.
c. The Lender understands that the Notes (i) are not being registered
under the Securities Act of 1933, as amended, and are not being registered or
otherwise qualified for sale under the laws of the State of Iowa or the "blue sky"
laws and regulations of any other state, (ii) will carry no rating from any national
rating agency, and (iii) may not be readily marketable. The Lender agrees not to
offer, sell or transfer any of the Notes or make any change in registration of any of
the Notes without having first determined that the sale or transaction which
necessitates or prompts the transfer or change of registration may be made without
violating the Securities Act of 1933, the Iowa Uniform Securities Act and any
other applicable laws, rules or regulations.
7. The Lender and the City represent and agree that no financial advisory
relationship as defined by Rule G-23 of the Municipal Securities Rulemaking Board has
existed between them with respect to this Loan Agreement or presently exists between
them with respect to other similar matters and that no employee of the Lender is an
employee or official of the City.
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8. This Loan Agreement is executed pursuant to the provisions of Sections
384.24A and 384.25 of the City Code of Iowa, as amended, and shall be read and
construed as conforming to all provisions and requirements thereof.
1N WITNESS WHEREOF, we have hereunto affixed our signatures all as of the
date first above written.
CITY OF DUBUQUE, IOWA (City)
By:
Mayor
ATTEST:
City Clerk
(SEAL)
AMERICAN TRUST & SAVINGS BANK
(Lender)
By:
(Signature)
DCORNELL~3993 55\l \10422065
(Title)
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