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Issuance of $2,750,000 General Obligation Bonds I ~ e Council Member Buo 1 introduced the following resolution 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 Rabbi n s seconded the motion to adopt. The roll was called and the vote was, AYES: Buol, Cline, Duggan, Michalski, Nicholson, Robbins, Markham NAYS: None Whereupon, the Mayor declared the resolution duly adopted as follows: RESOLUTION NO. 221-00 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 ofIowa, $2,750,000 General Obligation Bonds, Series 2000B, dated June 1,2000, 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 rules, regulations, and requirements governing the registration, transfer and payment oCregistered Bonds; and -2- r e " 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$2,750,000 General Obligation Bonds, Series 2000B, dated June 1,2000. 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 ~ day Of/~ ,2000. Terrance M. Duggan, Mayor Attest: Jeanne F. Schneider, City Clerk " e - CIG-3 9/91 CERTIFICATE STATE OF IOWA ) ) SS ) COUNTY OF DUBUQUE I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office ofthe 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 ofIowa, 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 incvrporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS m~d and the seal of said Municipality hereto affixed this 6~ day of ~ ,2000. {/ fa- 'ty Clerk, Dubuque, Iowa SEAL DCORNELL\234502\ 1 \ 1 0422054 -4- ~ . . . . ~. .. AYES: Buol, Cline,r~ichalski, Nicholson. Robbins, Duggan, Markham NAYS: None Whereupon, the Mayor declared said Resolution duly adopted as follows: RESDLUTION NO. 22L-OO RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $2,750,000 GENERAL OBLIGATION BONDS, SERIES 2000B, 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 ofIowa; and 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 Code ofIowa and the Amended and Restated Urban Renewal Plan for the Downtown Dubuque Urban Renewal District, including but not limited to the construction of additional levels of parking spaces and expansion of the structured parking facility located on Iowa Street between Fifth and Sixth Streets, an essential corporate purpose, and it is deemed necessary and advisable that General Obligation Bonds in the amount of$2,750,000 be issued 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 ofIowa, 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: -3- . . . -. Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: . "Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant or such person's subrogee. . "Bonds" shall mean $2,750,000 General Obligation Bonds, Series 2000B, authorized to be issued by this Resolution. . "Cede & Co." shall mean Cede & Co., the nominee ofDTC, and any successor nominee ofDTC 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 may be amended from time to time in accordance with the terms thereof. . "DTC" shall mean The Depository Trust Company, a New York corporation, New York, New York. . "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 from the Issuer to DTC with respect to the Bonds. . "Ta'( 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. Levv 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 Bonds 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: AMOUNT FISCAL YEAR (JULY I TO JUNE 30) YEAR OF COLLECTION: . $409,338 $249,449 $243,839 $243,429 $242,629 $246,539 $244,869 $242,909 $240,659 $243,119 $239,999 $241,589 $237,599 2001/2002 2002/2003 2003/2004 2004/2005 2005/2006 2006/2007 2007/2008 2008/2009 2009/20 I 0 2010/2011 2011/2012 2012/2013 2013/2014 -5- . . . $238,319 $238,459 $238,019 $236,999 $235,399 $238,219 2014/2015 2015/2016 2016/2017 2017/2018 2018/2019 2019/2020 (NOTE: For example the levy to be made and certified against the taxable valuations of January 1,2000, will be collected during the fiscal year commencing July 1,2001). (b) Resolution to be Filed With County 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 Section 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 ofthe City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. Section 3. Bond Fund. Said tax shall be 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 BOND FUND 2000 NO. ONE" (the "Bond Fund"), which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Bonds hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion oftaxes received by the City from railway, express, telephone and telegraph companies and other taxes assessed by the Iowa State Department of Revenue. 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 -6- . 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 permitted by Chapter 12B, Code ofIowa, 1999 (formerly Chapter 452, Code ofIowa, 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 anyone financial institution shall be continuously secured in compliance with the State Sinking Fund provided under Chapter 12C of the Code of Iowa, 1999, as amended or otherwise by a valid pledge of direct obligations of the United States Govemment 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 of the City in the amount of $2,750,000, shall be issued pursuant to the provisions of Sections 384.24 and 384.25 of the City Code ofIowa for the aforesaid purpose. The Bonds shall be designated "GENERAL OBLIGATION BOND, SERIES 2000B", be dated June 1, 2000, and bear interest from the date thereof, until payment thereof, at the oftice of the Paying Agent, said interest payable on December 1,2000, 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 signature of the Mayor and attested by the manual signature of the Clerk, and impressed 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 otlice of the Paying Agent by mailing ofa 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 5.800% $ 90,000 2002 5.800 95,000 2003 5.800 95,000 2004 5.800 100,000 2005 5.800 105,000 2006 5.800 115,000 2007 5.800 120,000 2008 5.800 125,000 2009 5.800 130,000 2010 5.800 140,000 2011 5.800 145,000 2012 5.800 155,000 2013 5.800 160,000 2014 5.800 170,000 2015 5.800 180,000 2016 5.800 190,000 2017 5.800 200,000 2018 . 5.800 210,000 2019 5.875 225,000 2020 (b) Redemption. Bonds maturing after June 1,2009, 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. Ifselection by lot within a maturity is required, the Registrar shall designate the Bonds to be redeemed by random selection of the names of the . -8- . . . registered owners of the entire annual maturity until the total amount of Bonds to be called has been reached. Section 7.1. DTC - Registration. All of the Bonds shall be registered in the name of Cede & Co., as nominee for DTC. Payment of semiannual interest for any Bond registered in the name of Cede & Co. shall be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Bonds at the address indicated in or pursuant to the Representation Letter. Section 7.2. The Bonds shall be initially issued in the form of separate single authenticated fully registered bonds in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the registry books kept by the Paying Agent and Registrar in the name of Cede & Co., as nominee of DTC. The Paying Agent and Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to registered owners of Bonds under the Resolution of the Issuer, registering the transfer of Bonds, obtaining any consent or other action to be taken by registered owners of the Bonds and for all other purposes whatsoever; and neither the Paying Agent and Registrar nor the Issuer shall be affected by any notice to the contrary. Neither the Paying Agent and Registrar nor the Issuer shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the registration books of the Paying Agent and Registrar as being a registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any Participant; with respect to the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest on the Bonds, with respect to any notice which is permitted or required to be given to owners of Bonds under the Resolution, with respect to the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds. The Paying Agent and Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to Cede & Co. in accordance with the Representation Letter, and all such payments shall be valid and effective to fully satisfY and discharge the Issuer's obligations with respect to thc principal of and premium, ifany, and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the Issuer to make payments of principal of and premium, ifany, and interest. Upon delivery -9- . . . by DTC to the Paying Agent and Registrar ofwritlen notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with Section 7.7 hereof. Section 7.3. In the event the Issuer determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bond certificates, the Issuer may notify DTC and the Paying Agent and Registrar, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event, the Bonds will be transferable in accordance with Section 7.7 hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Issuer and the Paying Agent and Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with Section 7.7 hereof. Section 7.4. Notwithstanding any other provision of the Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively to DTC as provided in the Representation letter. Section 7.5. In connection with any notice or other communication to be provided to Bondholders by the Issuer or the Paying Agent and Registrar with respect to any consent or other action to be taken by Bondholders, the Issuer or the Paying Agent and Registrar, as the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible. Notice to DTC shall be given only when DTC is the sole Bondholder. Section 7.6. The execution and delivery of the Blanket Issuer Letter of Representations to DTC by the Issuer, in the form previously approved, is hereby ratified and confirmed. The Blanket Issuer Letter of Representations shall set forth certain matters with respect to, among other things, notices, consents and approvals by Bondholders and payments on the Bonds. Section 7.7. In the event that any transfer or exchange of the Bonds is permitted under Section 7.2 or 7.3 hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar from the registered owners thereof of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee. In the event Bond certificates are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, or other securities depository as holder of -10- . all the Bonds, the provisions of the Resolution shall also apply to, among other things, the printing of such certificates and the method of payment of principal of and interest on such certificates. Section 7.8. The officers of the Issuer are hereby authorized and directed to prepare and furnish to said purchaser, and to the attorneys approving the legality of said Bonds, certified copies of such proceedings, ordinances, resolutions and records and all such certificates and affidavits and other instruments as may be required to evidence the legality and marketability of said bonds, and all certified copies, certificates, affidavits and other instruments so furnished, including any heretofore furnished, shall constitute representations of the Issuer as to the correctness of all facts stated or recited therein. 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 Uniform Commercial Code and Section 384.31 of the Code ofIowa, 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 ofa 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 -11- . 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 ofthis 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. . (t) 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 ifany bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to the Paying Agent for the benefit of tlle owner thereof, all liability of the Issuer to the owner thereoffor such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, whereupon any claim under -12- . . . . 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 expense, 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. Destroved. 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 oflike tenor and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 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 II. Execution. Authentication and Delivery of the Bonds. Upon the adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of the 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: -13- . . . 1. A certified copy of the Resolution ofIssuer authorizing the issuance of the Bonds; 2. A written order ofIssuer signed by the Treasurer of the Issuer directing the authentication and delivery of the Bonds to or upon the order of the Purchaser upon payment of the purchase price as set forth therein; 3. The approving opinion of Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, 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. -14- . . . , . 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: I (6) I I (6) I I (7) I I (8) I I (1) I . I (2) I I (3) I I (4) I I (5) I (9) I (9a) I (10) (Continued on the back of this Bond) I (11)(12)(13) I I (14) I I (15) I FIGURE 1 (Front) -15- . . (10) (Continued) (16) FIGURE 2 (Back) . -16- . 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 2000B" Item 2, figure 1 = Rate: - Item 3, figure 1 = Maturity: Item 4, figure 1 = Bond Date: June 1,2000 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, on the maturity date indicated above, to Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10, figure 1 = or registered assigns, the principal sum of (principal amount written out) THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the designated office of Wells Fargo Bank Iowa, National Association, Paying Agent of this issue, or its successor, with interest on said sum from the date hereof until paid at the rate per annum specified above, payable on December 1,2000, and semiannually thereafter on the 1 st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Bond as shown on the records of ownership maintained by the Registrar as of the 15th day preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. . Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent -17- . 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 ofDTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative ofDTC), 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. 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 aiding in the planning, undertaking and carrying out of urban renewal project activities under the authority of Chapter 403 of the Code ofIowa and the Amended and Restated Urban Renewal Plan for the Downtown Dubuque Urban Renewal District, including but not limited to the construction of additional levels of parking spaces and expansion of the structured parking facility located on Iowa Street between Fifth and Sixth Streets, in conformity to a Resolution of the Council of said City duly passed and approved. . Bonds maturing after June 1,2009, 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. . 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 ol1ice 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 -18- . . . 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 384.31 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. STATEMENT OF INSURANCE MBIA Insurance Corporation (the "Insurer") has issued a policy containing the following provisions, such policy being on file at Wells Fargo Bank Iowa, National Association, Des Moines, Iowa. The Insurer, in consideration of the payment of the premium and subject to the terms of this policy, hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the following described obligations, the full and complete payment required to be made by or on behalf ofthe Issuer to Wells Fargo Bank Iowa, National Association or its successor (the "Paying Agent") of an amount equal to (i) the principal of (either at the stated maturity or by any advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Obligations (as that term is defined below) as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration); and (ii) the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean: $2,750,000 City of Dubuque, Iowa General Obligation Bonds, Series 2000B Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by -19- . . . * registered or certified mail, by the Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured Amount for which is then due, that such required payment has not been made, the Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with State Street Bank and Trust Company, N.A., in New York, New York, or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or presentment of such other proof of ownership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment of the Insured Amounts due on the Obligations as are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer as agent for such owners of the Obligations in any legal proceeding related to payment ofInsured Amounts on the Obligations, such instruments being in a form satisfactory to State Street Bank and Trust Company, N.A. State Street Bank and Trust Company, N.A., shall disburse to such owners or the Paying Agent payment of such Insured Amounts due on such Obligations, less any amount held by the Paying Agent for the payment of such Insured Amounts and legally available therefor. This policy does not insure against loss of any prepayment premium which may at any time be payable with respect to any Obligation. As used herein, the term "owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent, the Issuer, or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreement with the Issuer constitutes the underlying security for the Obligations. Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk, New York 10504 and such service of process shall be valid and binding. This policy is non-cancellable for any reason. The premium on this policy is not refundable for any reason including the payment prior to maturity of the Obligations. MBIA Insurance Company And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State ofIowa, 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 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 Bond as the -20- . . . 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 Bond, does not exceed the constitutional or statutory limitations. IN 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 = Date of authentication: Item 12, figure 1 = 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 Corporate Trust Operations MAC N9303-121 Sixth & Marquette Avenue Minneapolis, MN 55479 SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure I = (Seal) Item 15, figure I = [Signature Block] CITY OF DUBUQUE, IOWA By: (manual signature) Mayor -21- . . . A TIEST: 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) SIGNATURE ) GUARANTEED) IMPORTANT - READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) or bond(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name ofTransf.::ree(s) -22- . . . Address ofTransferee(s) Social Security or Tax Identification Number of Trans feree( s) Transferee is a(n): Individual* Partnership Corporation Trust *Ifthe 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 IT 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) 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 IS. Non-Arbitrage Covenants. The Issuer reasonably expects and covcnants that no use will be made of the proceeds from the issuance and sale of the Bonds issued hcrcunder 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 amcndcd, and that throughout the term of the Bonds it will comply with the rcquircmcnts of statutes and regulations issued thereunder. -23- . . . ., .. 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 shaIl not affect any of the remaining provisions hereof, and this Resolution shaIl 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, 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 ta"\( purposes. Section 18. Additional Covenants. Reoresentations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Bonds from time to time outstanding that the Issuer through its officers, (a) will make such further specitic covenants, representations and assurances as may be necessary or advisable; (b) comply with nIl representations, covenants and assurances contained in the Tax Exemption Certi ticate, 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 de tined in the Tnx Exemption Certificate); (d) pay to the United States, as necessary, such sums of money represcnting required rebates of excess arbitrage profits relating to -24- . . . ., .. the Bonds; (e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, fmancial advisors, attorneys and other persons to assist the Issuer in such compliance. Section 19. Amendment of Resolution to Maintain Tax Exemotion. 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 maintain tax exemption with respect to the Bonds under applicable Federal law or regulations. Section 20. Oualified 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 SOl(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. . PASSED AND APPROVED this 6:/L day of ~ 2000. (/ /// Mayor ATTEST: ~r~L;{t?n) VCity Clerk -25- . . . " ,- <( CIG-3 9/91 CERTIFICATE STATE OF IOWA ) ) SS ) COUNTY OF DUBUQUE I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code ofIowa, 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 Z and the seal of said Municipality hereto affixed this 5-14- day of "A/ , 2000. t/ ~~ ~ty Clerk, Dubuque, Iowa SEAL DCORNELL\2345551 I II 0422054 -26-