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Complete Action GO Urban Renewal Bonds 2012 A and GO Bonds 2012 BMasterpiece on the Mississippi February 14, 2012 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager Dubuque bierd All-America City 1 2007 SUBJECT: Proceedings to Complete Action on Issuance of $4,380,000 General Obligation Urban Renewal Bonds, Series 2012A and $7,495,000 General Obligation Bonds, Series 2012B Budget Director Jennifer Larson recommends City Council approval of the suggested proceedings to complete the action required on the recent Series 2012A and 2012B bond issuance. The Series 2012A bonds will provide $4,300,000 to pay costs associated with the construction of an intermodal transportation center. The City has received a State of Good Repairs grant for $8 million for the construction of the intermodal transportation center which has a 30% local match requirement ($3.4 million). The amount included in this borrowing for the intermodal transportation center is $900,000 more than the required local match due to including a 25% contingency in the project cost. In addition, the City has applied for a Transit Investments for Greenhouse Gas and Energy Reduction (TIGGER) grant, Bus Livability grant and Transportation Investment Generating Economic Recovery (TIGER) grant for the remaining cost of the intermodal transportation center. The intermodal transportation center will be a transit central hub for passenger rail, buses and taxis and provide a parking structure with 253 -300 parking stalls. The final design on the intermodal transportation center will be completed in early 2012, construction bids completed in the spring 2012, and start of construction in summer 2012 with completion in summer 2013. The Series 2012B bonds will provide $3,400,000 to pay costs of street improvements related to East 7th and Commercial Street reconstruction and related improvements. The East 7th Street and Commercial Street reconstruction is a $4.1 million project, with $680,892 paid through a State of Iowa Department of Transportation Revitalize Iowa's Sound Economy (RISE) grant. This will connect downtown Dubuque to the Historic Millwork District and the Port of Dubuque with a connection from the railroad underpass near the Shot Tower on the east to near the Iowa Street parking ramp on the west. In addition, $1,725,000 is intended to provide funds to pay costs of two -way street traffic conversion from 9th to 11th Streets. Converting the streets to two -way from 9th to 11th Streets will better accommodate all modes of transportation including pedestrians, bicycles and buses, allow for greater vehicular access to businesses that locate in the Historic Millwork District and strengthen transportation connections to the Central Business District. Of the bond amount, $350,000 is intended to provide funds to pay overages of Historic Millwork District "complete streets" improvements caused by additional work needing to be performed on 9th and 10th Streets due to the street pavement being in very poor condition. Finally, $1,950,000 is intended to provide funds for the refunding and refinancing of the General Obligation Capital Loan Notes, Series 2010F, dated September 20, 2010 which were issued as a short -term borrowing for the construction of the bridges of Lower Bee Branch. I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C. Van Milligen MCVM /jml Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Jennifer Larson, Budget Director Kenneth TeKippe, Finance Director 2 Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: Jennifer Larson, Budget Director Dubuque bierd All-America City 1 2007 SUBJECT: Proceedings to Complete Action on Issuance of $4,380,000 General Obligation Urban Renewal Bonds, Series 2012A and $7,495,000 General Obligation Bonds, Series 2012B DATE: February 14, 2012 INTRODUCTION The purpose of this memorandum is to recommend proceedings to complete the action required on the Series 2012A and 2012B bond issuances. DISCUSSION The Series 2012A bonds will provide $4,300,000 to pay costs associated with the construction of an intermodal transportation center. The City has received a State of Good Repairs grant for $8 million for the construction of the intermodal transportation center which has a 30% local match requirement ($3.4 million). The amount included in this borrowing for the intermodal transportation center is $900,000 more than the required local match due to including a 25% contingency in the project cost. In addition, the City has applied for a Transit Investments for Greenhouse Gas and Energy Reduction (TIGGER) grant, Bus Livability grant and Transportation Investment Generating Economic Recovery (TIGER) grant for the remaining cost of the intermodal transportation center. The intermodal transportation center will be a transit central hub for passenger rail, buses and taxis and provide a parking structure with 253 -300 parking stalls. The final design on the intermodal transportation center will be completed in early 2012, construction bids completed in the spring 2012, and start of construction in summer 2012 with completion in summer 2013. The Series 2012B bonds will provide $3,400,000 to pay costs of street improvements related to East 7th and Commercial Street reconstruction and related improvements. The East 7th Street and Commercial Street reconstruction is a $4.1 million project, with $680,892 paid through a State of Iowa Department of Transportation Revitalize Iowa's Sound Economy (RISE) grant. This will connect downtown Dubuque to the Historic Millwork District and the Port of Dubuque with a connection from the railroad underpass near the Shot Tower on the east to near the Iowa Street parking ramp on the west. In addition, $1,725,000 is intended to provide funds to pay costs of two -way street traffic conversion from 9th to 11th Streets. Converting the streets to two -way from 9th to 11th Streets will better accommodate all modes of transportation including pedestrians, bicycles and buses, allow for greater vehicular access to businesses that locate in the Historic Millwork District and strengthen transportation connections to the Central Business District. Of the bond amount, $350,000 is intended to provide funds to pay overages of Historic Millwork District "complete streets" improvements caused by additional work needing to be performed on 9th and 10th Streets due to the street pavement being in very poor condition. Finally, $1,950,000 is intended to provide funds for the refunding and refinancing of the General Obligation Capital Loan Notes, Series 2010F, dated September 20, 2010 which were issued as a short -term borrowing for the construction of the bridges of Lower Bee Branch. The first resolution appoints Wells Fargo Bank, National Association of Des Moines, Iowa to serve as paying agent, bond registrar, and transfer agent, approves the paying agent and bond registrar and transfer agent agreement and authorizes the execution of the agreement. The second resolution authorizes the issuance of Series 2012A and 2012B bonds. The resolution also incorporates by reference the form of the Tax Certificate and Continuing Disclosure Certificate. A letter from attorney William Noth detailing information on the bond issuance is enclosed. This is the final City Council action required on the bond issuance. RECOMMENDATION I respectfully recommend the adoption of the enclosed resolutions to complete the action required on the Series 2012A and 2012B bond issuance. JML Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Kenneth TeKippe, Finance Director 2 AHLERS &COONEY, P.C. 100 COURT AVENUE. SUITE 600 DES MOINES. IOWA 50309 -2231 PHONE: 515 -243 -7611 FAX: 515 -243 -2149 WWWAHLERSLAW.COM William .1. Roth wnoth@ahlerslaw.com February 13, 2012 Ms. Jenny Larson Budget Director City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 RE: $4,380,000 General Obligation Urban Renewal Bonds, Series 2012A Dear Ms. Larson: Enclosed are documents to complete Council action in connection with the authorization for the issuance of the above Bonds. Direct Dial: (515)246 -0332 The Council procedure and closing documents consist of the following: 1. Resolution Appointing Registrar and Paying Agent. This resolution appoints Wells Fargo Bank, National Association to serve as Registrar and Paying Agent. 2. Resolution authorizing the issuance of the Bonds. The resolution also incorporates by reference the form of the Tax Exemption Certificate and the Continuing Disclosure Certificate. There are blank spaces appearing in the form of Bond set out in the resolution. These need not be completed but may be left blank as a guide since different amounts, dates and percents will be inserted within the blank spaces. The resolution must be adopted by an affirmative vote equal to a majority of the full Council membership. 3. Tax Exemption Certificate. The Tax Exemption Certificate sets out in detail a number of facts, promises and obligations which must be met and agreed to by the City in order to maintain these Bonds as tax exempt. This Certificate may contain some blank spaces relating to matters of information dependent upon the resale price of the Bonds which are not known and available at this time. The information will be calculated and WISHARD & BAILY - 1888; GUERNSEY & BAILY - 1893; BAILY & STIPP - 1901; STIPP, PERRY. BANNISTER & STARZINGER -1914; BANNISTER. CARPENTER. February 13, 2012 Page 2 added to this certificate prior to closing and completed copies of pages with blank spaces will be provided to you. This certificate should be SIGNED BUT NOT DA'Z'ED. Please return the "Complete and Return" copy and Purchaser's copy to our office prior to closing. 4. Continuing Disclosure Certificate. The form of Continuing Disclosure Certificate, which is described in detail below, is included for approval by the Council under the Resolution authorizing issuance. This Certificate also should be signed by the Mayor and the Clerk but not dated. Please return the "Complete and Return" copy and Purchaser's copy to us prior to closing. 5. Original Bonds Nos. 1 -18, inclusive. The original Bonds are enclosed to be executed by the Mayor and the Clerk in the spaces provided and impressed with the City's seal. The Registrar also needs to sign the same. The Date of Authentication will be the date of closing. Tags are attached to Bond No. 1 showing where signatures and seal should appear on all Bonds. Please have the executed Bonds returned to us as soon as possible so that they can be delivered to the Registrar for authentication and forwarded to DTC prior to closing. 6. Delivery Certificate. This certificate also should be signed, BUT NOT DATED. Please return the "Complete and Return" copy and Purchaser's copy to my attention prior to closing. 7. Transcript Certificate. This certificate is to be executed and sealed in the manner indicated on the second page and may be dated at the time of completion. A. notary attestation for all official signatures is requested. Please return the "Complete and Return" copy to my attention prior to closing. 8. Authentication Order. Please execute and date all copies and return the "Complete and Return" copy and Registrar's copy to my attention prior to closing. 9. County Auditor's Certificate. A true copy of the authorizing resolution as adopted is to be certified and filed with the Auditor of Dubuque County. The Auditor is asked to certify to such filing on the lower portion of the certificate. Please return the "Complete and Return" copy to my attention prior to closing. 10. Form 8038-G -- Information Return for Tax Exempt Governmental Obligations. Please sign, but do not date, and return the form to us prior to closing. February 13, 2012 Page 3 11. Paying Agent; Registrar and Transfer Agent Agreement. Please execute and return all copies to us. We will obtain signatures from Wells Fargo Bank, National Association and an executed copy will be provided to you after closing. Tax Exemption The Tax Exemption Certificate is an important document and contains important information concerning the calculated yield on the Bonds and a number of covenants and obligations on the part of the City. This certificate should be retained along with all of your records regarding the use of proceeds, expenditure dates and investment information needed to comply with IRS guidelines. I will not attempt to summarize all of the matters which are included in this certificate but I do want to point out some important ones. Tax exemption is based in part upon the fact that the use of the facilities to be acquired by the City with the proceeds will be for the benefit of the public and will not be used in the private trade or business of any business or non - tax - exempt entity. The properties acquired with the Bond proceeds must not be sold or diverted to any private or nonpublic use unless the significance of that action is reviewed by bond counsel. The Tax Exemption Certificate sets forth the best knowledge and belief which you have as of today concerning the timely expenditure of the proceeds as the City reasonably expects expenditures to occur. If for any reason the City finds it will be prevented from expending the Bond proceeds fully within three years, that matter should be referred to us. ■ These Bonds are also issued under the expectation that the City will be exempt from the requirement to rebate arbitrage earnings to the United States Government since you intend to spend the proceeds of the Bonds for construction purposes within two (2) years of issuance and meet the other requirements of the two -year expenditure exemption from the rebate provisions. There are a number of other general promises and commitments by the City to take or refrain from action, which are necessary to maintain the tax exemption of these Bonds. You should recognize that these promises and commitments are required of the City on an ongoing basis and that the possibility of some additional future action does exist. February 13, 2012 Page 4 Continuing Disclosure Certificate Securities and Exchange Commission Rule 15c2 -12 prohibits the underwriting and recommendation to the public of municipal securities for which adequate secondary market information is not available. The rules apply generally to any municipal offering over $1,000,000. The City therefore has an obligation to provide continuing disclosure to the marketplace while the Bonds are outstanding. The applicable covenants and duties of the City are outlined in the Continuing Disclosure Certificate. The Continuing Disclosure Certificate requires the City to provide annual fmancial information and operating data to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system ( "EMMA ") so long as the Bonds are outstanding, and also to provide notice to EMMA if certain events occur. This information and data must be sent in "searchable PDF" form. You should ensure that your audit and operating data will be available in that format so you may comply. The events which must be reported are detailed in the certificate, but other events which would be of concern to the rating agencies or bondholders also should be considered for disclosure under the anti -fraud provisions of the federal securities laws. These disclosure requirements are ongoing and it will be important to designate an appropriate contact person who will have a primary responsibility for preparing and coordinating the filing of the annual financial information; operating data and any event notices. The penalties for violation of the rule fall ultimately on the issuer of the bonds, because underwriters may be precluded from agreeing to underwrite or bid on bonds of issuers who have not complied with their disclosure obligations. Failure to comply therefore may result in fewer bids and ultimately no bids or the inability to secure an underwriter for an issue. Closing Matters. As you know, closing of this issue is scheduled to occur on or about March 15, 2012. At the time of closing, the "Purchaser's" copies of the above items will be delivered to the Purchaser of the Bonds in exchange for the agreed purchase price. Our legal opinion also will be delivered to the Purchaser at that time. February 13, 2012 Page 5 Should you have any questions, or if we can be of any assistance in completing the enclosed items, please don't hesitate to contact me. Very truly yours, William J. Noth WJN:dc Encl. cc: Ken TeKippe (w /encl.) Tionna Pooler (w /encl.) 00845250 - 1\10422 -130 AHLERS &COONEY, P.C. 100 COURT AVENUE. SUITE 600 DES MOINES. IOWA 50309 -2231 PHONE: 515 -243 -7611 FAX; 515 -243 -2149 WWW.AHLERSLAW.COM William J. Noth wnothaahlerslaw.com February 13, 2012 Ms. Jenny Larson Budget Director City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 RE: $7,495,000 General Obligation Bonds, Series 2012B Dear Ms. Larson: Enclosed are documents to complete Council action in connection with the authorization for the issuance of the above Bonds. The Council procedure and closing documents consist of the following: Direct Dial: (515)246 -0332 1. Resolution Appointing Registrar and Paying Agent. This resolution appoints Wells Fargo Bank, National Association to serve as Registrar and Paying Agent. 2. Resolution authorizing the issuance of the Bonds. The resolution also incorporates by reference the form of the Tax Exemption Certificate and the Continuing Disclosure Certificate. There are blank spaces appearing in the form of Bond set out in the resolution. These need not be completed but may be left blank as a guide since different amounts, dates and percents will be inserted within the blank spaces. The resolution must be adopted by an affirmative vote equal to a majority of the full Council membership. 3. Tax Exemption Certificate. The Tax Exemption Certificate sets out in detail a number of facts, promises and obligations which must be met and agreed to by the City in order to maintain these Bonds as tax exempt. This Certificate may contain some blank spaces relating to matters of information dependent upon the resale price of the Bonds which are not known and available at this time. The information will be calculated and WISHARD & BAILY - 1888; GUERNSEY & BAILY - 1893; BAILY & STIPP -1901: STIPP. PERRY, BANNISTER & STARZINGER - 1914; BANNISTER, CARPENTER. AHLERS & COONEY - 1950; AHLERS, COONEY. DORWEILER, ALLBEE, HAYNIE & SMITH - 1974: AHLERS, COONEY. DORWEILER, HAYNIE. SMITH & ALLBEE. P.C. -1990 February 13, 2012 Page 2 added to this certificate prior to closing and completed copies of pages with blank spaces will be provided to you. This certificate should be SIGNED BUT NOT DATED. Please return the "Complete and Return" copy and Purchaser's copy to our office prior to closing. 4. Continuing Disclosure Certificate. The form of Continuing Disclosure Certificate, which is described in detail below, is included for approval by the Council under the Resolution authorizing issuance. This Certificate also should be signed by the Mayor and the Clerk but not dated. Please return the "Complete and. Return" copy and Purchaser's copy to us prior to closing. 5. Original Bonds Nos. 1 -19, inclusive. The original Bonds are enclosed to be • executed by the Mayor and the Clerk in the spaces provided and impressed with the City's seal. The Registrar also needs to sign the same. The Date of Authentication will be the date of closing. Tags are attached to Bond No. 1 showing where signatures and seal should appear on all Bonds. Please have the executed Bonds returned to us as soon as possible so that they can be delivered to the Registrar for authentication and forwarded to DTC prior to closing. 6. Delivery Certificate. This certificate also should be signed, BUT NOT DATED. Please return the "Complete and Return" copy and Purchaser's copy to my attention prior to closing. 7. Transcript Certificate. This certificate is to be executed and sealed in the manner indicated on the second page and may be dated at the time of completion. A notary attestation for all official signatures is requested. Please return the "Complete and Return" copy to my attention prior to closing. 8. Authentication Order. Please execute and date all copies and return the "Complete and Return" copy and Registrar's copy to my attention prior to closing. 9. County Auditor's Certificate. A true copy of the authorizing resolution as adopted is to be certified and filed with the Auditor of Dubuque County. The Auditor is asked to certify to such filing on the lower portion of the certificate. Please return the "Complete and Return" copy to my attention prior to closing. 10. Form 8038 -G -- Information Return for Tax Exempt Governmental Obligations. Please sign, but do not date, and return the form to us prior to closing. February 13, 2012 Page 3 11. Paying Agent; Bond Registrar and Transfer Agent Agreement. Please execute and return all copies to us. We will obtain signatures from Wells Fargo Bank, National Association and an executed copy will be provided to you after closing. Tax Exemption The Tax Exemption Certificate is an important document and contains important information concerning the calculated yield on the Bonds and a number of covenants and obligations on the part of the City. This certificate should be retained along with all of your records regarding the use of proceeds, expenditure dates and investment information needed to comply with IRS guidelines. I will not attempt to summarize all of the matters which are included in this certificate but I do want to point out some important ones. Tax exemption is based in part upon the fact that the use of the facilities to be acquired by the City with the proceeds will be for the benefit of the public and will not be used in the private trade or business of any business or non - tax - exempt entity. The properties acquired with the Bond proceeds must not be sold or diverted to any private or nonpublic use unless the significance of that action is reviewed by bond counsel. The Tax Exemption Certificate sets forth the best knowledge and belief which you have as of today concerning the timely expenditure of the proceeds as the City reasonably expects expenditures to occur. If for any reason the City finds it will be prevented from expending the Bond proceeds fully within three years, that matter should be referred to us. These Bonds are also issued under the expectation that the City will be exempt from the requirement to rebate arbitrage earnings to the United States Government since you intend to spend the proceeds of the Bonds for construction purposes within two (2) years of issuance and meet the other requirements of the two -year expenditure exemption from the rebate provisions. There are a number of other general promises and commitments by the City to take or refrain from action, which are necessary to maintain the tax exemption of these Bonds. You should recognize that these promises and commitments are required of the City on an ongoing basis and that the possibility of some additional future action does exist. February 13, 2012 Page 4 Continuing Disclosure Certificate Securities and Exchange Commission Rule 15c2 -12 prohibits the underwriting and recommendation to the of public municipal securities for which adequate secondary market information is not available. The rules apply generally to any municipal offering over $1,000,000. The City therefore has an obligation to provide continuing disclosure to the marketplace while the Bonds are outstanding. The applicable covenants and duties of the City are outlined in the Continuing Disclosure Certificate. The Continuing Disclosure Certificate requires the City to provide annual financial information and operating data to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system ( "EMMA ") so long as the Bonds are outstanding, and also to provide notice to EMMA if certain events occur. This information and data must be sent in "searchable PDF" form. You should ensure that your audit and operating data will be available in that format so you may comply. The events which must be reported are detailed in the certificate, but other events which would be of concern to the rating agencies or bondholders also should be considered for disclosure under the anti -fraud provisions of the federal securities laws. These disclosure requirements are ongoing and it will be important to designate an appropriate contact person who will have a primary responsibility for preparing and coordinating the filing of the annual financial information, operating data and any event notices. The penalties for violation of the rule fall ultimately on the issuer of the bonds, because underwriters may be precluded from agreeing to underwrite or bid on bonds of issuers who have not complied with their disclosure obligations. Failure to comply therefore may result in fewer bids and ultimately no bids or the inability to secure an underwriter for an issue. Closing Matters. As you know, closing of this issue is scheduled to occur on or about March 15, 2012. At the time of closing, the "Purchaser's" copies of the above items will be delivered to the Purchaser of the Bonds in exchange for the agreed purchase price. Our legal opinion also will be delivered to the Purchaser at that time. February 13, 2012 Page 5 Should you have any questions, or if we can be of any assistance in completing the enclosed items, please don't hesitate to contact me. Very truly yours, William J. Noth WJN:dc Encl. cc: Ken TeKippe (w /encl.) Tionna Pooler (w /encl.) 00845297 -1 \10422 -130 (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of the City of Dubuque, Iowa. Date of Meeting: February 20, 2012. Time of Meeting: 6:30 o'clock P M. Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for the meeting is as follows: $4,380,000 General Obligation Urban Renewal Bonds, Series 2012A. • Approval of Tax Exemption Certificate. • Approval of Continuing Disclosure Certificate. • Resolution authorizing the issuance. Such additional matters as are set forth on the additional 22 page(s) attached hereto. (number) This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of the governmental body. / Clerk, City of Dubuque, Iowa February 20, 2012 The City Council of the City of Dubuque, Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the above date. There were present Mayor Roy D. Buol in the chair, and the following named Council Members: Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David Resnick, Lynn Sutton Absent: 1 Council Member Briag moved that the form of Tax Exemption Certificate be placed on file and approved. Council Member Connors seconded the motion. The roll was called and the vote was, AYES: Connors, Jones, Lynch, Resnick, Sutton, Braig, Buol NAYS: Council Member Braig moved that the form of Continuing Disclosure Certificate be placed on file and approved. Council Member Connors seconded the motion. The roll was called and the vote was, AYES: Connors, Jones, Lynch, Resnick, Sutton, Braig, Buol NAYS: Council Member Braig introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $4,380,000 GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2012A, AND LEVYING A TAX TO PAY SAID BONDS" and moved that it be adopted. Council Member Connors seconded the motion to adopt, and the roll being called thereon, the vote was as follows: 2 AYES: Connors, Jones, Lynch, Resnick, Sutton, Braig, Buol NAYS: Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTION NO. 53 -12 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $4,380,000 GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2012A, AND LEVYING A TAX TO PAY SAID BONDS WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS, the Issuer is in need of 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 of Iowa and the Amended and Restated Urban Renewal Plan for the Greater Downtown Urban Renewal District, including those costs associated with the construction of an intermodal transportation center, an essential corporate purpose, and it is deemed necessary and advisable that General Obligation Urban Renewal Bonds 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 to the amount of not to exceed $5,000,000, and the Council is therefore now authorized to proceed with the issuance of $4,380,000 General Obligation Urban Renewal Bonds, Series 2012A; and WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the above mentioned Bonds were heretofore sold at public sale and action should now be taken to issue said Bonds conforming to the terms and conditions of the best bid received at the advertised public sale. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DUBUQUE, IOWA: 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: • "Authorized Denominations" shall mean $5,000 or any integral multiple thereof • "Beneficial Owner" shall mean the person in whose name such Bond is recorded as the beneficial owner of a Bond by a Participant on the records of such Participant or such person's subrogee. • "Bond Fund" shall mean the fund created in Section 3 of this Resolution. • "Bonds" shall mean $4,380,000 General Obligation Urban Renewal Bonds, Series 2012A, authorized to be issued by this Resolution. • "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. • "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the Issuer and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof • "Depository Bonds" shall mean the Bonds as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. • "DTC" shall mean The Depository Trust Company, New York, New York, a limited purpose trust company, or any successor book -entry securities depository appointed for the Bonds. • "Issuer" and "City" shall mean the City of Dubuque, Iowa. • "Participants" shall mean those broker - dealers, banks and other financial institutions for which DTC holds Bonds as securities depository. • "Paying Agent" shall mean Wells Fargo Bank, 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. 4 • "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. • "Registrar" shall mean Wells Fargo Bank, National Association of Minneapolis, Minnesota, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds. • "Representation Letter" shall mean the Blanket Issuer Letter of Representations executed and delivered by the Issuer to DTC on file with DTC. "Resolution" shall mean this resolution authorizing the Bonds. • "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Bonds. • "Treasurer" shall mean the Finance Director 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. Levy and Certification of Annual Tax; Other Funds to be Used. (a) Levy of Annual Tax. That for the purpose of providing funds to pay the principal and interest of the 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: FISCAL YEAR (JULY 1 TO JUNE 30) AMOUNT YEAR OF COLLECTION $124,881 2012/2013 $308,113 2013/2014 $304,013 2014/2015 $304,913 2015/2016 $300,713 2016/2017 $301,513 2017/2018 $302,213 2018/2019 $302,813 2019/2020 $298,313 2020/2021 $298,813 2021/2022 $304,213 2022/2023 $304,113 2023/2024 $303,600 2024/2025 $307,663 2025/2026 $311,163 2026/2027 $309,413 2027/2028 $311,850 2028/2029 $318,300 2029/2030 $319,300 2030/2031 (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 2011 will be collected during the fiscal year commencing July 1, 2012.) (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 of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. 6 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 URBAN RENEWAL BOND FUND 2012A" (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 of taxes received by the City from property that is centrally assessed by the State of Iowa. Section 4. Application of Bond Proceeds. Proceeds of the Bonds other than accrued interest except as may be provided below shall be credited to the Project Fund and expended therefrom for the purposes of issuance. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bonds at any time that other funds shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and not immediately required for its purposes may be invested not inconsistent with limitations provided by law or this Resolution. Accrued interest, if any, shall be deposited in the Bond Fund. Section 5. Investments of Bond Fund Proceeds. All moneys held in the Bond Fund, provided for by Section 3 of this Resolution shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2011, as amended, or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with Chapter 12C of the Code of Iowa, 2011, as amended, or otherwise by a valid pledge of direct obligations of . the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Bonds as herein provided. Section 6. Bond Details, Execution and Redemption. (a) Bond Details. General Obligation Urban Renewal Bonds of the City in the amount of $4,380,000, shall be issued pursuant to the provisions of Sections 403.12 and 384.25 of the Code of Iowa for the aforesaid purpose. The Bonds shall be designated "GENERAL OBLIGATION URBAN RENEWAL BOND, SERIES 2012A ", be dated the date of delivery, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2012, and semiannually thereafter on the 1st day of June and December in each year until maturity at the rates hereinafter provided. 7 The Bonds shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Bond. The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as follows: Principal Interest Maturity Amount Rate June 1st $205,000 2.000% 2014 $205,000 2.000% 2015 $210,000 2.000% 2016 $210,000 2.000% 2017 $215,000 2.000% 2018 $220,000 2.000% 2019 $225,000 2.000% 2020 $225,000. 2.000% 2021 $230,000 2.000% 2022 $240,000 2.125% 2023 $245,000 2.250% 2024 $250,000 2.375% 2025 $260,000 2.500% 2026 $270,000 2.500% 2027 $275,000 2.750% 2028 $285,000 3.000% 2029 $300,000 3.000% 2030 $310,000 3.000% 2031 (b) Redemption. Bonds maturing after June 1, 2020 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. -8 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. Section 7. Issuance of Bonds in Book -Entry Form; Replacement Bonds. (a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange of Depository Bonds for Bonds in the Authorized Denominations, the Bonds shall be issued as Depository Bonds in denominations of the entire principal amount of each maturity of Bonds (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount); and such Depository Bonds shall be registered in the name of Cede & Co., as nominee of DTC. Payment of • semi - annual interest for any Depository Bond shall be made by wire transfer or New York 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. (b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent shall have any responsibility or obligation to any Participant or to any Beneficial Owner. Without limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its nominee or of any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any notice with respect to the Bonds, (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any amount with respect to the principal of, premium, if any, or interest on the Bonds, or (iv) the failure of DTC to provide any information or notification on behalf of any Participant or Beneficial Owner. The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its nominee to be, the absolute owner of each Bond for the purpose of payment of the principal of, premium, if any, and interest on such Bond, for the purpose of all other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever (except for the giving of certain Bond holder consents, in accordance with the practices and procedures of DTC as may be applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the Bondholders as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of, premium, if any, and interest on the Bonds to the extent so paid. Notwithstanding the provisions of this Resolution to the contrary (including without limitation those provisions relating to the surrender of Bonds, registration thereof, and issuance in Authorized Denominations), as -9- long as the Bonds are Depository Bonds, full effect shall be given to the Representation Letter and the procedures and practices of DTC thereunder, and the Paying Agent shall comply therewith. (c). Upon (i) a determination by the, Issuer that DTC is no longer able to carry out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the Bonds are no longer eligible for its depository services or (iii) a determination by the Paying Agent that DTC has resigned or discontinued its services for the Bonds, if such substitution is authorized by law, the Issuer shall (A) designate a satisfactory substitute depository as set forth below or, if a satisfactory substitute is not found, (B) provide for the exchange of Depository Bonds for replacement Bonds in Authorized Denominations. (d) To the extent authorized by law, if the Issuer determines to provide for the exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall so notify the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated Bonds to be so exchanged. The Registrar shall thereupon notify the owners of the Bonds and provide for such exchange, and to the extent that the Beneficial Owners are designated as the transferee by the owners, the Bonds will be delivered in appropriate form, content and Authorized Denominations to the Beneficial Owners, as their interests appear. (e) Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and transfer of interests in Depository Bonds by book entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Bonds in accordance with and as such interests may appear with respect to such book entries. Section 8. Registration of Bonds; Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation. (a) Registration. The ownership of Bonds may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Bonds, and in no other way. Wells Fargo Bank, 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 of Iowa, subject to the - 10 - provisions for registration and transfer contained in the Bonds and in this Resolution. (b) Transfer. The ownership of any Bond may be transferred only upon the Registration Books kept for the registration and transfer of Bonds and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Bond (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Bond, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. (c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds, in accordance with the provisions of this Resolution. (d) Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. (e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. (f) Non - Presentment of Bonds. In the event any payment check representing payment of principal of or interest on the Bonds is returned to the Paying Agent or if any bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Bonds. The Paying Agent's obligation to hold such 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 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, Destroyed, Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory 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 of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Bonds to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Bond to the Paying Agent. Section 11. Execution, Authentication and Delivery of the Bonds. Upon the adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to 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 - 12 - 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: 1. A certified copy of the Resolution of Issuer authorizing the issuance of the Bonds; 2. A written order of Issuer 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, P.C., Bond Counsel, concerning the validity and legality of all the Bonds proposed to be issued. 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 bondholder. 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: (6) (7) (6) (8) (1) (2) (3) (4) (5) (9) (9a) (10) (Continued on the back of this Bond) (11)(12)(13) (14) FIGURE 1 (Front) (15) FIGURE 2 (Back) 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 URBAN RENEWAL BOND" "SERIES 2012A" Item 2, figure 1= Rate: Item 3, figure 1= Maturity: Item 4, figure 1= Bond Date: March 15, 2012 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 (enter principal amount in long form) 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, National Association, Paying Agent of this issue, or its successor, with interest on the sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2012, and semiannually thereafter on the 1st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the month preceding such interest payment date. Interest shall be computed on the basis of a 360 - day year of twelve 30 -day months. This Bond is issued pursuant to the provisions of Sections 403.12 and 384.25 of the 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 of Iowa and the Amended and Restated Urban Renewal Plan for the Greater Downtown Urban Renewal District, including those costs associated with the - 16 - construction of an intermodal transportation center, in conformity to a Resolution of the Council of said City duly passed and approved. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a limited purpose trust company ( "DTC "), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Bonds maturing after June 1, 2020 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, National Association, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, - 17 - 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 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 the City impressed hereon, and to be authenticated by the manual signature of an authorized representative of the Registrar, Wells Fargo Bank, National Association, Minneapolis, Minnesota. 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, National Association. WELLS FARGO BANK, NATIONAL ASSOCIATION, Registrar By: Authorized Signature Item 13, figure 1 = Registrar and Transfer Agent: Wells Fargo Bank, National Association Paying Agent: Wells Fargo Bank, National Association SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure 1 = (Seal) Item 15, figure 1 = (Signature Block) CITY OF DUBUQUE, STATE OF IOWA By: Mayor (manual signature) - 18 - ATTEST: By: City Clerk (manual signature) Item 16, figure 1 = (Assignment Block) (Information Required for Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) 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 of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual * Corporation Partnership Trust *If the Bond is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS 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 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 Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage bonds within the meaning of Sections 148(a) and (b) of the Internal Revenue Code of the United States, as amended, and that throughout the term of the Bonds it will comply with the requirements of statutes and regulations issued thereunder. To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds. Without limiting the generality of the foregoing, the Issuer 20 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. Additional Covenants, Representations 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 specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Bonds;(c) consult with bond counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds;(e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance. Section 17. Amendment of Resolution to Maintain Tax Exemption. This Resolution may be amended without the consent of any owner of the 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 18. 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 tax purposes. Section 19. Severability Clause. If any section, paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval. Section 20. 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 20 t h ATTEST: day of February , 2012. r. f (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of the City of Dubuque, Iowa. Date of Meeting: February 20 , 2012. Time of Meeting: 6:30 o'clock P .M. Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for the meeting is as follows: $4,380,000 General Obligation Urban Renewal Bonds, Series 2012A. • Resolution Appointing Paying Agent, Bond Registrar, and Transfer Agent, Approving the Paying Agent and Bond Registrar and Transfer Agent Agreement and Authorizing the Execution of the Agreement. Such additional matters as are set forth on the additional 3 page(s) attached hereto. (number) This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of the governmental body. //, February 20, 2012 The City Council of the City of Dubuque, Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the above date. There were present Mayor Roy D. Buol in the chair, and the following named Council Members: Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David Resnick, Lynn Sutton, Absent: 1 Council Member Braig introduced the following resolution entitled "RESOLUTION APPOINTING WELLS FARGO BANK, NATIONAL ASSOCIATION OF MINNEAPOLIS, MINNESOTA, 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 Connors seconded the motion to adopt. The roll was called and the vote was, AYES: Connors, Jones, Lynch, Resnick, Sutton, Braig, Buol NAYS: Whereupon, the Mayor declared the resolution duly adopted as follows: RESOLTUION NO. 54 -12 RESOLUTION APPOINTING WELLS FARGO BANK, NATIONAL ASSOCIATION OF MINNEAPOLIS, MINNESOTA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, $4,380,000 General Obligation Urban Renewal Bonds, Series 2012A, dated the date of delivery, have been sold at public sale and action should now be taken to provide for the maintenance of records, registration of certificates and payment of principal and interest in connection with the issuance of the Bonds; and WHEREAS, this Council has deemed that the services offered by Wells Fargo Bank, National Association of Minneapolis, Minnesota, are necessary for compliance with rules, regulations, and requirements governing the registration, transfer and payment of registered Bonds; and WHEREAS, a Paying Agent, Bond Registrar and Transfer Agent Agreement (hereafter "Agreement ") has been prepared to be entered into between the City and Wells Fargo Bank, National Association. 2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF DUBUQUE, IOWA: Section 1. That Wells Fargo Bank, National Association of Minneapolis, Minnesota, is hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of $4,380,000 General Obligation Urban Renewal Bonds, Series 2012A, dated the date of delivery. Section 2. That the Agreement with Wells Fargo Bank, National Association of Minneapolis, Minnesota, is hereby approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of the City. PASSED AND APPROVED this 20th day of February ATTEST: 3 , 2012. Governmental Body: Date of Meeting: Time of Meeting: Place of Meeting: (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING The City Council of the City of Dubuque, Iowa. February 20 2012. 6:30 o'clock P .M. Historic Federal Building, 350 West 6th Street, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for the meeting is as follows: $7,495,000 General Obligation Bonds, Series 2012B. • Approval of Tax Exemption Certificate. • Approval of Continuing Disclosure Certificate. • Resolution authorizing the issuance. Such additional matters as are set forth on the additional 23 page(s) attached hereto. (number) This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of the governmental body. City lerk, City of Dubuqu Iowa February 20, 2012 The City Council of the City of Dubuque, Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the above date. There were present Mayor Roy D. Buol in the chair, and the following named Council Members: Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David Resnick, Lynn Sutton, Absent: 1 Council Member Braig moved that the form of Tax Exemption Certificate be placed on file and approved. Council Member Connors seconded the motion. The roll was called and the vote was, AYES: Connors, Jones, Lynch, Resnick, Sutton, Braig, Buol NAYS: Council Member Braig moved that the form of Continuing Disclosure Certificate be placed on file and approved. Council Member Connors seconded the motion. The roll was called and the vote was, AYES: Connors, Jones, Lynch, Resnick, Sutton, Braig, Buol NAYS: Council Member Braig introduced the following Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $7,495,000 GENERAL OBLIGATION BONDS, SERIES 2012B, AND LEVYING A TAX TO PAY SAID BONDS" and moved that it be adopted. Council Member Connors seconded the motion to adopt, and the roll being called thereon, the vote was as follows: 2 AYES: Connors, Jones, Lynch, Resnick, Sutton, BraigLBuol NAYS: Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTION NO. 55 -12 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $7,495,000 GENERAL OBLIGATION BONDS, SERIES 2012B, AND LEVYING A TAX TO PAY SAID BONDS WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS, the Issuer is in need of funds to pay costs of the construction, reconstruction and repair of street, sidewalk and streetscape improvements, including those costs associated with the East 7th and Commercial Street reconstruction and related improvements, two -way street traffic conversions, and Historic Millwork District "complete streets" improvements, and the refunding and refinancing of the General Obligation Capital Loan Notes, Series 2010F, dated September 20, 2010, essential corporate purposes, and it is deemed necessary and advisable that General Obligation Bonds be authorized 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 the Bonds to the amount of not to exceed $9,000,000, and the Council is therefore now authorized to proceed with the issuance of $7,495,000 General Obligation Bonds, Series 2012B; and WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the above mentioned Bonds were heretofore sold at public sale and action should now be taken to issue said Bonds conforming to the terms and conditions of the best bid received at the advertised public sale: NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DUBUQUE, IOWA: 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: • "Authorized Denominations" shall mean $5,000 or any integral multiple thereof. • "Beneficial Owner" shall mean the person in whose name such Bond is recorded as the beneficial owner of a Bond by a Participant on the records of such Participant or such person's subrogee. • "Bond Fund" shall mean the fund created in Section 3 of this Resolution. • "Bonds" shall mean $7,495,000 General Obligation Bonds, Series 2012B, authorized to be issued by this Resolution. • "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. ♦ "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the Issuer and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. • "Current Refunding Portion" shall mean $1,908,178 of the proceeds of the Bonds, being used to refund the Refunded Bonds. • "Depository Bonds" shall mean the Bonds as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. • "DTC" shall mean The Depository Trust Company, New York, New York, a limited purpose trust company, or any successor book -entry securities depository appointed for the Bonds. • "Issuer" and "City" shall mean the City of Dubuque, Iowa. • "New Money Portion" shall mean $5,480,936 of the proceeds of the Bonds, being issued to pay the costs of the construction, reconstruction and repair of street, sidewalk and streetscape improvements, including those costs associated with the East 7th and Commercial Street reconstruction and related improvements, two -way street traffic conversions, and Historic Millwork District "complete streets" improvements. -4- • "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, 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, as to the New Money Portion, the fund established under this Resolution for the deposit of a portion of the proceeds to pay the costs of the construction, reconstruction and repair of street, sidewalk and streetscape improvements, including those costs associated with the East 7th and Commercial Street reconstruction and related improvements, two -way street traffic conversions, and Historic Millwork District "complete streets" improvements. As to the Current Refunding Portion, "Project Fund" shall mean the fund established for the deposit of a portion of the proceeds that will be used, together with interest earnings thereon, to pay the principal, interest and redemption premium, if any, on the Refunded Bonds. • "Rebate Fund" shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate. • "Refunded Bonds" shall mean the General Obligation Capital Loan Notes, Series 2010F, dated September 20, 2010, and maturing on June 1, 2012 and June 1, 2013. • "Registrar" shall mean Wells Fargo Bank, National Association of Minneapolis, Minnesota, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds. • "Representation Letter" shall mean the Blanket Issuer Letter of Representations executed and delivered by the Issuer to DTC on file with DTC. • "Resolution" shall mean this resolution authorizing the Bonds. • "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Bonds. 5 • "Treasurer" shall mean the Finance Director or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Bonds issued hereunder. Section 2. Levy and Certification of Annual Tax; Other Funds to be Used. (a) Levy of Annual Tax. That for the purpose of providing funds to pay the principal and interest of the 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: FISCAL YEAR (JULY 1 TO JUNE 30) AMOUNT YEAR OF COLLECTION $296,421 2012/2013 $526,325 2013/2014 $524,425 2014/2015 $522,425 2015/2016 $520,325 2016/2017 $518,125 2017/2018 $515,825 2018/2019 $513,425 2019/2020 $515,925 2020/2021 $518,225 2021/2022 $514,338 2022/2023 $520,338 2023/2024 $520,481 2024/2025 $524,856 2025/2026 $528,856 2026/2027 $530,206 2027/2028 $531,106 2028/2029 $536,556 2029/2030 $541,406 2030/2031 (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 2011 will be collected during the fiscal year commencing July 1, 2012.) (b) Resolution to be Filed With County Auditor. A certified copy of this Resolution should be filed with the County Auditor of Dubuque County, State of 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 -6- so levied in and for each of the years aforesaid be collected in like manner as other taxes of the City are collected, and when collected be used for the purpose of paying principal and interest on said Bonds issued in anticipation of said tax, and for no other purpose whatsoever. (c) Additional City Funds Available. Principal and interest coming due at any time when the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly paid when due from current funds of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. Section 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 2012B" (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 of taxes received by the City from property that is centrally assessed by the State of Iowa. Section 4. Application of Bond Proceeds — New Money Portion. Proceeds of the Bonds other than accrued interest except as may be provided below shall be credited to the Project Fund and expended therefrom for the purposes of issuance. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bonds at any time that other funds shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and not immediately required for its purposes may be invested not inconsistent with limitations provided by law or this Resolution. Accrued interest, if any, shall be deposited in the Bond Fund. Section 5. Application of Bond Proceeds — Current Refunding Portion. 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. Proceeds invested shall mature before the date on which the moneys are required for payment of principal and interest on the Refunded Bonds. Accrued interest, if any, shall be deposited in the Bond Fund. Section 6. 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 of Iowa, 2011, 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 -7- financial institution shall be continuously secured in compliance with Chapter 12C of the Code of Iowa, 2011, as amended, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Bonds as herein provided. Section 7. Bond Details, Execution and Redemption. (a) Bond Details. General Obligation Bonds of the City in the amount of $7,495,000, shall be issued pursuant to the provisions of Section 384.25 of the City Code of Iowa for the aforesaid purpose. The Bonds shall be designated "GENERAL OBLIGATION BOND, SERIES 2012B ", be dated the date of delivery, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2012, and semiannually thereafter on the 1st day of June and December in each year until maturity at the rates hereinafter provided. The Bonds shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Bond. The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as follows: 8 Principal Interest Maturity Amount Rate June 1st $75,000 2.000% 2013 $345,000 2.000% 2014 $350,000 2.000% 2015 $355,000 2.000% 2016 $360,000 2.000% 2017 $365,000 2.000% 2018 $370,000 2.000% 2019 $375,000 2.000% 2020 $385,000 2.000% 2021 $395,000 2.250% 2022 $400,000 2.250% 2023 $415,000 2.375% 2024 $425,000 2.500% 2025 $440,000 2.500% 2026 $455,000 3.000% 2027 $470,000 3.000% 2028 $485,000 3.000% 2029 $505,000 3.000% . 2030 $525,000 3.125% 2031 (b) Redemption. Bonds maturing after June 1, 2020 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 certified 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. 9 Section 8. Issuance of Bonds in Book -Entry Form; Replacement Bonds. (a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange of Depository Bonds for Bonds in the Authorized Denominations, the Bonds shall be issued as Depository Bonds in denominations of the entire principal amount of each maturity of Bonds (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount); and such Depository Bonds shall be registered in the name of Cede & Co., as nominee of DTC. Payment of semi - annual interest for any Depository Bond shall be made by wire transfer or New York 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. (b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent shall have any responsibility or obligation to any Participant or to any Beneficial Owner. Without limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its nominee or of any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any notice with respect to the Bonds, (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any amount with respect to the principal of, premium, if any, or interest on the Bonds, or (iv) the failure of DTC to provide any information or notification on behalf of any Participant or Beneficial Owner. The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its nominee to be, the absolute owner of each Bond for the purpose of payment of the principal of, premium, if any, and interest on such Bond, for the purpose of all other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever (except for the giving of certain Bond holder consents, in accordance with the practices and procedures of DTC as may be applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the Bondholders as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of, premium, if any, and interest on the Bonds to the extent so paid. Notwithstanding the provisions of this Resolution to the contrary (including without limitation those provisions relating to the surrender of Bonds, registration thereof, and issuance in Authorized Denominations), as long as the Bonds are Depository Bonds, full effect shall be given to the Representation Letter and the procedures and practices of DTC thereunder, and the Paying Agent shall comply therewith. - 1 0 - (c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the Bonds are no longer eligible for its depository services or (iii) a determination by the Paying Agent that DTC has resigned or discontinued its services for the Bonds, if such substitution is authorized by law, the Issuer shall (A) designate a satisfactory substitute depository as set forth below or, if a satisfactory substitute is not found, (B) provide for the exchange of Depository Bonds for replacement Bonds in Authorized Denominations. (d) To the extent authorized by law, if the Issuer determines to provide for the exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall so notify the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated Bonds to be so exchanged. The Registrar shall thereupon notify the owners of the Bonds and provide for such exchange, and to the extent that the Beneficial Owners are designated as the transferee by the owners, the Bonds will be delivered in appropriate form, content and Authorized Denominations to the Beneficial Owners, as their interests appear. (e) Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and transfer of interests in Depository Bonds by book entries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Bonds in accordance with and as such interests may appear with respect to such book entries. Section 9. 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, 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 of Iowa, subject to the provisions for registration and transfer contained in the Bonds and in this Resolution. (b) Transfer. The ownership of any Bond may be transferred only upon the Registration Books kept for the registration and transfer of Bonds and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Bond (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Bond, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. (c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds, in accordance with the provisions of this Resolution. (d) Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. (e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. (f) Non - Presentment of Bonds. In the event any payment check representing payment of principal of or interest on the Bonds is returned to the Paying Agent or if any bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest - 12 - 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 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 10. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory 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 11. 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 of the month 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 12. 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. - 13 - No Bonds shall be authenticated and delivered by the Registrar unless and until there shall have been provided the following: 1. A certified copy of the Resolution of Issuer authorizing the issuance of the Bonds; 2. A written order of Issuer 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, P.C., Bond Counsel, concerning the validity and legality of all the Bonds proposed to be issued. Section 13. 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 bondholder. Section 14. Form of Bond. Bonds shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: (6) (7) (6) (8) (1) (2) (3) (4) (5) (9) (9a) (10) (Continued on the back of this Bond) (11)(12)(13) (14) FIGURE 1 (Front) (15) FIGURE 2 (Back) 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 2012B" Item 2, figure 1= Rate: Item 3, figure 1= Maturity: Item 4, figure 1= Bond Date: March 15, 2012 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, State of Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer "), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, 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 (enter principal amount in long form) 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, National Association, Paying Agent of this issue, or its successor, with interest on the sum from the date hereof until paid at the rate per annum specified above, payable on December 1, 2012, and semiannually thereafter on the 1st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the month preceding such interest payment date. Interest shall be computed on the basis of a 360 - day year of twelve 30-day months. This Bond is issued pursuant to the provisions of Section 384.25 of the City Code of Iowa, for the purpose of paying costs of the construction, reconstruction and repair of street, sidewalk and streetscape improvements, including those costs associated with the East 7th and Commercial Street reconstruction and related improvements, two -way street traffic conversions, and Historic Millwork District "complete streets" improvements, and - 17 - the refunding and refinancing of the General Obligation Capital Loan Notes, Series 2010F, dated September 20, 2010, in conformity to a Resolution of the Council of said City duly passed and approved. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a limited purpose trust company ( "DTC "), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Bonds maturing after June 1, 2020 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 certified 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, National Association, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. - 18 - And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Bond, have been existent, had, done and performed as required by law; that provision has been made for the levy 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 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 the City impressed hereon, and to be authenticated by the manual signature of an authorized representative of the Registrar, Wells Fargo Bank, National Association, Minneapolis, Minnesota. 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, National Association. WELLS FARGO BANK, NATIONAL ASSOCIATION, Registrar By: Authorized Signature Item 13, figure 1 = Registrar and Transfer Agent: Wells Fargo Bank, National Association Paying Agent: Wells Fargo Bank, National Association SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure 1 = (Seal) Item 15, figure 1 = (Signature Block) CITY OF DUBUQUE, STATE OF IOWA - 19 - By: Mayor (manual signature) ATTEST: By: City Clerk (manual signature) Item 16, figure 1 = (Assignment Block) (Information Required for Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) 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. - 20 - INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Corporation Partnership Trust *If the Bond is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS 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 15. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between said City and the purchaser of the Bonds. Section 16. 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 Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage bonds within the meaning of Sections 148(a) and (b) of the Internal Revenue Code of the United States, as amended, and that throughout the term of the Bonds it will comply with the requirements of statutes and regulations issued thereunder. To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the -21- 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 17. Additional Covenants, Representations 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 specific covenants, .representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Bonds;(c) consult with bond counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds;(e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal 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 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 19. 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 tax purposes. - 22 - Section 20. Severability Clause. If any section, paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval. Section 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 20th day of February , 2012. ATTEST: %' ./ Ci C1-rk (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of the City of Dubuque, Iowa. Date of Meeting: February 20 , 2012. Time of Meeting: 6 : 3 0 o'clock P .M. Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for the meeting is as follows: $7,495,000 General Obligation Bonds, Series 2012B. • Resolution Appointing Paying Agent, Bond Registrar, and Transfer Agent, Approving the Paying Agent and Bond Registrar and Transfer Agent Agreement and Authorizing the Execution of the Agreement. Such additional matters as are set forth on the additional 3 page(s) attached hereto. (number) This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of the governmental body. City le k, City of Dubuque, Iowa February 20, 2012 The City Council of the City of Dubuque, Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the above date. There were present Mayor Roy D. Buol in the chair, and the following named Council Members: Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David Resnick, Lynn Sutton, Absent: 1 Council Member Braig introduced the following resolution entitled "RESOLUTION APPOINTING WELLS FARGO BANK, NATIONAL ASSOCIATION OF MINNEAPOLIS, MINNESOTA, 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 Connors seconded the motion to adopt. The roll was called and the vote was, AYES: Connors, Jones, Lynch, Resnick, Sutton, Braig, Buol NAYS: Whereupon, the Mayor declared the resolution duly adopted as follows: RESOLUTION NO. 56 -12 RESOLUTION APPOINTING WELLS FARGO BANK, NATIONAL ASSOCIATION OF MINNEAPOLIS, MINNESOTA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF THE AGREEMENT WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, $7,495,000 General Obligation Bonds, Series 2012B, dated the date of delivery, have been sold at public sale and action should now be taken to provide for the maintenance of records, registration of certificates and payment of principal and interest in connection with the issuance of the bonds; and WHEREAS, this Council has deemed that the services offered by Wells Fargo Bank, National Association of Minneapolis, Minnesota, are necessary for compliance with rules, regulations, and requirements governing the registration, transfer and payment of registered Bonds; and WHEREAS, a Paying Agent, Bond Registrar and Transfer Agent Agreement (hereafter "Agreement ") has been prepared to be entered into between the City and Wells Fargo Bank, National Association. 2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF DUBUQUE, IOWA: Section 1. That Wells Fargo Bank, National Association of Minneapolis, Minnesota, is hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in connection with the issuance of $7,495,000 General Obligation Bonds, Series 2012B, dated the date of delivery. Section 2. That the Agreement with Wells Fargo Bank, National Association of Minneapolis, Minnesota, is hereby approved and that the Mayor and Clerk are authorized to sign the Agreement on behalf of the City. PASSED AND APPROVED this 20th day of February 2012. AT"I'EST: 3 Duo Mayor PI, H ,JF,M-Pg. smormonn,,irw3rin■erra-m,rirse