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Urban Renewal Tax Increment Revenue Bonds . . . '. RESOLUTION NO. 125-99 A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $900,000 URBAN RENEWAL TAX INCREMENT REVENUE BONDS, TAXABLE SERIES 1999A, OF THE CITY OF DUBUQUE, IOWA, AND PROVIDING FOR THE SECURING OF SUCH BONDS FOR THE PURPOSE OF CARRYING OUT AN URBAN RENEWAL PROJECT IN THE AREA OF THE CITY OF DUBUQUE, IOWA DESIGNATED AS THE DUBUQUE INDUSTRIAL CENTER/SOUTH ECONOMIC DEVELOPMENT DISTRICT WHEREAS, the City Council of the City of Dubuque, Iowa (the "City" or the "Issuer") did heretofore adopt an Urban Renewal Plan by Resolution No. 141-97 of this City Council approved on April 7, 1997 (the "Urban Renewal Plan"), under which plan there is to be carried out urban renewal project activities in an area designated as the Dubuque Industrial Center/South Economic Development District (the "Project Area"); and WHEREAS, it is presently estimated that the costs of carrying out the purposes and provisions of the Urban Renewal Plan for the Project Area, including the purpose set forth in Section 3 hereof, exceed $900,000, and provisions must now be made by the City to provide for the payment of such costs by the issuance of Bonds; and WHEREAS, the City did, on November 3, 1997, adopt Ordinance No. 65-97, (the "Ordinance"), under which the taxes levied on the taxable property in the Project Area shall be divided, and a special fund created under the authority of Section 403.19(2) of the Code of Iowa, as amended (which special fund is hereinafter referred to as the "Technology Park Urban Renewal Tax Increment Revenue Fund" or "Revenue Fund") which fund was created in order to pay the principal of and interest on loans, monies advanced to or indebtedness whether funded, refunded, assumed, or otherwise, including bonds issued under the authority of Section 403 .9( 1) of the Code of Iowa, as amended, incurred by the City to finance or refinance in whole or in part urban renewal project activities undertaken within the Project Area, and pursuant to which Ordinance such Revenue Fund may be irrevocably pledged by the City for the payment of principal and interest on such indebtedness; and WHEREAS, the notice of intention of Issuer to take action for the issuance of not to exceed $900,000 Urban Renewal Tax Increment Revenue Bonds has heretofore been duly published and no objections to such proposed action have been filed and it is now necessary and advisable that provisions be made for the issuance of Bonds to the amount - 3 - . . . ... of $900,000 pursuant to the provisions of Section 403 .9( 1) of the Code of Iowa, payable from a portion of the income and proceeds of the Revenue Fund and other funds of the City derived from or held in connection with the undertaking and carrying out of the Urban Renewal Plan for the Project Area as described herein. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IN THE COUNTY OF DUBUQUE, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: . "Bonds" or "Bond" shall mean the $900,000 Urban Renewal Tax Increment Revenue Bond, Taxable Series 1999A, authorized to be issued by this Resolution; . "Clerk" shall mean the City Clerk or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities; . "Corporate Seal" shall mean the official seal of Issuer adopted by the Governing Body; . "Developer" shall mean ADC Properties, L.c., an Iowa limited liability company; . "Development Agreement" shall mean the Development Agreement dated as of November 16, 1998 by and among the City, the Developer and Advanced Data-Comm, Inc., an Iowa corporation, as amended from time to time; . "Development Property" shall mean that portion of the Project Area conveyed by the City to the Developer under the terms of the Development Agreement, upon which the Developer has covenanted to construct the Minimum Improvements, being legally described as Lots 4 and 5, Block 2 of Dubuque Technology Park, in the City of Dubuque, Dubuque County, Iowa; . "Fiscal Year" shall mean the twelve-month period beginning on July I of each year and ending on the last day of June of the following year, or any other consecutive twelve-month period adopted by the Governing Body or by law as the official accounting period of the Issuer; - 4- . . . .. . "Governing Body" shall mean the City Council of the City, or its successor in function with respect to the operation and control of the Project Area; . "Independent Auditor" shall mean an independent firm of Certified Public Accountants or the Auditor of State; . "Issuer" and "City" shall mean the City of Dubuque, Iowa; . "Minimum Improvements" shall mean the construction by the Developer on the Development Property of an office building of not less than sixty thousand (60,000) square feet of floor space along with necessary site work and off-street parking, in accordance with the terms of the Development Agreement; . "Original Purchaser" shall mean American Trust & Savings Bank, Dubuque, Iowa, as the purchaser of the Bonds from Issuer at the time of their original issuance; . "Paying Agent" shall be the City Treasurer, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Bonds as the same shall become due; . "Project Area" shall mean the Dubuque Industrial Center/South Economic Development District of the Issuer, as amended, from time to time as permitted by Section 17(d). . "Project Fund" or "Construction Account" shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Bonds; . "Registrar" shall be the City Treasurer of Dubuque, Iowa, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds; . "Tax Increments" means the property tax revenues divided and made available to the City for deposit in the Technology Park Urban Renewal Tax Increment Revenue Fund under the provisions of Section 403.19 of the Code and the Ordinance; - 5 - . . "Technology Park (AD C) TIF Account" means a separate account within the Technology Park Urban Renewal Tax Increment Revenue Fund of the City, in which there shall be deposited all Tax Increments received by the City in respect of the Minimum Improvements and the Development Property; . "Technology Park Urban Renewal Tax Increment Revenue Fund" means the special fund of the City created under the authority of Section 403.19(2) of the Code of Iowa and the Ordinance, which fund was created in order to pay the principal of and interest on loans, monies advanced to, or indebtedness, whether funded, refunded, assumed or otherwise, including bonds or other obligations issued under the authority of Section 403.19 or 403.12 of the Code of Iowa, incurred by the City to finance or refinance in whole or in part projects undertaken pursuant to the Urban Renewal Plan for the Project Area; . "Treasurer" shall mean the City Treasurer or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Bonds issued hereunder; and Section 2. Authority. The Bonds authorized by this Resolution shall be issued pursuant to Section 403.9 of the Code ofIowa, and in compliance with all applicable . provisions of the Constitution and laws of the State of Iowa. The Purchase Agreement between the City and the Original Purchaser is hereby approved, and the Mayor and City Clerk are authorized to execute and deliver the same on behalf of the City. Section 3. Authorization and PUI:pose. There are hereby authorized to be issued, negotiable, serial, fully registered Urban Renewal Tax Increment Revenue Bonds, Taxable Series 1999A, of the City of Dubuque, in the County of Dubuque, State of Iowa, in the aggregate amount of $900,000 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 Urban Renewal Plan for the Dubuque Industrial Center/South Economic Development District, including those costs associated with the funding of an economic development grant to Advanced Data-Comm, Inc., an Iowa corporation, pursuant to and under the conditions set forth in a Development Agreement dated as of November 16, 1998 by and among the City of Dubuque, ADC Properties, L.c., an Iowa limited liability company, and Advanced Data-Comm, Inc. Section 4. Source of Payment. As provided and required by Chapter 403 of the Code of Iowa, and Section 403.9, the Bonds and interest thereon shall be payable from . - 6- . . . , and secured solely and only by amounts deposited and held from time to time in the Technology Park (ADC) TIF Account of the City. The City hereby covenants and agrees to maintain the Ordinance in force during the term of the Bonds and to apply the Tax Increments collected in respect of the Development Property and the Minimum Improvements located thereon and allocated to the Technology Park (ADC) TIF Account to the payment of the principal of and interest on the Bonds. The Bonds shall not be payable in any manner from other Tax Increments generated from properties within the Project Area or by general taxation or from any other City funds. The Bonds shall not constitute an indebtedness within the meaning of any statutory debt limitation or restriction and shall not be subject to the provisions of any other law relating to the authorization, issuance or sale of bonds. The Bonds shall recite in substance that they have been issued by the City in connection with an urban renewal project as defined in Chapter 403 of the Code of Iowa, and in any suit, action or proceeding involving the validity or enforceability of any Bond issued hereunder or the security therefor, such Bonds shall be conclusively deemed to have been issued for such purpose and such project shall be conclusively deemed to have been planned, located and carried out in accordance with the provisions of Chapter 403 of the Code of Iowa. Section 5. Bond Details. Urban Renewal Tax Increment Revenue Bonds of the City in the amount of $900,000 shall be issued pursuant to the provisions of Section 403.9 of the Code of Iowa for the aforesaid purpose. The Bonds shall be designated "URBAN RENEWAL TAX INCREMENT REVENUE BOND, TAXABLE SERIES 1999A", be dated as of March 18, 1999 (or such other date as shall be acceptable to the Original Purchaser), and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on June 30, 1999 and semiannually thereafter on the 1 st day of December and June in each year until maturity at the rates hereinafter provided. The Bonds shall bear interest from their date of delivery at the initial rate of seven and one-quarter percent (7.25%) per annum (the "Initial Rate"), which Initial Rate shall be adjusted thereafter on each of April 1, 2002, April 1, 2005 and April 1, 2008 (each an "Adjustment Date"). Interest shall be calculated by the Original Purchaser on each Adjustment Date for the ensuing three-year period to equal the prime rate of interest as published in the Money Rate section of The Wall Street Journal, minus one-half of one percent (0.50%) (the "Adjusted Rate"). In no event shall the Adjusted Rate cause the rate of interest borne by the Bonds to exceed nine percent (9%) or to be less than six percent (6%). - 7 - . . . The Bonds shall mature in the principal amounts set forth on the Debt Service Schedule attached to the Bond as Exhibit A and incorporated herein by this reference. As set forth on said Debt Service Schedule, principal shall be payable on December 31, 2001 and semiannually thereafter on June 30th and December 31st of each year in the amounts set forth therein until principal and interest are fully paid, except that the final installment of the entire balance of principal and interest, if not sooner paid, shall become due and payable on June 30, 2011. On each Adjustment Date, the Debt Service Schedule shall be adjusted by the Original Purchaser to reflect the Adjusted Rate to be borne by the Bonds for the succeeding three-year period, calculated as described above. Principal maturities shall be adjusted to the extent practicable to provide for substantially level payments of principal and interest in each year. Such revised Exhibit A thereafter shall be deemed to be incorporated herein by reference and made a part hereof and supersede and replace the Debt Service Schedule initially attached to the Bonds. The Bonds shall be executed by the manual signature of the Mayor and attested by the manual signature of the City Clerk, and impressed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any shall be payable at the 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 and shall, at the request of the Original Purchaser, be issued initially as a single Bond in the principal amount of $900,000 and numbered R-1. Section 6. Redemption. The Bonds may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or from time to time in part, by giving thirty days' notice of redemption by registered mail, to the registered owner of the Bond. The terms of redemption shall be par, plus accrued interest to date of call. Section 7. 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. The Treasurer is hereby appointed as Bond Registrar under the terms of this Resolution. 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 - 8 - " . Section 384.83(5) 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 ofa 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. . - 9 - . (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 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 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. . Section 8. 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 9. 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 10. Execution, Authentication and Delivery of the Bonds. Upon the adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to . - 10- '. . . . the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of the Original 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. Section 11. 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. - 11 - . . . Section 12. Form of Bond. Bonds shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: I (6) I I (6) I I (7) I I (8) I I (1) I I (2) I I (3) I I (4) I I (5) I (9) I (9a) I (10) (Continued on the back of this Bond) I (11)(12)(13) I I (14) I I (15) I FIGURE 1 (Front) - 12- . . (10) (Continued) (16) FIGURE 2 (Back) . - 13- . 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" "URBAN RENEWAL TAX INCREMENT REVENUE BOND" "TAXABLE SERIES 1999A" [TAXABLE FOR FEDERAL INCOME TAX PURPOSES] Item 2, figure 1 = Rate: As described herein Item 3, figure 1 = Maturity: As described herein Item 4, figure 1 = Bond Date: March 18, 1999 Item 5, figure 1 = Cusip No.: Item 6, figure 1 = "Registered" Item 7, figure 1 = Certificate No. R-I Item 8, figure 1 = Principal Amount: $900,000 . Item 9, figure 1 = The City of Dubuque, Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10, figure 1 = or registered assigns, the principal sum of (principal amount written out) THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of the City Treasurer, Paying Agent of this issue, or its successor, with interest on said sum from the date hereof until paid at the rate per annum specified above, payable on June 30, 1999, and semiannually thereafter on the 1 st day of June and December in each year. This Bond shall bear interest from its date of delivery at the initial rate of seven and one-quarter percent (7.25%) per annum (the "Initial Rate"), which Initial Rate shall be adjusted thereafter on each of April 1, 2002, April 1, 2005 and April 1, 2008 (each an "Adjustment Date"). Interest shall be calculated by American Trust & Savings Bank, Dubuque, Iowa (the "Original Purchaser") on each Adjustment Date for the ensuing . - 14- . . . . three-year period to equal the prime rate of interest as published in the Money Rate section of The Wall Street Journal, minus one-half of one percent (0.50%) (the "Adjusted Rate"). In no event shall the Adjusted Rate cause the rate of interest borne by the Bonds to exceed nine percent (9%) or to be less than six percent (6%). This Bond shall mature in the principal amounts set forth on the Debt Service Schedule attached hereto as Exhibit A and incorporated herein by this reference. As set forth on said Debt Service Schedule, principal shall be payable on December 31, 2001 and semiannually thereafter on June 30th and December 31st of each year in the amounts set forth therein until principal and interest are fully paid, except that the final installment of the entire balance of principal and interest, if not sooner paid, shall become due and payable on June 30, 2011. On each Adjustment Date, the Debt Service Schedule shall be adjusted by the Original Purchaser to reflect the Adjusted Rate to be borne by the Bonds for the succeeding three-year period, calculated as described above. Principal maturities shall be adjusted to the extent practicable to provide for substantially level payments of principal and interest in each year. Such revised Exhibit A thereafter shall be deemed to be incorporated herein by reference and made a part hereof and supersede and replace the Debt Service Schedule initially attached to the Bonds. 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 next preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. THE ISSUER DOES NOT INTEND OR REPRESENT THAT THE INTEREST ON THIS BOND WILL BE EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES UNDER SECTION 103 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE ISSUER IS NOT OBLIGATED TO TAKE ANY ACTION TO ATTEMPT TO SECURE ANY SUCH EXCLUSION. THE HOLDER OF THIS BOND THEREFORE SHOULD TREAT THE INTEREST THEREON AS BEING SUBJECT TO FEDERAL INCOME TAXATION. This Bond is issued pursuant to the provisions of Section 403.9 of the Code of Iowa, as amended, for the purpose of paying costs of aiding in the planning, undertaking and carrying out of urban renewal project activities under the authority of Chapter 403 of the Code of Iowa and the Urban Renewal Plan for the Dubuque Industrial Center/South Economic Development District, including those costs associated with the funding of an economic development grant to Advanced Data-Comm, Inc., an Iowa corporation, pursuant to and under the conditions set forth in a Development Agreement dated as of November 16, 1998 by and among the City of Dubuque, ADC Properties, L.c., an Iowa - 15 - . . . . . limited liability company (the "Developer"), and Advanced Data-Comm, Inc., in conformity to a Resolution of the Council of said City duly passed and approved. This Bond is not an indebtedness within the meaning of any statutory provisions, or a general obligation of the City. This Bond may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or from time to time in part, by giving thirty days' notice of redemption by registered mail, to the registered owner of the Bond. The terms of redemption shall be par, plus accrued interest to date of call. Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by the City Treasurer, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar, 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 384.83(5) of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. This Bond, as provided in the Bond Resolution of which notice is hereby given and is hereby made a part hereof, is payable from and secured by a pledge of the tax increment revenues collected in respect of the Developer's properties located within the Dubuque Industrial Center/South Economic Development District (the "Project Area"), as defined and provided in said Resolution, as referred to and authorized in subsection 2 of Section 403.19 of the Code of Iowa, as amended ("incremental taxes"). There has heretofore been established and the City covenants and agrees that it will maintain in force an ordinance providing for the division of incremental taxes within the Project Area for the establishment of a sinking fund to meet the principal of and interest on this Bond as the same becomes due. This Bond is not payable in any manner by general taxation and under no circumstances shall the City be in any manner liable by reason of the failure of said tax increment revenues to be sufficient for the payment hereof. 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. - 16- . . . IN TESTIMONY WHEREOF, said City by its City Council has caused this Bond to be signed by the manual signature of its Mayor and attested by the manual signature of its City Clerk, with the seal of said City impressed hereon, and authenticated by the manual signature of an authorized representative of the Registrar, the City Treasurer, Dubuque, Iowa. Item 11, figure 1 = Date of authentication: Item 12, figure 1 = This is one of the Bonds described in the within mentioned Resolution, as registered by the City Treasurer. CITY TREASURER By: Registrar Item 13, figure 1 = Registrar and Transfer Agent: City Treasurer Paying Agent: City Treasurer Item 14, figure 1 = (Seal) Item 15, figure 1 = [Signature Block] CITY OF DUBUQUE, IOWA By: Mayor's manual signature Mayor ATTEST: By: City Clerk's manual signature City Clerk Item 16, figure 2 = It is certified that the following is a correct and complete copy of the opinion of bond counsel issued as of the date of delivery of the issue of which this Bond is a part. (manual signature) City Clerk [Opinion of Bond Counsel] - 17 - . . . Item 17, figure 2 = [Assignment Block] [Information Required for Registration] ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: (Person( s) executing this Assignment sign( s) here) SIGNATURE ) GUARANTEED) IMPORTANT - READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) or bond(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name ofTransferee(s) Address ofTransferee(s) Social Security or Tax Identification Number of Transferee( s) - 18 - . , . . . Transferee is a(n): Individual* Partnership Corporation 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 IT TEN - as joint tenants with right of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - ........ ..Custodian.... ...... (Cust) (Minor) under Iowa Uniform Transfers to Minors Act................ (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST. Section 13. Equality of Lien. The timely payment of principal of and interest on the Bonds shall be secured equally and ratably by the Tax Increments collected and allocated to the Technology Park (ADC) TIF Account without priority by reason of number or time of sale or delivery; and the Tax Increments collected and allocated to the Technology Park (ADC) TIF Account are hereby irrevocably pledged to the timely payment of both principal and interest as the same become due. Section 14. Application of Bond Proceeds. An amount equal to the initial reserve fund requirement shall be deposited in the Reserve Fund for its purposes as provided in Section 16. An amount equal to $149,350 shall be deposited in the Sinking Fund as capitalized interest and paid on the first five (5) installments of interest due on the Bonds. The balance of proceeds not applied to costs of issuance shall be paid into the Project Fund and applied for purposes of issue. Subject to the limitations contained in Code Section 403.9(1) 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 of the - 19- . .... .,. . . . Project 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. Any excess proceeds remaining on hand shall be paid into the Reserve Fund. Section 15. Tax Levy. After its adoption, a copy of this Resolution shall be filed in the office of the County Auditor of Dubuque County to evidence the pledging of the Technology Park Urban Renewal Tax Increment Revenue Fund and the portion of taxes to be paid into the Technology Park (ADC) TIF Account and, pursuant to the direction of Section 403.19 of the Code of Iowa, the Auditor shall thereafter allocate the taxes in accordance therewith and in accordance with the Ordinance referred to in the preamble hereof. It is hereby certified that the annual amount of Tax Increments to be collected pursuant to Section 403.19(2) ofthe Code of Iowa shall be not less than the annual requirement for principal and interest, as follows: Amount of Principal and Interest Fiscal Year (July 1 to June 30) Year of Collection $ 84,100 65,250 128,087 128,087 128,087 128,087 128,087 128,087 128,087 128,087 128,087 128,087 1999/2000 2000/2001 2001/2002 2002/2003 2003/2004 2004/2005 2005/2006 2006/2007 2007/2008 2008/2009 2009/2010 2010/2011 Section 16. Application of Revenues. From and after the delivery of the Bonds, and as long as the Bonds shall be outstanding and unpaid either as to principal or as to interest, or until all of the Bonds then outstanding shall have been discharged and satisfied in the manner provided in this Resolution, the Tax Increments collected in respect of the Development Property and the Minimum Improvements located thereon - 20- . ,) . shall be deposited as collected in the Technology Park (ADC) TIF Account and shall be disbursed only as follows: (a) Sinking Fund. There is hereby established and shall be maintained a special fund within the Technology Park (ADC) TIF Account from which interest and principal on the Bonds will be paid. The fund shall be known as the ADC Principal and Interest Fund (the "Sinking Fund"). The amount to be deposited in the Sinking Fund in any year shall be an amount equal to the interest and principal coming due on such Bonds during the fiscal year. Money shall be first deposited into the Interest Account of the Sinking Fund to an amount equal to the interest falling due in each fiscal year. Money shall next be deposited into the Principal Account of the Sinking Fund to an amount equal to the principal falling due in each fiscal year. Money in the Sinking Fund shall be used solely for the purpose of paying principal of and interest on the Bonds, as the same shall become due and payable. . (b) Reserve Fund. There is hereby established and shall be maintained a debt service reserve fund within the Technology Park (ADC) TIF Account in the amount of at least $100,650 (the "Reserve Fund Requirement"). Such fund shall be known as the ADC Reserve Fund (the "Reserve Fund"). Whenever the amount on deposit in the Reserve Fund shall be not less than the minimum required above, no further deposits need be made into the Reserve Fund except to maintain said fund at such level. Money in the Reserve Fund shall be used solely for the purpose of paying principal at maturity of or interest on the Bonds. Whenever it shall become necessary to so use money in the Reserve Fund, the Issuer shall make payments from any other sums that may then be held in the Technology Park (ADC) TIF Account until it shall have been restored to the required minimum amount. (c) Sut:plus Revenue. All revenues thereafter remaining in the Technology Park (ADC) TIF Account shall be deposited to remedy any deficiency in any of the funds created by this Resolution, or may be used to payor reimburse the Issuer for other loans, moneys advanced to or indebtedness incurred to finance or refinance in whole or in part the project of the Developer, as permitted by law, or may be used to payor redeem the Bonds or for any lawful purpose. Moneys on hand in the Project Fund and all of the funds provided by this Section may be invested only in direct obligations of the United States Government or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation ("FDIC") and the deposits in which are insured thereby and all such deposits exceeding . - 21 - . . . ~ the maximum amount insured from time to time by FDIC or its equivalent successor in anyone financial institution shall be continuously secured by a valid pledge of direct obligations of the United States Government having an equivalent market value. Alternatively, such moneys may be invested in tax-exempt bonds or obligations of any state or political subdivision thereof which are rated by Moody's Investors Service or Standard & Poor's Corporation at a rating classification equal to or better than the rating carried by the Bonds or, in the case of short-term obligations, a rating ofMIG-l, S&P-l or better. All such interim investments shall mature before the date on which the moneys are required for the purposes for which said fund was created or otherwise as herein provided but in no event maturing in more than three years in the case of the Reserve Fund. The provisions of this Section shall not be construed to require the Issuer to maintain separate bank accounts for the funds created by this Section; except the Sinking Fund and the Reserve Fund shall be maintained in a separate account but may be invested in conjunction with other funds of the City but designated as a trust fund on the books and records of the City. All income derived from such investments shall be deposited in the Technology Park (ADC) TIF Account and shall be regarded as revenues thereof. Such investments shall at any time necessary be liquidated and the proceeds thereof applied to the purpose for which the respective fund was created. Section 17. Covenants Regarding the Operation of the Project Area. The Issuer hereby covenants and agrees with each and every holder of the Bonds: (a) Maintenance in Force. The Issuer will maintain the Urban Renewal Plan and the Ordinance in force and will cause the incremental taxes thereof to be levied annually in an amount not less than the principal and interest falling due within the year, and applied as provided in this Resolution, unless the Bonds are paid or sufficient provision for their payment is made. Provided, however, that to the extent that amounts are on hand and are sufficient to meet the payments required to be made and to maintain a sufficient balance in each fund as required by this Resolution, the Issuer may abate the levy of incremental taxes in any year. (b) Accounting and Audits. The Issuer will cause to be kept proper books and accounts adapted to the Project Area and in accordance with generally accepted accounting practices, and will cause the books and accounts to be audited annually not later than 180 days after the end of each fiscal year by an Independent Auditor and will provide copies of the audit report to the Original Purchaser upon request. The Original Purchaser and holders of any of the Bonds shall have at all - 22- . . . ti reasonable times the right to inspect the Issuer's records, accounts and data of the Issuer relating to the Revenue Fund or the Technology Park (ADC) TIF Account. (c) State Laws. The Issuer will faithfully and punctually perform all duties with reference to the Urban Renewal Plan required by the Constitution and laws of the State of Iowa, and will segregate the revenues of the Project Area and apply said revenues to the funds as specified in this Resolution. (d) Amendments. The Issuer reserves the right to amend the Urban Renewal Plan for the Project Area and the Ordinance in its lawful discretion; provided, that in no event shall obligations resulting from an amendment or merger have any priority over the Bonds. Section 18. Remedies of Bondholders. Except as herein expressly limited the holder or holders of the Bonds shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Bonds and interest thereon, and of the pledge of the revenues made hereunder, and of all covenants of the Issuer hereunder. Section 19. No Prior Lien or Parity Bonds. The Issuer will issue no other Bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the property or revenues of the Technology Park (ADC) TIF Account having priority over the Bonds or standing on a parity therewith with respect to the lien and claim of such additional obligations to the revenues thereof and the money on deposit in the funds created in this Resolution, without the written consent of the Original Purchaser or other registered holder of the Bond. Section 20. Discharge and Satisfaction of Bonds. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Bonds in anyone or more of the following ways: (a) By paying the Bonds when the same shall become due and payable; and (b) By depositing in trust with the Treasurer, or with a corporate trustee designated by the governing body for the payment of said obligations and irrevocably appropriated exclusively to that purpose an amount in cash or direct obligations of the United States the maturities and income of which shall be sufficient to retire at maturity, or by redemption prior to maturity on a designated - 23- > ~ . . . ~ . date upon which said obligations may be redeemed, all of such obligations outstanding at the time, together with the interest thereon to maturity or to the designated redemption date, premiums thereon, if any that may be payable on the redemption of the same; provided that proper notice of redemption of all such obligations to be redeemed shall have been previously published or provisions shall have been made for such publication. Upon such payment or deposit of money or securities, or both, in the amount and manner provided by this Section, all liability of the Issuer with respect to the Bonds shall cease, determine and be completely discharged, and the holders thereof shall be entitled only to payment out of the money or securities so deposited. Section 21. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer and the holder or holders of the Bonds, and after the issuance of any of the Bonds no change, variation or alteration of any kind in the provisions of this Resolution shall be made in any manner, except as provided in the next succeeding Section, until such time as all of the Bonds, and interest due thereon, shall have been satisfied and discharged as provided in this Resolution. Section 22. Modification of Resolution. This Resolution may be amended from time to time if such amendment shall have been consented to by holders of not less than two-thirds in principal amount of the Bonds at any time outstanding (not including in any case any Bonds which may then be held or owned by or for the account of the Issuer, but including such Refunding Bonds as may have been issued for the purpose of refunding any of such Bonds if such Refunding Bonds shall not then be owned by the Issuer); but this Resolution may not be so amended in such manner as to: (a) Make any change in the maturity or interest rate of the Bonds, or modify the terms of payment of principal of or interest on the Bonds or any of them or impose any conditions with respect to such payment; (b) Materially affect the rights of the holders of less than all of the Bonds then outstanding; and ( c) Reduce the percentage of the principal amount of Bonds, the consent of the holders of which is required to effect a further amendment. Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it shall cause notice of the proposed amendment to be filed with the Original Purchaser or to be mailed by certified mail to any other registered owner of the - 24- .. . . . ., . Bond as shown by the records of the Registrar. Such notice shall set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory Resolution is on file in the office of the City Clerk. Whenever at any time within one year from the date of the mailing of said notice there shall be filed with the City Clerk an instrument or instruments executed by the holders of at least two-thirds in aggregate principal amount of the Bonds then outstanding as in this Section defined, which instrument or instruments shall refer to the proposed amendatory Resolution described in said notice and shall specifically consent to and approve the adoption thereof, thereupon, but not otherwise, the governing body of the Issuer may adopt such amendatory Resolution and such Resolution shall become effective and binding upon the holders of all of the Bonds. Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the instrument evidencing such consent and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of such instrument by the holder who gave such consent or by a successor in title by filing notice of such revocation with the City Clerk. The fact and date of the execution of any instrument under the provisions of this Section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction that the person signing such instrument acknowledged before him the execution thereof, or may be proved by an affidavit of a witness to such execution sworn to before such officer. The amount and numbers of the Bonds held by any person executing such instrument and the date of his holding the same may be proved by an affidavit by such person or by a certificate executed by an officer of a bank or trust company showing that on the date therein mentioned such person had on deposit with such bank or trust company the Bonds described in such certificate. Section 23. Severability. If any section, paragraph, or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the . . . . remammg prOVISIOns. - 25 - ".. . . Section 24. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed; and this Resolution shall be in effect from and after its adoption. Passed and approved this 15th day of March , 1999. ATTEST: . ~Ii~ City rk . - 26- . . . ,. . CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF DUBUQUE ) I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by said law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective city offices as indicated therein, that no Council vacancy existed except as may be stated in said proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of said Municipality hereto affixed this 16th day of March , 1999. SEAL DCORNELL\175328\1 \1 0422052 . CITY OF DUBUQUE, IOWA MEMORANDUM March 11, 1999 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Authorization to Issue $900,000 Urban Renewal Tax Increment Revenue Bond for Advanced Data-Comm Project . Community and Economic Development Director Jim Burke is recommending the issuance of a $900,000 Urban Renewal Tax Increment Revenue Bond to assist Advanced Data-Comm's expansion project at the Dubuque Technology Park. I concur with the recommendation and respectfully request Mayor and City Council approval. (; /ll ()>c L,";>)til Ichael C. Van Milligen MCVM/j Attachment cc: Barry lindahl, Corporation Counsel Tim Moerman, Assistant City Manager Jim Burke, Community and Economic Development Director . . . . CITY OF DUBUQUE, IOWA MEMORANDUM March 9, 1999 TO: FROM: s Burke, Community and Economic Development Director SUBJECT: Authorization to Issue $900,000 Urban Renewal Tax Increment Revenue Bond for Advanced Data-Comm Project INTRODUCTION This memorandum presents for City Council approval: 1) a resolution authorizing the issuance of a $900,000 tax increment revenue bond to support Advanced Data-Comm's expansion project at the Dubuque Technology Park; 2) the actual bond; and 3) the bond Purchase Agreement. BACKGROUND On March 1, 1999, the City Council held a public hearing on the proposed issuance of tax increment revenue bonds for Advanced Data-Comm. With no objections from the public, the Council adopted a resolution to institute proceedings and take additional action for the sale and issuance of bonds not to exceed $900,000. DISCUSSION The City has worked with Advanced Data-Comm and their lender, American Trust and Savings Bank, to structure the private placement of this tax increment revenue bond. A letter is attached from American Trust outlining their proposal for the bond. The City's bond counsel has reviewed and approved the proposal and has incorporated the appropriate terms of the proposal into the provisions of the bond documents. The attached resolution, bond and bond purchase agreement have been prepared by the City's bond counsel. Those documents provide for the issuance of the bond under terms and conditions acceptable to the company and lender. The company will net approximately $650,000 from the bond sale for their project. The bond will be repaid over a twelve year period by ten years of property taxes paid by Advanced Data-Comm. RECOMMENDATION I recommend that the City Council adopt the attached resolution authorizing the issuance of a $900,000 urban renewal tax increment revenue bond to assist Advanced Data-Comm's expansion project at the Dubuque Technology Park. As provided in the Development Agreement, the company will create not less than 51 new full-time jobs with this expansion and create over $5 . million in new assessed value in the Technology Park. ACTION STEP The action step for the City Council is to adopt the attached resolution and authorize and direct the appropriate signatures on the bond and bond Purchase Agreement on behalf of the City of Dubuque. attachments Prepared by: Pamela Myhre-Gonyier Associate Planner . 3/10/99 F:\USERS\P AMMG\ WPDOCS\LOANOOC\ADVDA T A\TIFBOND.MEM . . . . _ J. March 15 , 1999 The City Council of Dubuque, Iowa, met in reqular Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa, at the above date. There were present Terrance M. Duggan following named Council Members: Roy Buol, John Markham, Ann Michalski. Dan Nicholson, Joe Robbins, Dirk Voetberg Absent: None ********* -2- session, in the 7: 00 o'clock P. .M., on , in the chair, and the . . . .----~.......- --.------ ----..... --- ..-........... -- MAR. -OY' 99(TUE) 10:01 AMERICAN TRUST TEL:3195821841 p, 001 ~~~ 895 Town Clock Pt8%f1 P.O. Box 938 Dubuque, Iowa 52004-0938 (31~) 5B~o0827 Fax 589-0839 VlGtorlll .TorI) ....;ht.r Vice President Commerciell.oan March 9, 1999 Ms. Pam. Myhre-Gonyier City of Dubuque Community & Economic Development Department 50 West 13th Street Dubuque.IA 52001-4864 RE: TIP proposal fOT ADe Properties Dear Pam: American Trust is pleased to provide the following revised proposal for the above referenced TIF loan to the City of Dubuque: Borrower: Loan Amount: Proceeds to ADC Properties; Amount in Reserve: Rate: City of Dubuque $900,000 $650,000 $100,650 The minimum prime rate of interest as established in the Money Rate section ofTbe Wall Street Journal minus 0.50 percent. The rate on this loan will change as often as every three years. During the tenn of the loan, the applicable annual interest rate will not be more than 9 percent or less than 6 percent. A change in the interest rate will change the amount of each scheduled payment. The loan is anticipated to fund on or near March 18, 1999. Five interest payments will be due semi-annually beginning June 30, 1999. 19 semi-annual principal and interest payments will commence December 31, 2001. The final payment of the entire unpaid balance of principal and interest will be due June 30, 20 II. An amortization schedule is attached which will detail the proposed repayment schedule. Terms: It is the bank's understanding the source of repayment for this loan is the revenue to be collected from the real estate taxes paid by ADC Properties. L. C.. to the Dubuque County Treasurer. The minimum assessed value for ADe Properties, L.e., $5,100,000. Based on today's tax rate, the Received: ,3/9/99,11:05; . 3195821841 -> CITY OF DUBUQUE; Page 2 ~AR. -09' 99 (TUE) 10: 01 AMERICAN TRUST TEL:3195821841 P. 002 Americ8n 1ftIst . Savings ....k . Ms. Pam Myhre-Gonyier March 9, 1999 page 2 annua' revenue stream is approximately $142.591.72. Our initial projection of annual debt service is $128,086.64. This does provide a cushion for changes in the interest rate or changes in the tax rate. However, in the event the tax rate falls below the level required to service the debt, we understand there will be an agreement between the City afDubuque and ADC Properties. L.e., for the difference the city receives in tax. revenues and the debt service required. Purpose of Letter: . This letter shall not be deemed as evidence of a binding agreement on the part of either the Bank or the City of Dubuque. Important terms may remain to be negotiated, and even if an agreement in principal should be reached on the terms at'the tlnancing at a subsequent date, neither party to the financing shall be legally bound until definitive loan documents have been signed by the respective parties. The City of Dubuque shall execute and deliver definitive loan documents in form and substance satisfactory to the Bank and its legal counsel, as well as the City's legal counsel. Any advance of funds shall be conditioned upon compliance with all appJjt:able conditions and tenns contained in each such loan document. Thank you, again, for the opportunity to provide this fmancing proposal. If there are any additional changes needed to the proposal, do not hesitate to call. ~~4'~ Vice President Attachment sent by fax: 589-4149 . . MAR. -09' 99 (TUE) 10: 02 Received: .3/ 9/99 ., 1 :05; AMERICAN TRUST 3195821841 -> CITY OF DUBUQUE; TEL:3195821841 .. CITY OF DUBUaUE~$900.000 TIF in support _~f ~DC properties . Compound Period .....m.: Semiannual Nominal Annual Rate .... : Effective Annual Rate m : Periodic Rate .................. : Daily Rate ........................: CASH FLOW DATA Event 1 Loan 2 payment 3 Payment 7.260 % 7.381 % 3.6250 % 0.02014 % Start Date 03/1811999 08/30/1999 1213112001 Page 3 P. 003 03109/1999 Pa9E:! Amount Number Period End Date 900,000.00 Interest Only 64,043.32 1 5 Semiannual 06f3012001 20 Semiannual 0613012011 AMORTIZA. TlON SCHEDULE - Nonnal Amortization, 360 Day Year Date Loan 0311811999 1 0613011999 2 12/31/1999 1999 Totals . 3 0613012000 4 1213112000 2000 Totals 5 06fJ012001 6 12/3112001 2001 Totals 7 0613012002 B 12/3112002 2002 Totals 9 08130/2003 10 1213112003 2003 Totals 11 0613012004 12 12/3112004 2004 Totals 13 0613012005 14 12/31/2005 2005 Totals . 15 0613012006 16 12/3112006 Paymen~.. 18,850.00 32.625.00 51,475.00 32,625.00 32.625.00 65,250.00 32,625.00 64,043.32 96,668.32 64.043.32 64,043.32 128,086.64 64,043.32 64,043.32 128.086.64 64,043.32 64,043.32 128,086.64 84,043.32 64,043.32 128,086.64 64,043.32 64,043.32 Interest 18,850.00 32,625.00 51,475.00 32,625.00 32,625.00 65,250.00 32,625.00 32,625.00 65,250.00 31,486.09 30,305.89 61,791.98 29,082.90 27,815.59 56,898.49 26,502.33 25,141.47 51,643.80 23,731.28 22.269.97 48,001.25 20,755.69 19,186.51 Principal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 31,418.32 31,418.32 32,557.23 33,737.43 66.294.66 34.960.42 36,227.73 71,188.15 37,540.99 38,901.85 76,442.84 40,312.04 411773.35 82,085.39 43,287.63 44,856.81 Balance 900.000.00 900,000.00 900,000.00 900,000.00 900,000.00 900,000.00 868,581.68 836,024.45 802,287.02 767,326.60 731,098.87 693,557.88 654,656.03 614,343.99 572,570.64 529,283.01 484,426.20 Received: . 31 9/99 ;! 1 : 06; . MAR. -O~' 99(TUE) 10:02 AMERICAN TRUST 3195821841 -> CITY OF DUBUQUE; Page 4 TEL:3195821841 . '. 91TY OF DUBU.9UEM$900,OOO TIF .i.~ support of A~ Properties Date Payment Interest Principal 2006 Totals 128,086.64 39,942.20 88t144.44 17 06130/2007 18 12/31/2007 2007 Totals 19 0613012008 20 1213112008 2008 Totals 21 06/3012009 22 1213112009 2009 Totals 23 06/3012010 24 12/3112010 2010 TotalS 25 0613012011 2011 Totals Grand Totals . . 64,043.32 64,043.32 128,086.64 64,043.32 64,043.32 128,086.64 64,043.32 64,043.32 128,086.64 64,043.32 64,043.32 128,086.64 64,043.32 64,043.32 1,430,216.40 17,560.45 15,875.45 33,435.90 14,129.36 12,319.98 26,449.34 10,445.01 8,502.07 18,947.08 6,488.70 4,402.34 10,891.04 2,240.32 2,240.32 530,216.40 46A82.87 48,167.87 94,650.74 49,913.96 51,723.34 101,637.30 53,598.31 55,541.25 109,139.56 57,554.62 59,640.98 117,195.60 61,803.00 61,803.00 900,000.00 P. 004 03109/1999 Page 2 Balance 437,943.33 389,775.46 339,861.50 288,138.16 234,539.85 178,998.60 121,443.98 61,803.00 0.00 ~;, '~;, ~ ~ l",/\' I' : .." ..~ . ,\ ..- (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of Dubuque, Iowa. Date of Meeting: March 15 , 1999. Time of Meeting: 7 :00 o'clock P ~ .M. Place of Meeting: Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for said meeting is as follows: $900,000 Urban Renewal Tax Increment Revenue Bond, Taxable Series 1999A. Resolution authorizing the issuance. Such additional matters as are set forth on the additional 6 page( s) attached hereto. (number) City Council This notice is given at the direction of the pursuant to Chapter 21, Code of Iowa, and the local rules of said governmental body. \..,1\ 1r-'n!.'nr~I'-"'" V 0 t..... ",~ 1\.J 9"1110 C:}1 ,~:V\ !~() V.li Vf i.I--'....,) . 62 :2 Wd II ~VW 66 03/\13838 . . . CITY OF DUBUQUE, IOWA MEMORANDUM March 11, 1 999 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Authorization to Issue $900,000 Urban Renewal Tax Increment Revenue Bond for Advanced Data-Comm Project Community and Economic Development Director Jim Burke is recommending the issuance of a $900,000 Urban Renewal Tax Increment Revenue Bond to assist Advanced Data-Comm's expansion project at the Dubuque Technology Park. I concur with the recommendation and respectfully request Mayor and City Council approval. ;11t<jj ~ jJJJ~ Michael C. Van Milligen .......... MCVM/j Attachment cc: Barry Lindahl, Corporation Counsel Tim Moerman, Assistant City Manager Jim Burke, Community and Economic Development Director . . . CITY OF DUBUQUE, IOWA MEMORANDUM March 9, 1999 TO: FROM: s Burke, Community and Economic Development Director SUBJECT: Authorization to Issue $900,000 Urban Renewal Tax Increment Revenue Bond for Advanced Data-Comm Project INTRODUCTION This memorandunl presents for City Council approval: 1) a resolution authorizing the issuance of a $900.000 ta'\: increment revenue bond to support Advanced Data-Comm's expansion project at the Dubuque Technology Park; 2) the actual bond; and 3) the bond Purchase Agreement. BACKGROUND On March I, 1999, the City Council held a public hearing on the proposed issuance of tax increment revenue bonds for Advanced Data-Comm. With no objections from the public, the Council adopted a resolution to institute proceedings and take additional action for the sale and issuance of bonds not to exceed $900,000. DISCUSSION The City has worked with Advanced Data-Comm and their lender, American Trust and Savings Bmlk. to structure the private placement of this tax increment revenue bond. A letter is attached from Americml Trust outlining their proposal for the bond. The City's bond counsel has rcviewed .md approved the proposal and has incorporated the appropriate terms of the proposal into tlle provisions oftlle bond documents. The attached resolution, bond and bond purchase agreement have been prepared by the City's bond counsel. Those documents provide for the issuance of the bond under terms and conditions acceptable to the comp.my mld lender. The company will net approximately $650,000 from the bond sale for their projcct. The bond will be repaid over a twelve year period by ten years of property taxes paid by Advanced Data-Comm. RECOMMENDATION I l'Ccomnlt.:nd that tlle City Council adopt the attached resolution autllorizing the issuance of a $900.000 urban renewal ta'\: increment revenue bond to assist Advanced Data-Comm's expansion projcct at the Dubuque Technology Park. As provided in the Development Agreement, the . . . company will create not less than 51 new full-time jobs with this expansion and create over $5 million in new assessed value in the Technology Park. ACTION STEP The action step for the City Council is to adopt the attached resolution and authorize and direct the appropriate signatures on the bond and bond Purchase Agreement on behalf of the City of Dubuque. attachn1ents Prepared by: Pan1ela Myhre-Gonyier Associate Planner 3/10/99 F:\USERS\PAr-Ir-IG\ \\'PDOCS\LOANOOC\ADVDA T A\TIFBOND,MEM . . . ..._--_....-...... -~--. -- ~IAR.-09.99lTCE) 10:01 A~IERIGA~ TRUST TEL:3195821841 P. 00 I ~~~ 695 Town Clock PI8%8 P.O. 80x 93B Dubuque, Iowa 52004-0938 (319) 589~7 Fax 589-0839 Victori. (To,I) Richter VIce President Commercial Loan March 9. 1999 Ms. Pam Myhre-Gonyier City of Dubuque Community & Economic Development Department 50 West 13th Street Dubuque, IA 52001-4864 RE: TIF proposal for ADC Properties Dear Pam: American Trust is pleased to provide the following revised proposal for the above referenced TIF loan to the City of Dubuque: Borrower: Loan Amount: Proceeds to ADC Properties: Amount in Reserve: Rate: City of Dubuque $900>000 $650,000 $100,650 The minimum prime rate of interest as established in the Money Rate section of The Wall Street Journal minus 0.50 percent. The me on this loan will change as often as every three years. During the term of the loan, the applicable annual interest rate will not be more than 9 percent or less than 6 percent. A change in the interest rate will change the amount of each scheduled payment. The loan is anticipated to fund on or near March 18, 1999. Five interest payments will be due semi-annually beginning June 30, 1999. 19 semi-annual principal and interest payments will commence December 31, 2001. The final payment of the entire unpaid balance of principal and interest will be due June 3D, 2011. An amortization schedule is attached which will detail the proposed repayment schedule. Tenns: It is the bank's understanding the source ofrepaymcnt for this loan is the revenue to be collected from the real estate taxes paid by ADC Properties> L.C., to the Dubuque County Treasurer. The minimum assessed value tor ADe Properties, L.c.> $5,100,000. Based on today's tax rate, the Ml;::\'i..,;~..1..V~U: 0/ ~/::::t~ I I ~VO; ..;) I ~OOc.. J 0_ t -.- v..L. I 1 vr- Io...IVU....................... J ,......'l::;:t........... . MAR. -09' 99(TUE) 10:01 AMERICAN TRUST TEL:3195821841 P.002 . Amer~ Trust & Savings Bank Ms. Pam Myhre-Gonyic:r March 9, 1999 page 2 annual revenue stream is approximately $142,591 .12. Our initial projection of annual debt service is $128,086.64. This does provide a cushion for changes in the interest rate or changes in the tax rate. However) in the event the tax rate falls below the level required to service the debt, we understand there will be an agreement between the City of Dubuque and ADe Properties., L.e., for the difference the city receives in tax revenues and the debt service required. Purpose of Letter: . This letter shall not be deemed as evidence of a binding agreement on the part of either the Bank or the City of Dubuque. Important terms may remain to be negotiated, and even if an agreement in principal should be reached on the tenns of the financing at a subsequent date, neither party to the financing shall be legally bound until definitive loan documents have been signed by the respective parties. The City of Dubuque shall execute and deliver definitive loan documents in form and substance satisfactory to the Bank and its legal counsel, as well as the City's legal counsel. Any advance of funds shall be conditioned upon compliance with all applicable conditions and tenns contained in each such loan document. Thank you, again, for the opportunity to provide this fmancing proposal. If there are any additional changes needed to the proposal, do not hesitate to call. Sincerely, ~~4~ Vice President Attachment sent by fax: 589-4149 . r-\ece~vt3a: ~. ::;ji~:::J ] i ;UOj ~1:::100':::::IO~1 --- ..........r..l I ......' ..........._..................., '--;t-- . ~tAR. -09' 99 (TCE) 10: 01 A~IERICA~ TRUST TEL:3195821841 . CITY OF DUBUQUE-$900,OOO TIF in support 5!.f !\DC Properties Compound Period .........: Semiannual . . Nominal Annual Rate .... : Effective Annual Rate ... : Periodic Rate .................. : Daily Rate ........................: CASH FLOW DATA Event 1 Loan 2 Payment 3 Payment 7.250 % 7.381 % 3.6250 % 0.02014 % Start Date 03/18/1999 06130/1999 1213112001 P. 003 03109/1999 Pa~! Amount Number Period End Date 9001000.00 Interest Only 64,043.32 1 5 Semiannual 0613012001 20 Semiannual 0613012011 AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year Date Loan 03/18/1999 1 06130/1999 2 12/31/1999 1999 Totals 3 06130f20oo 4 12/3112000 2000 Totals 5 0613012001 6 1213112001 2001 Totals 7 06l30f2002 8 12/3112002 2002 Totals 9 0613012003 10 12/3112003 2003 Totals 11 0613012004 12 1213112004 2004 Totals 13 0613012005 14 12/3112005 2005 Totals 15 0613012006 16 1213112006 Paymen~.. 18,850.00 32,625.00 51,475.00 32.625.00 32.625.00 65,250.00 32,625.00 64,043.32 96,668.32 64,043.32 64,043.32 128,086.64 64,043.32 64,043.32 128,086.64 64,043.32 64,043.32 128,086.64 64.043.32 64,043.32 128.086.64 64,043.32 64,043.32 Interest 18.850.00 32,625.00 51,475.00 32,625.00 32,625.00 65,250.00 32,625.00 32,625.00 65,250.00 31,486.09 30,305.89 61.791.98 29,082.90 27,815.59 56,898.49 26.502.33 25,141.47 51,643.80 23,731.28 22,269.97 46,001.25 20,755.69 19,186.51 Principal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 31,418.32 31,418.32 32,557.23 33,737.43 66,294.66 34,960.42 36,227.73 71,188.15 37,540.99 38,901.85 76,442.84 40,312.04 41,773.35 82,085.39 43,287.63 44,856.81 Balance 900,000.00 900,000.00 900,000.00 900,000.00 900,000.00 900,000.00 868,581.68 836,024.45 802,287.02 767,326.60 731,098.87 693,557.88 654,656.03 614,343.99 572,570.64 529,283.01 484,426.20 Hece~vea: .:J/ ':::;;JI ':::J~ I I ';Uo; .,:)1 -=:P,;JO.c:::.1 u-r I " - -...." ......' .................... ...........-- J . MAR. -09' 99 (TUE) 10:02 AMERICAN TRUST TEL:3195821841 P. 004 03109/1999 Page 2 '. .. . CITY OF DU8U~.UE-$900,OOO TIF .i.~ support of A~ Properties Date Payment Interest Principal Balance " 2006 Totals 128,086.64 39,942.20 88,144.44 17 0613012007 641043.32 17.560.45 46A82.87 437,943.33 18 12131/2007 64,043.32 15,875.45 48,167.87 389,775.46 2007 Totals 128,086.64 33,435.90 94,650.74 19 06/3012008 64,043.32 14,129.36 49,913.96 339,861.50 20 1213112008 64,043.32 12,319.98 51,723.34 288.138.16 2008 Totals 128,086.64 26,449.34 101,637.30 21 06/3012009 64,043.32 10,445.01 53,598.31 234,539.85 22 12/3112009 64,043.32 8,502.07 55,541.25 1781998.60 2009 Totals 128.086.64- 18,947.08 109,139.56 23 06/3012010 64.043.32 6,488.70 57,554.62 121,443.98 24 12/3112010 64,043.32 4,402.34 59,640.98 61,803.00 2010 Totals 128,086.64 10,891.04 117,195.60 25 0613012011 64,043.32 2,240.32 61,803.00 0.00 12011 Totals 64,043.32 2,240.32 61,803.00 . Grand Totals 1,430,216.40 530.216.40 900,000.00 . . . . (": r-; \._...~ : \ .......... ~ I ~ I [., lh. I '",./ ~ ; ~ - (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of Dubuque, Iowa. Date of Meeting: March 15 , 1999. Time of Meeting: 7 :00 o'clock P.M. Place of Meeting: Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for said meeting is as follows: $900,000 Urban Renewal Tax Increment Revenue Bond, Taxable Series 1999A. Resolution authorizing the issuance. Such additional matters as are set forth on the additional 6 page(s) attached hereto. (number) City Council This notice is given at the direction of the pursuant to Chapter 21, Code of Iowa, and the local rules of said governmental body. . . . March 15 , 1999 The City Council of Dubuque, Iowa, met in regular Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa, at the above date. There were present Terrance M. DU<:Jgan following named Council Members: Roy'"Buol, John Markham, Ann Michalski, Dan Nicholson, Joe Robbins, Dirk Voetberg Absent: None ********* - 2 - session, in the 7:00 o'clock~.M., on , in the chair, and the . . . r... ~ : CIG03.TXT 5/91 '.r ("'\ r 1\ I it, ! ',"..' r f r CITY CLERK'S CERTIFICATION TO COUNTY AUDITOR Pursuant to the provisions of Section 76.2 of the Code of Iowa, I do hereby certify that attached hereto is a true and correct copy of the Resolution authorizing the issuance of $900,000 Urban Renewal Tax Increment Revenue Bonds, Taxable Series 1999A, and levying a tax therefor adopted by the Council of the City of Dubuque, Iowa, on the date thereof, the original of which is on file in the records of the undersigned. Dated this 16th day of March , 1999. (CITY SEAL) ----------------------------------------------------------------------------------------------------------- COUNTY AUDITOR'S CERTIFICATE I, Denise Dolan , County Auditor of Dubuque County, Iowa, hereby certify that on the 16th day of March , 1999 there was filed in my office the Resolution of the City Council of Dubuque, Iowa, adopted on the 15th day of March , 1999, said Resolution levying a tax for the purpose of paying principal and interest on $900,000 of Urban Renewal Tax Increment Revenue Bonds, Taxable Series 1999A, and authorizing the issuance of said Bonds, all duly certified upon the form attached above. tJ-t/v~>~ tfJ1- ~f41~ j.. ~/ '9tr, OJ b~ I [1i~~ County Auditor of Dubuque ounty, Iowa U (COUNTY SEAL) DCORNELL\176840\1 \1 0422052 '. REGISTERED CERTIFICATE NO. R-l STATE OF IOWA COUNTY OF DUBUQUE CITY OF DUBUQUE URBAN RENEWAL TAX INCREMENT REVENUE BOND TAXABLE SERIES 1999A REGISTERED $900,000 ~ Maturity Bond Date As described herein As described herein March 18, 1999 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 dates indicated herein, to AMERICAN TRUST & SAVINGS BANK DUBUQUE, IOWA c;... .. or registered assigns, the principal sum of NINE HUNDRED THOUSAND DOLLARS ($900,000) in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of the City Treasurer, Paying Agent of this issue, or its successor, with interest on said sum from the date hereof until paid at the rate per annum specified herein, payable on June 30, 1999, and semiannually thereafter on the 1st day of June and December in each year. This Bond shall bear interest from its date of delivery at the initial rate of seven and one-quarter percent (7.25%) per annum (the "Initial Rate"), which Initial Rate shall be adjusted thereafter on each of April 1, 2002, April 1, 2005 and April 1, 2008 (each an "Adjustment Date"). Interest shall be calculated by American Trust & Savings Bank, Dubuque, Iowa (the "Original Purchaser") on each Adjustment Date for the ensuing three-year period to equal the prime rate of interest as published in the Money Rate section of The Wall Street Journal, minus one-half of one percent (0.50%) (the "Adjusted Rate"). In no event shall the Adjusted Rate cause the rate of interest borne by the Bonds to exceed nine percent (9%) or to be less than six percent (6%). . This Bond shall mature in the principal amounts set forth on the Debt Service Schedule attached hereto as Exhibit A and incorporated herein by this reference. As set forth on said Debt Service Schedule, principal shall be payable on December 31, 2001 and semiannually thereafter on June 30th and December 31st of each year in the amounts . . . set forth therein until principal and interest are fully paid, except that the final installment of the entire balance of principal and interest, if not sooner paid, shall become due and payable on June 30, 2011. On each Adjustment Date, the Debt Service Schedule shall be adjusted by the Original Purchaser to reflect the Adjusted Rate to be borne by this Bond for the succeeding three-year period, calculated as described above. Principal maturities shall be adjusted to the extent practicable to provide for substantially level payments of principal and interest in each year. Such revised Exhibit A thereafter shall be deemed to be incorporated herein by reference and made a part hereof and supersede and replace the Debt Service Schedule initially attached to this Bond. 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 next preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. THE ISSUER DOES NOT INTEND OR REPRESENT THAT THE INTEREST ON THIS BOND WILL BE EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES UNDER SECTION 103 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE ISSUER IS NOT OBLIGATED TO TAKE ANY ACTION TO ATTEMPT TO SECURE ANY SUCH EXCLUSION. THE HOLDER OF THIS BOND THEREFORE SHOULD TREAT THE INTEREST THEREON AS BEING SUBJECT TO FEDERAL INCOME TAXATION. This Bond is issued pursuant to the provisions of Section 403.9 of the Code of Iowa, as amended, for the purpose of paying costs of aiding in the planning, undertaking and carrying out of urban renewal project activities under the authority of Chapter 403 of the Code of Iowa and the Urban Renewal Plan for the Dubuque Industrial Center/South Economic Development District, including those costs associated with the funding of an economic development grant to Advanced Data-Comm, Inc., an Iowa corporation, pursuant to and under the conditions set forth in a Development Agreement dated as of November 16, 1998 by and among the City of Dubuque, ADC Properties, L.C., an Iowa limited liability company (the "Developer"), and Advanced Data-Comm, Inc., in conformity to a Resolution of the Council of said City duly passed and approved. This Bond is not an indebtedness within the meaning of any statutory provisions, or a general obligation of the City. This Bond may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or from time to time in part, by giving thirty days' notice of redemption by registered mail, to the registered owner of the Bond. The terms of redemption shall be par, plus accrued interest to date of call. . . . Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by the City Treasurer, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar, 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 384.83(5) of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. This Bond, as provided in the Bond Resolution of which notice is hereby given and is hereby made a part hereof, is payable from and secured by a pledge of the tax increment revenues collected in respect of the Developer's properties located within the Dubuque Industrial Center/South Economic Development District (the "Project Area"), as defined and provided in said Resolution, as referred to and authorized in subsection 2 of Section 403.19 of the Code of Iowa, as amended ("incremental taxes"). There has heretofore been established and the City covenants and agrees that it will maintain in force an ordinance providing for the division of incremental taxes within the Project Area for the establishment of a sinking fund to meet the principal of and interest on this Bond as the same becomes due. This Bond is not payable in any manner by general taxation and under no circumstances shall the City be in any manner liable by reason of the failure of said tax increment revenues to be sufficient for the payment hereof. 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. IN TESTIMONY WHEREOF, said City by its City Council has caused this Bond to be signed by the manual signature of its Mayor and attested by the manual signature of its City Clerk, with the seal of said City impressed hereon, and authenticated by the manual signature of an authorized representative of the Registrar, the City Treasurer, Dubuque, Iowa. ATTEST: By: ~Il~ CIty, erk (Seal) By: Date of authentication: March 18 , 1999 . . . This is one of the Bonds described in the within mentioned Resolution, as registered by the City Treasurer. CITY TREASURER By: Registrar Registrar and Transfer Agent: City Treasurer Paying Agent: City Treasurer It is certified that the following is a correct and complete copy of the opinion of bond counsel issued as of the date of delivery of the issue of which this Bond is a part. ~()~ City erk 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 certiticate( 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 ofTransferee(s) Address of Transferee( s) Social Security or Tax. Identification Number of Transferee( s) Transferee is a(n): Individual * Partnership Corporation 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 IT TEN - as joint tenants with right of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - ..........Custodian.......... (Cust) (Minor) under Iowa Uniform Transfers to Minors Act................ (State) DCORNELL\175662\1 \10422052 Sent by: C~TY OF DUBUQUE R.go~ved: 31 9/S9 ":06; 319 589 4149; 03/09/99 11 :30; Jerlax #78; Page 4/8 319582184' .> c~.~ u~ uueuYua. ~-W.- }IAR. -09' 99 tTUE) 10: 02 AMERI CAN TRUST TEL:3195821841 P. 003 03109/1999 Page! .erN OF DUBUQUE-$900,OOO TlF in support_C?f ~c properties Compound Period .........: Semiannual Nominal Annual Rate .... : Effective Annual Rate on : Periodic Rate .................. : Dally Rate ........................: 7.250 D,4 7.381 o"c. 3.6250 % 0.02014 GAl CASH FLOW CA l' A Event _.. .,. . Start Oata 0311811999 06fJ0I1999 12J3112oo1 Amcunt Number Period End Oate 1 Lean 2 Payment 3 Payment 900,000.00 Interest Only 64.043.32 1 5 Semiannual 0613012001 20 Semiannual 06/30/2011 AMORTIZATlON SCHEDULE - Normal Amortization, 360 Day Year Date Paymen~_. Interest Principal Balance ... . Loan 03118/1999 900,000.00 1 0613011999 18,850.00 18,850.00 0.00 900,000.00 2 12131/1999 32,625.00 32,625.00 0.00 900,000.00 . 1999 Totals 51,475.00 51,475.00 0.00 3 06I3Cl12000 32,625.00 32,625.00 0.00 900,000.00 4 12/31/2000 32.625.00 32,625.00 0.00 900,000.00 2000 Totals 65,250.00 65,250.00 0.00 5 08/3012001 32,625.00 32,825.00 0.00 900,000.00 6 12/3112001 64,043.32 . 32,625.00 31.418.32 B68,581.68 2001 Totals se,e6a.32 65,250.00 31,418.32 7 0613012002 64.043.32 31.486.09 32,557.23 836.024.45 B 1213112002 64,043.32 30,305.89 33,737.43 802,287.02 2002 Totals 128,086.64 61,791.98 66,294.66 9 06/30/2003 64.043.32 29.082.90 34,960.42 767,326.60 10 1213112003 64,043.32 27,815.59 36.227.73 731,098.87 2003 Totals 128,086.64 56,898.49 71,188.15 11 06/30J2oo4 64,043.32 26,502.33 37,540.99 693,557.88 12 12J31/2C04 64,043.32 25,14 ~47 38,901.85 854,6S6.03 2004 TctaLs 128,086.64 51.84",.80 76,442.84 13 0613012005 64,043.32 23,731.28 40,312.04 614,343.99 14 1213112005 64,043.32 22,269.97 41In3.35 572.570.64 . 2005 Totals 128,086.64 46,001.25 82,085.39 15 06/30/2006 64.043.32 20.755.69 43.287.63 529,283.01 18 1213112006 64,043.32 19,186.51 44,856.81 ~,426.20 ent by: CIfvOF DUBUQUE ReC8~~gd: 31 Q/Q9 11:06; MAl -09' 99[TUE) 10:0Z AMERICAN TRUST 319 589 4149; 03/09/99 11 :31; JeHax #78; Page 5/8 ~lw~a~1041 .~ ~~I- ~r ~wuw~~_. . -w- 4 TEL:3195821841 . .. .rrv OF oueu.9UE-$900,OOO TIF .I.~ support at A~ Properties Cate 2006 Totals 17 O6130J2007 18 '~1/2007 2001 T etals 19 06J30/2008 20 1213112008 2008 Tatall 21 0613012009 22 1213112009 2009 Totals 23 06/30120'0 24 1213112010 20'0 TotalS 2S 061301201' 2011 Tetals .rand Totals . . Pavment 128,066.64 64,043.32 64,043.32 128,086.84 64,043.32 64,043.32 128,086.64 64,043.32 64,043.32 128,086.64 64,043.32 64,043.32 128,056.64 64,043.32 64,043.32 1,430,216.40 Interest 39.942.20 11,SSO.45 15,875.45 33,435.90 14,129.38 12.319.98 26,449.34 10,445.01 8,502.07 18,947.08 6,488.70 4.402.34 10,891.04 2,240.32 2,240.32 530,216.40 ~rindpal 88,144.44 46,482.87 48.167.87 94,650.74 49,913.96 51,723.34 101,637.30 53,598.31 55,541.25 109,139.56 57,554.62 59,640.98 117,195.60 61.803.00 61,803.00 900,000.00 P. 004 03109/1989 Page 2 BalsrtClt 437,943.33 389,775.46 339,861.50 288,138.16 234,53S.8S 178,998.60 121.443.98 61,803.00 0.00 . .. . -, ~ ~ " ; CIG-IO 9/93 TRANSCRIPT CERTIFICATE I, the undersigned, being first duly sworn, do hereby depose and certify that I am the duly appointed, qualified and acting Clerk of the City of Dubuque, Iowa, and that as such Clerk I have in my possession or have access to the complete corporate records of said City and of its Council and officials, and that I have carefully compared the transcript hereto attached with the aforesaid corporate records and that said transcript hereto attached is a true and complete copy of all the corporate records in relation to the authorization, issuance and disposition of $900,000 Urban Renewal Tax Increment Revenue Bond, Taxable Series 1999A, of said City dated March 18, 1999, and that said transcript hereto attached contains a true and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time, in relation to the authorization, issuance and disposition of said Bond, and that said Council consists of a Mayor and six (6) Council Members, and that said offices were duly and lawfully filled by the individuals listed in the attached transcript as of the dates and times referred to therein. I further certify that said City is and throughout the period of said proceedings has been governed under the Mayor/Council form of municipal government authorized by Chapter 372, City Code of Iowa, under the provisions of its charter as recorded with the Secretary of State. I further certify that all meetings of the City Council of said City at which action was taken in connection with said Bond was open to the public at all times in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and was duly given at least twenty-four hours prior to the commencement of the meeting by notification of the communications media having requested such notice and posted on a bulletin board or other prominent place designated for the purpose and easily accessible to the public at the principal office of the Council all pursuant to the provisions and in accordance with the conditions of the local rules of the Council and Chapter 21, Code of Iowa. I further certify that no City officer or employee has any interest in the contract for the sale of the Bond or any matter incidental thereto, according to my best knowledge and belief. -1- . . . I further certify the stated officers whose signatures appear below are now the duly qualified and acting officials of the City, possessed of the offices as designated below, to-wit: Mayor: City Clerk: Mary A. Davis ~d~ ngmal SIgnature) Treasurer: Gerald Hird ~ .. f-' .. .~. .'h' _ .. (Original Signature) WITNESS my hand and the seal of said City hereto attached this ;.S d, day ~ , 1999, at Dubuque, Iowa. of (SEAL) ~-5~ City Clerk, buque, Iowa -2- . . . STATE OF IOWA COUNTY OF DUBUQUE ) ) SS ) Subscribed and sworn to before me by Mary A. Davis, on this /~ day of ~ ' 1999. ....__~~ (SEAL) DCORNELL\176860\1 \1 0422052 ., / Public in and for Dubuque County, Iowa -3- . . . ~ t ;_ ~ ; ClREV2A.TXT 5/91 DELIVERY CERTIFICATE We the undersigned, Mayor, Clerk and Treasurer, do hereby certify that we are the officers, respectively above indicated, of a municipal corporation in the State of Iowa, known as the City of Dubuque, Iowa; that pursuant to the provisions of Section 403.9, Code of Iowa, there have been heretofore lawfully authorized and this day by us lawfully executed, issued, caused to be registered and authenticated and delivered one fully registered Urban Renewal Tax Increment Revenue Bond, Taxable Series 1999A, of said City of Dubuque, Iowa, in the amount of $900,00, dated March 18, 1999, bearing interest and maturing as set forth therein (the "Bond"). The Bond has been executed with the manual signature of the Mayor and the manual signature of the Clerk of said City. The Bond has been delivered to the purchaser, namely: American Trust and Savings Bank Dubuque, Iowa and have been paid for in accordance with the terms of the contract of sale and at a price of par and accrued interest. We further certify that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of said City, or the titles of the aforesaid officers to their respective positions, or the validity of the aforesaid Bond, or the pledge of the Tax Increments collected in respect of certain properties within the Dubuque Industrial Center/South Economic Development District (the "Project Area"), as defined and provided in the issuance Resolution including the Technology Park (AD C) TIF Account and portion of taxes to be paid into such account as referred to and authorized by subsection 2 of Section 403.19 of the Code of Iowa, as amended (the "incremental taxes"). There has heretofore been established and the City covenants and agrees that it will maintain in force an ordinance providing for the division of incremental taxes within the Project Area for the establishment of a sinking fund which shall be used to pay the principal of and interest on the Bond as the same may become due. The Bond is not payable in any manner by general taxation and under no circumstances shall the City be in any manner liable by reason of the failure of said Tax Increments to be sufficient for the payment thereof. i. . . ~ We further certify that each of the officers whose signatures appear on the Bond were in occupancy and possession of their respective offices at the time the Bond was executed and do hereby adopt and affirm their signatures appearing in said Bond. We further certify that the present financial condition of said City is as follows: Assessed and taxable value of all taxable property within the City, except moneys and credits and tax free lands (Year 1997), according to the last completed State and County tax lists (100% - Before Rollback): $1,776,342,000.00 Total general obligation bonded indebtedness of the City: $ 9,440,000.00 Total revenue bonded indebtedness payable from incremental taxes ofthe Project Area, including above mentioned Bond: $ 900,000.00 All other general obligation indebtedness of any kind (including stamped warrants, warrants, judgments, contracts of purchase or lease/purchase, self-insurance or local government risk pool obligations and other revenue bonds issued under Code Section 403.9): $ 3,890.000.00 -2- . . . ow ., . IN WITNESS WHEREOF, we have hereunto affixed our hands at Dubuque, Iowa, this 18th day of March , 1999. (jJ Mayor (SEAL) ~()~ City Clerk \ ~/~;;l/ ')CU'~,,~~=;:~ Treasurer I, the undersigned, the officer of the bank indicated by my signature hereto, do hereby certify that I am personally acquainted with the persons whose signatures, each known to me to be genuine, are signed to the foregoing certificate; and that I know that the persons aforesaid are the officers of the City named in said certificate, indicated respectively by the title appended to the respective signature and whose signatures appear on the Bond mentioned in said certificate. Dated at Dubuque, Iowa, the date last above written. AMERICAN TRUST & SAVINGS BANK By: Its: 1-: ( (Title) DCORNELL\176846\1 \1 0422052 -3- . We further certify that each of the officers whose signatures appear on the Bond were in occupancy and possession of their respective offices at the time the Bond was executed and do hereby adopt and affirm their signatures appearing in said Bond. We further certify that the present financial condition of said City is as follows: Assessed and taxable value of all taxable property within the City, except moneys and credits and tax free lands (Year 1997), according to the last completed State and County tax lists (100% - Before Rollback): $ II 770,3 'i'd. I DDO . Total general obligation bonded indebtedness of the City: 4> .tJF & /'30/ q g __ r~(1J [:rIVe ::-4-t-- ~~p#A..1 Total revenue bonded indebtedness payable from incremental taxes of the Project Area, including above mentioned Bond: $ 1. '-I t/tJ, (~O , 00 I ' $ 70~ 000, c;O . All other general obligation indebtedness of any kind (including stamped warrants, warrants, judgments, contracts of purchase or lease/purchase, self-insurance or local government risk pool obligations and other revenue bonds issued under Code Section 403.9): $ 3, ~1 OJ f)cJO , ' . -2- . . . " CIREV2A.TXT 5/91 DELIVERY CERTIFICATE We the undersigned, Mayor, Clerk and Treasurer, do hereby certify that we are the officers, respectively above indicated, of a municipal corporation in the State of Iowa, known as the City of Dubuque, Iowa; that pursuant to the provisions of Section 403.9, Code of Iowa, there have been heretofore lawfully authorized and this day by us lawfully executed, issued, caused to be registered and authenticated and delivered one fully registered Urban Renewal Tax Increment Revenue Bond, Taxable Series 1999A, of said City of Dubuque, Iowa, in the amount of $900,00, dated March 18, 1999, bearing interest and maturing as set forth therein (the "Bond"). The Bond has been executed with the manual signature of the Mayor and the manual signature of the Clerk of said City. The Bond has been delivered to the purchaser, namely: American Trust and Savings Bank Dubuque, Iowa and have been paid for in accordance with the terms of the contract of sale and at a price of par and accrued interest. We further certify that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of said City, or the titles of the aforesaid officers to their respective positions, or the validity of the aforesaid Bond, or the pledge of the Tax Increments collected in respect of certain properties within the Dubuque Industrial Center/South Economic Development District (the "Project Area"), as defined and provided in the issuance Resolution including the Technology Park (AD C) TIF Account and portion of taxes to be paid into such account as referred to and authorized by subsection 2 of Section 403.19 of the Code of Iowa, as amended (the "incremental taxes"). There has heretofore been established and the City covenants and agrees that it will maintain in force an ordinance providing for the division of incremental taxes within the Project Area for the establishment of a sinking fund which shall be used to pay the principal of and interest on the Bond as the same may become due. The Bond is not payable in any manner by general taxation and under no circumstances shall the City be in any manner liable by reason of the failure of said Tax Increments to be sufficient for the payment thereof. . . . We further certify that each of the officers whose signatures appear on the Bond were in occupancy and possession of their respective offices at the time the Bond was executed and do hereby adopt and affirm their signatures appearing in said Bond. We further certify that the present financial condition of said City is as follows: Assessed and taxable value of all taxable property within the City, except moneys and credits and tax free lands (Year 1997), according to the last completed State and County tax lists (100% - Before Rollback): Total general obligation bonded indebtedness of the City: Total revenue bonded indebtedness payable from incremental taxes of the Project Area, including above mentioned Bond: All other general obligation indebtedness of any kind (including stamped warrants, warrants, judgments, contracts of purchase or lease/purchase, self-insurance or local government risk pool obligations and other revenue bonds issued under Code Section 403.9): -2- $ 1,776,342,000.00 $ 9,440,000.00 $ 900.000.00 $ 3,890.000.00 \' ...- . We further certify that each of the officers whose signatures appear on the Bond were in occupancy and possession of their respective offices at the time the Bond was executed and do hereby adopt and affirm their signatures appearing in said Bond. We further certify that the present financial condition of said City is as follows: Assessed and taxable value of all taxable property within the City, except moneys and credits and tax free lands (Year 1997), according to the last completed State and County tax lists (100% - Before Rollback): $1,776,342,000.00 Total general obligation bonded indebtedness of the City: $ 9,440,000.00 . Total revenue bonded indebtedness payable from incremental taxes of the Project Area, including above mentioned Bond: $ 900,000.00 All other general obligation indebtedness of any kind (including stamped warrants, warrants, judgments, contracts of purchase or lease/purchase, self-insurance or local government risk pool obligations and other revenue bonds issued under Code Section 403.9): $ 3,890.000.00 . -2- . . . AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. ATTORNEYS AT LAW KENNETH H. HAYNIE H. RICHARD SMITH JOHN F. MCKINNEY, JR. l. W. ROSEBROOK RICHARD G. SANTI EDGAR H. BITTLE RONALD l. SUTPHIN TERRY l. MONSON LANCE ^- COPPOCK DAVID H. lUGINBlll MARK W. BEERMAN EDWARD W. REMSBURG RANDAll H. STEFANI ELIZABETH GREGG KENNEDY WADE R. HAUSER III WilLIAM J. NOTH DAVID SWINTON LINDA l. KNIEP JOHN D. HINTZE PETER PASHlER IVAN T. WEBBER JANE B. MCALLISTER JAMES C. HANKS R. MARK CORY SERGE H. GARRISON RONALD l. PEELER ANDREW J. BRACKEN STEVEN l. SERCK MICHAEL J. EASON STEVEN M. NADEL ElIZABETH ^- GROB JENNIFER ^- BENNING PATRICIA^- WESTEMEYER 100 COURT AVENUE, SUITE 600 DES MOINES, IOWA 50309-2231 OF COUNSEL PAUL F. AHLERS PHILIP J. DORWEllER ROBERT G. AllBEE 515-243-7611 515-243-2149 FAX JAMES EVANS COONEY (1917-1998) March 10, 1999 Mr. James Burke Community and Economic Development Department City of Dubuque 50 W. 13th Street Dubuque, Iowa 52001-4864 RE: $900,000 Urban Renewal Tax Increment Revenue Bond Taxable Series 1999A Dear Mr. Burke: With this letter I am enclosing the necessary proceedings and closing certificates to complete action on the issuance of the above Bond, consisting of the following: 1. Resolution approving Second Amendment tmDevelopment Agreement. This resolution approves of the form of Second Amendment to Development Agreement between the City, ADC Properties, L.C. and Advanced Data-Comm, Inc., the effect of which is to add a new Section 4.11 to the original Development Agreement. An extra copy of the resolution is enclosed to be completed as the original and returned to us for our transcript of the action taken. 2. Second Amendment to Development Agreement. Three (3) executiQll copieswf the Second Amendment to Development Agreemeqt are enclosed, each of which should be dated and signed by the parties thereto. Each+ofthethree p~s should, retain an original cop" of the same, with a photocopy being returned to us for our'!, transcript of the action taken. I also am enclosing a marked page from the Second Amendment to Development Agreement reflecting the changes made to the initial draft of the same. . -. . March 10, 1999 Page 2 3. Resolution authorizing the issuance. This resolution authorizes the issuance of the Bond and approves of the Purchase Agreement with American Trust & Savings Bank (the "Purchaser"). There are blank spaces in the form of Bond included as part of the resolution which may be left blank. I would suggest that a certified copy of this resolution be provided to the Purchaser at the time of closing. An extra copy of the resolution is enclosed to be completed as the original and returned to us for our transcript of the action taken. 4. Auditor's Certificate. A copy of the resolution authorizing the issuance should be filed in the office of the County Auditor following its passage by the City Council, using the form of certification enclosed. Extra copies of the certification are enclosed for delivery to the Auditor and to be returned to us for our transcript of the action taken. 5. Purchase Agreement. Three (3) e.xecution copie&ofthe Purc~ Agreement w-e enclosed, each of which should be dated and signed by the parties thereto. The City sltould maintain an original coPY\l and another copy should bedetivte4\> the Purchaser at the time of closir~. The third co,y should be returned to ~ for our transcript of the action taken. I also am enclosing a marked page reflecting a change made in the first paragraph of the Purchase Agreement. 6. Original Bond No. R-l. The original Bond is enclosed, with attached Exhibit A, consisting of the Debt Service Schedule prepared by the Purchaser. The Bond, should be signed by the Mayor and the City Clerk on the third page thereof, and the,pl,~ ;II of the City should be impressed next to the Clerk's signaQe. The _ of authentication will be the date of closing (expected to be March 18, 1999) The Registrar should authenticate the Bond in the fourth page, and the City Clerk also should sign below the certification relating to the bond counsel opinion. The original Bond should be delivered to the Purchaser at the time of closinB' I would suggest that you keep a photocopy of the executed Bond, and would ask that you return a photocopy of the completed Bond to us following the closing for our transcript of the action taken. . . March 10, 1999 Page 3 7. Delivery Certificate. Two (2) execution copie~ of a Delivery Certificatettre enclosed, each of which should be signed by the City offici~s identified on the third page\t; thereof. Prior to executioA, the financial information setiorth on page two should b6 inserted in the spaces provided. ".The signatures of the City officills should be attested by~ a representative of the Purchaser, ",ing the form of certification included on the third page. This certificate should be dated as of the date of closing. An extra copy of the Delivery Certificate is enclosed to be completed as the original and returned to us for our transcript of the action taken. The original copy should be maintained by the City. 8. Transcript Certificate. Two (2) execution copies of a Transcript Certificate are enclosed, each of which should be s_:,o)'the City ()fficials identifiei on the..d. ...~I and thereafter by the City Clerk in the presence of a notary public. This certificate may be dated as of the date of execution. The original copy of the Transcript Certificate should be retained by the City, with the other copy being returned to us for our transcript of the action taken. 9. Legal Opinion. I also am enclosing a draft of the legal opinion that we would expect to deliver to the Purchaser at the time of closing. Because a very rapid closing is anticipated following the City Council's meeting, prompt attention will need to be given to obtaining the required signatures and making the necessary filing with the County Auditor. Our copies of the above items should be returned to us by no later than Wednesday, March 17, 1999 so that we will have an opportunity to review the same prior to closing. We will forward our signed legal opinion to you once we have confirmed that all is in order. At the time of closing, the original Bond and original copies of the Purchase Agreement and legal opinion will be delivered to the Purchaser, along withPb2!2popi~~ . of the Resolution authorizing issuance and the Second Amendment to Development Agreement. The City will thereupon receive the proceeds of the Bond in the amount of $900,000. At that point, the capitalized interest and the reserve fund amounts should be set aside for their respective purposes, and the balance of the Bond proceeds should be held until such time as the City is ready to close its transaction with the Developer and fund the Economic Development Grant. -. . . 4 March 10, 1999 Page 4 Should you have any questions concerning any of the foregoing instructions, or with respect to the documents themselves, please don't hesitate to contact me. WJN:dc encl. cc: Barry Lindahl Mary A. Davis (w/originals) DCORNELL\177093\1 \1 0422052 Yours very truly, ~ William J. Noth FOR THE FIRM