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Sale of General Oblgation Bonds Series 2012 C & DMasterpiece on the Mississippi May 25, 2012 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: $6,965,000 Taxable General Obligation Bonds, Series 2012C $7,595,000 General Obligation Bonds, Series 2012D Dubuque bierd All- America City 1 2007 The sale of $6,965,000 Taxable General Obligation Bonds, Series 2012C; and $7,595,000 General Obligation Bonds, Series 2012D will be held Monday, June 4, 2012 at 11:00 a.m. The results will be brought to the June 4th City Council Meeting. A letter from Attorney Mark Cory, acting as the City's bond counsel from the Ahlers and Cooney law firm, detailing information on the bond sale and Moody's Investors Service bond rating report are attached. Michael C. Van Milligen MCVM /jml Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager Jennifer Larson, Budget Director Kenneth TeKippe, Finance Director AHLERS &COONEY, P.C. 100 COURT AVENUE. SUITE 600 DES MOINES. IOWA 50309 -2231 PHONE 515 -243 -7611 FAX: 515 -243 -2149 WWW.AHLERSLAW.COM R. MARK CORY rcary@ahlerslaw.com May 23, 2012 Ms. Jenny Larson Budget Director City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 RE: Taxable General Obligation Bonds, Series 2012C General Obligation Bonds, Series 2012D Dear Ms. Larson: Direct Dial: (515)246 -0378 With this letter I am enclosing proceedings for the sale date (June 4, 2012), in each case covering minutes of the reception of bids and form of resolution awarding the Bonds to the best bidder. In each case, sealed and electronic bids for the Bonds should be received by the Finance Director and listed in the minutes. After a final call for sealed bids, the bids should then be opened and the best bid recorded. Only sealed and electronic bids are permitted by the terms of sale. No other bids should be considered. All bids should then be referred to the Council for award of the Bonds. Acceptance of the best bid can be made by execution of the applicable bid form. Extra copies of the proceedings are enclosed to he completed as the originals and returned to us for our transcript of the action taken. In addition, please return copies of the bids and particularly the accepted bid in each case. WISHARD & BAILY - 1888: GUERNSEY & GAILY - 1893; GAILY & STIPP - 1901; STIPP, PERRY, BANNISTER & STARZINGER - 1914; BANNISTER, CARPENTER, AFILERS & COONEY - 1950: AHLERS. COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974: AHLERS, COONEY. DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. - 1990 May 23, 2012 Page 2 Should you have any questions, please don't hesitate to contact me. RMC:dc encl. cc: Ken TeKippe (w /encl.) Tionna Pooler (w /encl.) 00868951 -1 \10422 -134 MOODY'S INVESTORS SERVICE New Issue Moody's Assigns Aal Rating to City of Dubuque's (IA) $7 million Taxable GO Bonds, Series 2012C and $7 6 nllion GO Bonds, Series 2012D Global Credit Research 23 May 2012 Aal Rating Affirmed on $88 4 mill ion of Post -sate GOULT Debt DUBUQUE LCff Y OF) IA Cities pnclud ing Towns Villages and Townships) IA Moody% Rating ISSUE RATING Taxable General Obligation Bonds Sertes2012C Aa1 Sala Amount Sb (AS 000 Expected Sala Data 0b.0412 Rating Description General Obligation General Obligation Bonds Series 20120 Sale Amount S! SOS 000 Expected Sale Data (b.(14, 12 Rating Description General Obligation Moody's Outlook WOO M1 Opinion NEWYORK May2d 2012 — Moodys Investors Service has assigned aAa1 rating b the Gay of Dubuques lUq S! million Taxable General Obligation Bonds Sanes2012C and S l b nilhan General Obligation Bonds Series 20120 Conourrendy Moodys has affirmed Ole citysAal rating on as outstanding generaloblgation debt Post -sale the city has 9384 nilhon of general obligation unlimited laxdebt SUMMARY RATINGS RATIONALE Both series of bondsare secured by the cilysgeneral oblionon unlimied tax pledge Proesads of Ma S41(1(4 20120 bonds will be used for urban renewal projects in the citys downtown and industrial park urban renewal areas Proceeds of the Sarles20120 bonds wdlhe used for varauscapiul projects Assgnnent and affirmation of Ma MI rating raleels the city s role as a vaginal serrioe and retail provider in northeastern Iowa ldsuer rating Ma stable outlook) and Surrounding slates satisfactory reserves despite an ongoing trend of spending fund balance for capital projects and an above average debt burden supported byalter ate ravanue sources STRENGTI IS - Growing economy bolstered by rote as a ragioal econom sand sernee can tar for nordeasl Iowa and surrounding slates - Revenue - raising ftewbility through access to additional property tax km es and franchise fees Cl IALLENGES - Plans to centime to span(' down financial reserves through fiscal 2012 for capital projects - Reliance on volatile gaming revenues for general operations - Reliance on General Fund for unbudgeted mid -year transfers to Worker's Compensation Fund and Health Insurance Fund in 2011 and 2012 DETAILED CREDIT DISCUSSION GROWING AND DIVERSIFYING TAX BASE EXPERIENCING ONGOING RESIDENTIAL CONSTRUCTION Located in northeast Iowa across the Mississippi River from Wisconsin (Aa2 /stable outlook) and Illinois (A2 /stable outlook), Dubuque serves as the trade and service center for a large tri -state region. The city also benefits from its role as the Dubuque County seat and home to three small colleges with combined enrollment of approximately 4,000 students. We expect the city's tax base, valued at $3.6 billion in levy year 2011, to continue to exhibit a favorable rate of growth due to expansion of the residential sector, spurred by the attraction of new employers to the region. In 2009, IBM (senior unsecured debt rated Aa3 /stable outlook) moved into a previously vacant building downtown, adding a new technology support center, which has generated 1,300 jobs. The new IBM presence has led to additional retail and residential development in the area, with the city seeing 25 multi - family building permits in fiscal 2010 and 89 in fiscal 2011 (compared to 14 in fiscal 2007). Dubuque has two casinos, the city -owned Mystique and the Diamond Jo Casino, which represented 2.7% of the tax base in 2011. Diamond Jo underwent an $80 million expansion at the end of 2008, which has led to a decline in market share at the Mystique casino and a reduction in gaming revenues to the city. Development in the historic Millwork area downtown is ongoing with plans for $200 million in public and private investment over the next five years, including additional retail and multi - family residential development. Officials report that the John Deere (senior unsecured debt rated A2 /stable outlook) Dubuque Works plant, the city's largest employer with 1,800 employees, is embarking on a $44 million expansion starting in 2012, which is expected to lead to 200 additional jobs. Positively, while the city's unemployment rate increased during the recession, it remained around the state's levels, peaking at about 6% in 2009 and 2010. The rate has since fallen to 5.1% in March 2012, comparing favorably to the state's 5.7% rate and the nation's 8.4% rate for the same time period. The city's population has remained stable in the last two censuses, remaining around 57,500 between 1990 and 2010. Income indices were below state and national levels in the 2006 -2010 American Community Survey from the U.S. Census Bureau. This is offset somewhat by a low cost of living and relatively stable employment. SATISFACTORY RESERVES DESPITE DRAWS ON FUND BALANCE FOR CAPITAL PROJECTS; REVENUE RAISING FLEXIBILITY REMAINS The city's financial position is expected to remain satisfactory due to favorable revenue raising flexibility and a commitment to maintain a minimum reserve level, despite a planned use of reserves from fiscal 2007 to fiscal 2010 for capital projects. The city built up its reserves to $22.3 million, or 41.3% of revenues in fiscal 2007, primarily from gambling revenues and grants for capital projects, and then began spending down reserves in fiscal 2008. Between fiscal 2007 and fiscal 2010, the city spent approximately $8.5 million in reserves on various capital projects, including library renovations, riverfront redevelopment, parks and recreation areas, building improvements and equipment purchases. In fiscal 2011, the city budgeted to use $1 million of fund balance for capital projects and mid -year transfers to the health insurance fund and worker's compensation fund due to high claims costs. However, the city received additional unexpected grants for several capital projects and instead realized a $2 million increase in General Fund balance, ending fiscal 2011 at $15.9 million, or 26.9% of revenues. The fiscal 2012 budget includes a $2 million use of fund balance for additional capital projects. Currently, the city expects to use up to an additional $1.3 million for unbudgeted transfers to the health insurance fund for high claims costs. Should the entire amount be utilized, General Fund reserves would decline to $12.6 million, or a still satisfactory 19.5% of projected revenues. The city has a balanced budget for fiscal 2013, which includes a 3.9% property tax rate increase to cover employee wage and benefit increases and pension contribution increases. The city's informal policy is to maintain a minimum of 10% of expenditures (or $4 million) in its reserves, though management expects that reserves will not be reduced below approximately $7 million (11.8% of 2011 revenues). We note that should the city continue to spend down its reserves to a level at or below its fund balance policy, reserves would be lower than many of the city's peers at the Aa1 rating category. Favorably, revenue raising flexibility remains available to enhance operations. While the city levies the $8.10/$1,000 tax cap for operations, officials report that $5.7 million of items levied under the cap could be moved to the city's employee benefits or trust and agency levy. Additionally, the city is not utilizing its emergency levy, which would generate an estimated $569,000 if fully utilized. Other flexibility comes from the ability to increase the electric franchise fee, which is currently at 3% and can be raised up to 5 %; however, this would require a special election and council approval as the 3% cap was set by resolution. The majority of the funds that the city has spent from General Fund reserves over the last five years had accumulated over time from gaming revenues. The city owns Mystique Casino, although it is operated by a nonprofit organization, and receives 50% of the casino's profits. The profits are entirely dedicated to capital improvements and have typically generated between $4 million and $6 million per year, although no profits were received in fiscal years 2009 and 2010 due to an agreement between the city and casino. The city also collects funds from an operating lease with Mystique, with 86.5% of these funds dedicated to the city's general operations and the remainder to capital. These revenues reached a high of $10.2 million in fiscal years 2007 and 2008, though they have declined to a budgeted $6.7 million for fiscal 2012 due to a renegotiation of the lease. The city additionally receives a more modest amount from Diamond Jo Casino, between $500,000 and $1.4 million annually, dedicating 86.5% of these receipts for operations and the remainder for capital improvements. Property taxes are the city's largest General Fund revenue source at 43% of 2011 revenues, followed by gaming revenues (both those dedicated to capital and operations) at 22.5 %, and charges for services at 14.4 %. The city receives very little state aid, primarily in the form of grants. The Worker's Compensation Fund has continued to see declines in reserves in recent years, drawing down its cash position to approximately $33,000 at the end of 2011 with a deficit fund balance of $954,000. City officials report that the city has increased contributions to the fund by 16.6% in fiscal 2012 and will increase them an additional 16% for fiscal 2013, though the deficit balance will likely not be fully eliminated. The Health Insurance Fund has also experienced declines in reserves in recent years due to higher than budgeted claims costs. These high claims costs have led to unbudgeted General Fund transfers in order to maintain an actuarially sound reserve amount. In response, the city increased contributions by 9% for fiscal 2012 and will increase contributions an additional 10% for fiscal 2013. Should these funds continue to require unbudgeted General Fund transfers, leading to additional declines in General Fund reserves, the city's long -term credit quality could be impacted. MANAGEABLE DEBT BURDEN WITH ANNUAL BORROWING EXPECTED TO CONTINUE The city's debt burden is above average, with a direct debt burden at 2.4% of full value (net of $24.8 million in sewer, water, and stormwater- supported debt) and an overall debt burden of 2.8 %. The citys debt burden includes $24.3 million in tax increment financing (TIF) revenue bonds, which are not general obligation bonds of the city and are supported by revenues from the city's tax increment districts. The largest TIF bond was issued for construction of a new public parking ramp. Net of these bonds, the citys overall debt burden would be reduced to 2.2% of full value. The city typically issues bonds annually to fund a portion of its capital improvement plan. Principal amortization on GO and TIF debt is below average, with 55.7% of principal repaid within ten years. Al of the city's debt is fixed rate and the city does not have exposure to any interest rate swap agreements. WHAT COULD MAKE THE RATING GO - UP - Strengthening of tax base and demographic profile - Stabilization of financial operations WHAT COULD MAKE THE RATING GO - DOWN - Continued declines in General Fund balance to levels that are not commensurate with the citys Aa1 rating - Continued reliance on unbudgeted General Fund transfers to Worker's Compensation and /or Health Insurance Funds - Substantial deterioration of tax base KEY STATISTICS: 2010 Population: 57,637 (0.1% decline since 2000) 2011 Full valuation: $3.6 billion (4.1% average annual increase since 2006) 2011 Full value per capita: $63,040 Dubuque unemployment rate (March 2012): 5.1% 2006 -2010 Median Family Income: 88% of state 2006 -2010 Per Capita Income: 92.9% of state Fiscal 2011 General Fund Balance: $15.9 million (26.9% of General Fund revenues) Overall debt burden: 2.8% (2.4% direct) Retirement of principal (10 years): 55.7% Post -sale general obligation unlimited tax debt outstanding: $88.4 million PRINCIPAL METHODOLOGY USED The principal methodology used in this rating was General Obligation Bonds Issued by U.S. Local Governments published in October 2009. 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CERTIFICATE STATE OF IOWA ) SS COUNTY OF DUBUQUE NAL I, the undersigned, do hereby certify that I am now and was at the times hereinafter mentioned, the duly qualified and acting Clerk of the City of Dubuque, in the County of Dubuque, State of Iowa, and that as such Clerk and by full authority from the Council of the City, I have caused a NOTICE OF BOND SALE of which the clipping annexed to the publisher's affidavit hereto attached is in words and figures a correct and complete copy, to be published as required by law in the Telegraph Herald, a legal newspaper published at least once weekly, printed wholly in the English language, published regularly and mailed through the post office of current entry for more than two years and which has had for more than two years a bona fide paid circulation recognized by the postal laws of the United States, and has a general circulation in the City, and that the Notice was published in all of the issues thereof published and circulated on the following date: May 25 , , 2012. WITNESS my official signature at Dubuque, Iowa, this 4th June , 2012. (SEAL) 00865382 -1 \10422 -134 Eft a City Cl, rk, City of Dubuq State of Iowa day of NOTICE OF BOND, SALE' Time and Plate of Sealed Bids: Sealed bids for the sale of Bonds of the City of Dubuque, Iowa, will be received at the office of the Finance Director, City Hall, 50 West 13th ' Street in the City of •', 'Dubuque, Iowa (the ,, "Issuer"). • at 11:00 o'clock A.M., on the 4th day, of June, 2012. The , bids" ` Will . then be publicly opened and I referred for action to.', the meeting ofithe City Council in :conformity with the terms of offering. Sale and Award: The sale and award of the Bonds will be held at the Historic Federal, Building, 350 West 6th Street, Dubuque, Iowa, at a meeting of the City Council on the above' date at 6:30 o'clock P.M. The Bonds: The Bonds to be offered are the following: TAXABLE GENERAL OBLIGATION BONDS, SERIES 2012C, in the amount of $6,965,000, to be dated the date of delivery. GENERAL OBLIGATION BONDS, SERIES 2012D, in the amount of $7,595,000, to be dated the date of delivery. (together, the "Bonds ") Adjustment of Principal Amounts. The Issuer reserves the right to increase or decrease the aggre- gate principal amount of each series of the Bonds at the time of sale, as described in the Terms of Offering. Any such. change .will be in increments of $5,000, and may be made in any of the maturities. The pur- chase price will be adjusted proportion- ately to reflect any change in issue size. Manner of Bidding: Open bids will not be received. Bids for each series of the Bonds will be received by any of the following methods: - seamen Blaamge Sealed bids may be submitted and will be received at the office of the Finance' Director, City " Hall, . Dubuque, " Electronic Internet Bidding: Electronicih- ternet bids will be received at the office of the Finance Director, City .Hall, Dubuque, Iowa. The bids must be submitted through the PARITY competitive bidding system. Electronic Facsimile Bidding:Electronicfac- simile bids will be received at the office of the Finance Director, Dubuque,, 'Iowa' (facsimile number: (563) 589 -0890 or (563) 690- 6689). Electronic facsimile bids will be sealed and treated as .sealed bids. Consideration of Bids: After the time for receipt of bids has passed, the close of sealed bids will be announced. Sealed bids will then be publicly opened and 1 announced. Finally, electronic internet bids will be accessed and announced. Official Statement:I The Issuer has issued an Official Statement of information per- taining to the Bonds to be offered, including .a statement of the Terms of Offering and an Official Bid Form for each series, which is incorporated by refer- ence as a part of this notice The Official Statement may .' be obtained by request addressed to the. City Clerk, 50 W. 13th Street, Dubuque, Iowa 52001 (telephone: (563) 589 -4100) or the financial advisor to the. City, Public Financial Management, Inc., 801 Grand . Avenue, Suite 3304, Des Moines, Iowa (telephone; (515) 243- 2600). Terms - of Offering: All bids shall be in conformity with and sale shall be in accord with the Terms of Offering as set forth in , the Official Statement. Legal Opinion: Said Bonds will be sold subject to the opinion of Ahlers & Cooney, P.C., Attorneys of Des Moines, Iowa, as to the legality and their opinion will be furnished together with the printed Bonds without cost to the purchaser and all bids will be so conditioned. Except to the extent necessary to issue their opinion as to the legality of the Bonds, the attorneys will not examine_ or review or express any opinion with respect to the accuracy or complete- ness of documents, materials or state- ments made or furnished ,jn con- nection with the sale, issuance or marketing of the Bonds. Rights Reserved: The right is reserved to reject any or all bids, and to waive any irregularities as deemed to be in the best interests of the public. By order of the City Council of the City of Dubuque, Iowa. Trish L. Gleason Assistant City Clerk of the City of Dubuque, Iowa It 5/25 -- STATE OF IOWA {SS: DUBUQUE COUNTY CERTIFICATION OF PUBLICATION I, Suzanne Pike, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph Herald,a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: May 25, 2012, and for which the charge is $53.27. _c), Subscribed to before me, Notary Public in and for Dubuque County, Iowa, ,20 AZ,- this day of MARY K. WESTERMEYER Communion Numbsr 154885 L (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of Dubuque, Iowa. Date of Meeting: June 4, 2012. Time of Meeting: 11:00 a.m. (Finance Director) 6:30 p.m. (City Council) Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place set out. The tentative agenda for said meeting is as follows: $6;965,000 Taxable General Obligation Bonds, Series 2012C $7,595,000 General Obligation Bonds, Series 2012D • Receipt of bids (11:00 a.m., Finance Director) • Resolutions directing sale (6:30 p.m., City Council) Such additional matters as are set forth on the additional 8 page(s) attached hereto. (number) This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of said governmental body. City C rk, Dubuque, Iowa June 4, 2012 The Finance Director of Dubuque, Iowa, met in the office of the Finance Director, City Hall, Dubuque, Iowa, at 11:00 o'clock A.M., on the above date, to open sealed bids received, access facsimile bids and electronic bids and to refer the sale of the Bonds to the best and most favorable bidders for cash, subject to approval by the City Council at 6:30 o'clock P.M. on the above date. The following persons were present: Budget Director Jenny Larson Finance Director Ken TeKippe Absent: * * * * * * * * This being the time and place for the opening of bids for the sale of $6,965,000 Taxable General Obligation Bonds, Series 2012C, the meeting was opened for the receipt of bids for the Bonds. The following actions were taken: 1. Sealed bids were filed and listed in the minutes while unopened, as follows: Name & Address of Bidders: 2. The Finance Officer then declared the time for filing of sealed bids to be closed and that the sealed bids be opened. The sealed bids were opened and announced. 3. Electronic bids received were accessed and announced as follows: Name & Address of Bidders: Robert W. Baird & Co., Inc. et al, Milwaukee, Wisconsin Hutchinson, Shockey, Erley & Co., Chicago, Illinois BMO Capital Markets GKSt. Inc., Chicago, Illinois Morgan Keegan & Co., Inc., Memphis, Tennessee 4. The best bid was determined to be as follows: Name & Address of Bidder: Robert W. Baird & Co., Inc. et al, Milwaukee, Wisconsin Principal Amount: $6,965,000.00 True Interest Cost: $2,660,654.50 True Interest Rate: 3.1971% All bids were then referred to the Council for action in accordance with the Notice of Sale. This being the time and place for the opening of bids for the sale of $7,595,000 General Obligation Bonds, Series 2012D, the meeting was opened for the receipt of bids for the Bonds. The following actions were taken: 1. Sealed bids were filed and listed in the minutes while unopened, as follows: Name & Address of Bidders: 2. The Finance Officer then declared the time for filing of sealed bids to be closed and that the sealed bids be opened. The sealed bids were opened and announced. 3. Electronic bids received were accessed and announced as follows: Name & Address of Bidders: Robert W. Baird & Co., Inc., et al, Milwaukee, Wisconsin Hutchinson, Shockey, Erley & Co., Chicago, Illinois UBS Financial, Services, Inc., New York, New York J.P. Morgan Securities, LLC, New York, New York Citigroup Global Markets, Inc., New York, New York 4. The best bid was determined to be as follows: Name & Address of Bidder: Robert W. Baird & Co., Inc., et al, Milwaukee, Wisconsin Principal Amount: $7,595,000 True Interest Cost: $2,103,047.66 True Interest Rate: 2.7707 %% All bids were then referred to the Council for action in accordance with the Notice of Sale. June 4, 2012 The City Council of Dubuque, Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the above date. There were present Mayor Roy D. Buol in the chair, and the following named Council Members: Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David Resnick, Lynn Sutton Absent: TABULATION OF BIDS City of Dubuque, Iowa $6,965,000 Taxable General Obligation Bonds, Series 2012C AWARD: ROBERT W. BAIRD & CO., INC. RATINGS: Moody's Investor Services Vial' SALE DATE: June 4, 2012 NAME OF BIDDER COUPON NET INTEREST COST PURCHASER RATE YEAR & TRUE INTEREST RATE PRICE ROBERT W. BAIRD & CO., INC. Milwaukee, Wisconsin C.L. KING & ASSOCIATES, INC. New York, New York FIDELITY CAPITAL MARKETS Chicago, Illinois EDWARD D. JONES & CO. Saint Louis, Missouri COASTAL SECURITIES, INC. Houston, Texas DAVENPORT & CO., LLC Richmond, Virginia SAMCO CAPITAL MARKETS, INC. Houston, Texas KILDARE CAPITAL Philadelphia, Pennsylvania LOOP CAPITAL MARKETS, LLC New York, New York CREWS & ASSOCIATES, INC. Little Rock, Arkansas DUNCAN - WILLIAMS, INC. Richmond, Virginia WEDBUSH SECURITIES, INC. Phoenix, Arizona INCAPITAL LLC Chicago, Illinois WILLIAM BLAIR & COMPANY, LLC Chicago, Illinois VINING- SPARKS IBG, LTD PARTNERSHIP Chicago, Illinois ISAAK BOND INVESTMENTS, INC. Denver, Colorado NORTHLAND SECURITIES, INC. Minneapolis, Minnesota ROSS, SINCLAIRE & ASSOCIATES, LLC Cincinnati, Ohio CRONIN & CO., INC. Minneapolis, Minnesota CORBY CAPITAL MARKETS, INC. Boston, Massachusetts BERNARDI SERCURITIES, INC. Chicago, Illinois FIRST SOUTHWEST COMPANY Dallas, Texas FTN FINANCIAL CAPITAL MARKETS Memphis, Tennessee 2.000% 2014 -2019 2.050% 2020 2.300% 2021 2.500% 2022 2.750% 2023 3.000% 2024 3.150% 2025 3.300% 2026 3.450% 2027 3.550% 2028 3.650% 2029 3.750% 2030 3.850% 2031 3.900% 2032 $2,660,654.50 3.1971% $6,966,389.25 ""' PFM` The PFM Group �— Public Financial Management, Inc. PFM Asset Management LLC 801 Grand Avenue, Suite 3300 Des Moines, Iowa 50309 (515) 243 -2600 $6,965,000 Taxable General Obligation Bonds, Series 2012C City of Dubuque, Iowa Monday, June 4, 2012 Page 2 NAME OF BIDDER COUPON NET INTEREST COST PURCHASER RATE YEAR & TRUE INTEREST RATE PRICE HUTCHINSON, SHOCKEY, ERLEY & CO. 2.000% 2014 -2020 2.200% 2021 2.400% 2022 2.650% 2023 2.900% 2024 3.000% 2025 3.200% 2026 3.400% 2027 3.600% 2028 3.800% 2029 4.000% 2030 4.050% 2031 4.100% 2032 Chicago, Illinois BMO CAPITAL MARKETS GKST, INC. Chicago, Illinois MORGAN KEEGAN & CO., INC. Memphis, Tennessee $2,727,659.16 3.2796% $6,938,831.40 0.700% 2014 $2,740,853.63 $6,888,385.00 0.900% 2015 1.150% 2016 3.3091% 1.400% 2017 1.700% 2018 2.000% 2019 2.250% 2020 2.500% 2021 2.650% 2022 2.800% 2023 3.000% 2024 3.150% 2025 3.300% 2026 3.450% 2027 3.600% 2028 3.700% 2029 3.800% 2030 3.900% 2031 4.000% 2032 2.000% 2014 -2020 2.125% 2021 2.375% 2022 2.625% 2023 2.750% 2024 3.000% 2025 3.125% 2026 3.375% 2027 3.625% 2028 4.000% 2029 -2031 4.125% 2032 $2,762,751.61 $6,901,863.55 3.3322% RATINGS: TABULATION OF BIDS City of Dubuque, Iowa $7,595,000* General Obligation Bonds, Series 2012D AWARD: ROBERT W. BAIRD & CO., INC. Moody's Investor Services Vial' SALE DATE: June 4, 2012 COUPON NET INTEREST COST NAME OF BIDDER RATE YEAR & TRUE INTEREST RATE PURCHASE PRICE ROBERT W. BAIRD & CO., INC. Milwaukee, Wisconsin C.L. KING & ASSOCIATES, INC. New York, New York FIDELITY CAPITAL MARKETS Chicago, Illinois EDWARD D. JONES & CO. Saint Louis, Missouri COASTAL SECURITIES, INC. Houston, Texas DAVENPORT & CO., LLC Richmond, Virginia SAMCO CAPITAL MARKETS, INC. Houston, Texas KILDARE CAPITAL Philadelphia, Pennsylvania LOOP CAPITAL MARKETS, LLC New York, New York CREWS & ASSOCIATES, INC. Little Rock, Arkansas DUNCAN - WILLIAMS, INC. Richmond, Virginia WEDBUSH SECURITIES, INC. Phoenix, Arizona INCAPITAL LLC Chicago, Illinois WILLIAM BLAIR & COMPANY, LLC Chicago, Illinois VINING- SPARKS IBG, LTD PARTNERSHIP Chicago, Illinois ISAAK BOND INVESTMENTS, INC. Denver, Colorado NORTHLAND SECURITIES, INC. Minneapolis, Minnesota ROSS, SINCLAIRE & ASSOCIATES, LLC Cincinnati, Ohio CRONIN & CO., INC. Minneapolis, Minnesota CORBY CAPITAL MARKETS, INC. Boston, Massachusetts FIRST SOUTHWEST COMPANY Dallas, Texas STERNE, AGEE & LEACH, INC. Birmingham, Alabama 2.000% 2014 -2015 3.000% 2016 -2027 3.125% 2028 -2029 3.250% 2030 -2031 3.375% 2032 $2,103,047.66* 2.7707%* $7,760,216.25* * Subsequent to the receipt of bids, the City decreased the aggregate par amount of the Bonds to $7,175,000. The resulting Purchase Price decreased to $7,325,093.36, the True Interest Cost increased to 2.7902% and the Net Interest Cost decreased to $2,035,142.96. The PFM Group Public Financial Management. Inc. PFM Asset Management LLC PFM Advisors 801 Grand Avenue, Suite 3300 Des Moines, Iowa 50309 (515) 243-2600 $7,595,000* General Obligation Bonds, Series 2012D City of Dubuque, Iowa Monday, June 4, 2012 Page 2 NAME OF BIDDER COUPON NET INTEREST COST PURCHASE RATE YEAR & TRUE INTEREST RATE PRICE HUTCHINSON, SHOCKEY, ERLEY & CO. 2.000% 2014 -2020 $2,217,170.78 2.200% 2021 2.350% 2022 2.500% 2023 3.000% 2024 -2026 3.250% 2027 4.000% 2028 -2032 Chicago, Illinois UBS FINANCIAL SERVICES INC. New York, New York J.P. MORGAN SECURITIES LLC New York, New York CITIGROUP GLOBAL MARKETS INC. New York, New York 2.9121% $7,647,438.10 3.000% 2014 -2026 $2,211,823.03 $7,712,172.75 3.125% 2027 -2028 3.250% 2029 -2030 2.9288% 3.500% 2031 -2032 OPcoming,Calendar I; Overview I. Result I . Excel, I Robert W. Baird & Co., Inc. - Milwaukee , WI's Bid Dubuque $7,595,000 General Obligation Bonds, Series 2012D For the aggregate principal amount of $7,595,000.00, we will pay you $7,760,216.25, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following Maturity Date Amount $ Coupon % Yield % Dollar Price 06/01/2014 525M 2.0000 0.5700 102.733 06/01/2015 535M 2.0000 0.7400 103.639 06/01/2016 535M 3.0000 0.8300 108.362 06/01/2017 545M 3.0000 1.0700 109.234 06/01/2018 565M 3.0000 1.3000 109.663 06/01/2019 360M 3.0000 1.5000 109.830 06/01/2020 375M 3.0000 1.7800 107.914 06/01/2021 375M 3.0000 2.0300 106.236 06/01/2022 390M 3.0000 2.2200 104.980 06/01/2023 370M 3.0000 2.5200 103.031 06/01/2024 390M 3.0000 2.6800 102.009 06/01/2025 390M 3.0000 2.8200 101.123 06/01/2026 410M 3.0000 2.9500 100.309 06/01/2027 420M 3.0000 3.1000 98.810 06/01/2028 265M 3.1250 3.1800 99.315 06/01/2029 270M 3.1250 3.2600 98.252 06/01/2030 280M 3.2500 3.3300 98.924 06/01/2031 295M 3.2500 3.4000 97.917 06/01/2032 300M 3.3750 3.4600 98.781 Total Interest Cost: $2,268,263.91 Premium: $165,216.25 Net Interest Cost: $2,103,047.66 TIC: 2.770787 Time Last Bid Received On:06/04/2012 10:58:54 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: Robert W. Baird & Co., Inc., Milwaukee , WI Contact: Drew Kanyer Title: Telephone:414- 765 -7331 Fax: Issuer Name: City of D uque Company Name: Accepted By: � l Accepted By: Date: June 4, 2012 Date: 01981 -2002 I -Deal LLC, A9 rights reserved, Trademarks Upcoming,Calendar Overview- Result :',Excel Robert W. Baird & Co., Inc. - Milwaukee , WI's Bid Dubuque $6,965,000 Taxable General Obligation Bonds, Series 2012C For the aggregate principal amount of $6,965,000.00, we will pay you $6,966,389.25, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following Maturity Date Amount $ Coupon % Yield % Dollar Price 06/01/2014 265M 2.0000 0.6000 102.675 06/01/2015 300M 2.0000 0.7000 103.757 06/01/2016 310M 2.0000 0.9000 104.232 06/01/2017 310M 2.0000 1.2000 103.814 06/01/2018 315M 2.0000 1.4500 103.111 06/01/2019 325M 2.0000 1.7500 101.623 06/01/2020 330M 2.0500 2.0500 100.000 06/01/2021 345M 2.3000 2.3000 100.000 06/01/2022 355M 2.5000 2.5000 100.000 06/01/2023 350M 2.7500 2.7500 100.000 06/01/2024 360M 3.0000 3.0000 100.000 06/01/2025 375M 3.1500 3.1500 100.000 06/01/2026 385M 3.3000 3.3000 100.000 06/01/2027 400M 3.4500 3.4500 100.000 06/01/2028 415M 3.5500 3.5500 100.000 06/01/2029 430M 3.6500 3.6500 100.000 06/01/2030 445M 3.7500 3.7500 100.000 06/01/2031 465M 3.8500 3.8500 100.000 06/01/2032 485M 3.9000 3.9000 100.000 Total Interest Cost: $2,662,043.75 Premium: $1,389.25 Net Interest Cost: $2,660,654.50 TIC: 3.197166 Time Last Bid Received On:06/04/2012 10:58:17 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: Robert W. Baird & Co., Inc., Milwaukee , WI Contact: Drew Kanyer Title: Telephone:414-765-7331 Fax: Issuer Name: City of Dub que Accepted By: Date: Juen 4, 2012 Company Name: Accepted By: Date: 01981 -2002 i -Deal LLC, All rights reserved, Trademarks City of Dubuque Recap of General Obligation Bond Issues 2005 - 2012 Non Taxable _ Bond Issues Amount Bond Rating Interest Rate Bond Sale Date_ 2012A $4,380,000 Aa1 2.5444% February 6, 2012 2009C 8,885,000 Aa2 2.6592 October 5, 2009 2012B 7,495,000 Aal 2.7031 February 6, -2012 2012D 7,595,000 Aa1 2.7708 June 4, 2012) 2010A 4,470,000 Aa1 3.2838 August 2, 2010 2011A . 6,330,000 Aa1 3.3045 August 1, 2011 2010C 2,825,000 Aa1 3.3265 August 2, 2010 20076 2,965,000 Aa2 3.6624 November 7, 2007 2007A 1,055,000 Aa2 3.6703 November 7, 2007 2006C . 3,525,000 Aa2 4.0399 April 3, 2006 2006B 910,000 Aa2 4.1081 April 3, 2006 2005B 4,270,000 Aa2 4.1290 March 22, 2005 2006A 2,900,000 Aa2 4.1650 April 3, 2006 2008B 3,290,000 Aa2 4.2334 October 6, 2008 2005A 1,750,000 Aa2 4.2383 March 22, 2005 2008A 3,885,000 Aa2 4.5702 October 6, 2008 2008D 1,195,000 Aa2 4.7020 October 6, 2008 12005C 2,995,000 Aa2 4.9508 March 22, 2005 • Taxable • Bond Issues Amount Bond Rating Interest Rate Bond Sale Date 2012C $6,965,000 Aa1 3.1972% June 4, 2012 2009B 11,175,000 Aa2 3.2325 • October 5, 2009 2009A 2,935,000 Aa2 3.2913 October 5, 2009 2011B 1,590,000 Aa1 3.5863 August 1, 2011 2,675,000 Aal 4.6650 August 2, 2010 I20106 2008C 2,465,000 Aa2 5.5369 October 6, 2008 City of Dubuque Recap of General Obligation Bond Bids June 4, 2012 2012C $6,965,000 Bidders • Office True Interest Cost Robert W. Baird & Co. Milwaukee 3.197166% Hutchinson, Schockey, Erley & Co. Chicago 3.279642 BMO Capital Markets Chicago 3.309186 Morgan Keegan & Co. Inc. ' Memphis 3.332237. 2012D $7,595,000 Bidders Office True Interest Cost Robert W. Baird & Co. Milwaukee 2.770787% Hutchinson, Schockey, Erley & Co. Chicago 2.912124 UBS Financial Services Inc. New York 2.928835 • ter. -��. err. �+- r�r. ��r. 4, �- ��r ��r�rm.-.. rro, �, �-., �-., r�u-+ nwv��, �w-.-.-.-.-.-. �- �.,.- .•.r�.��.�,�,�- .,�.w•�� :_ _ ,,...���. Council Member Connors introduced the following Resolution entitled "RESOLUTION DIRECTING SALE OF TAXABLE GENERAL OBLIGATION BONDS, SERIES 2012C" and moved its adoption. Council Member Jones seconded the motion to adopt. The roll was called and the vote was, AYES: Sutton, Braig, Buol, Connors, Jones, Lynch, Resnick NAYS: Whereupon, the Mayor declared the following Resolution duly adopted: RESOLUTION NO. 148 -12 RESOLUTION DIRECTING SALE OF TAXABLE GENERAL OBLIGATION BONDS, SERIES 2012C WHEREAS, pursuant to notice as required by law, bids have been received at public sale for the Bonds described as follows and the best bid received is determined to be the following: TAXABLE GENERAL OBLIGATION BONDS, SERIES 2012C: Bidder: Robert W. Baird & Co, Inc. of Milwaukee, Wisconsin the terms of said bid being: Purchase Price: $6,966,389.25 Principal Amount: $6,965,000 True Interest Cost: $2,660,654.50 True Interest Rate: 3.1971% NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the bid for the Taxable Series 2012C Bonds as above set out is hereby determined to be the best and most favorable bid received and, said Taxable Series 2012C Bonds are hereby awarded based on said bid. Section 2. That the form of contract for the sale of said Taxable Series 2012C Bonds is hereby approved and the Mayor and City Clerk are authorized to execute and attest the same on behalf of the City. Section 3. That the notice of the sale of the Taxable Series 2012C Bonds heretofore given and all acts of the City Clerk and Finance Officer done in furtherance of the sale of said Taxable Series 2012C Bonds are hereby ratified and approved. PASSED AND APPROVED, this 4th day, of June, 2012. ATTEST: Mayor !7 411/ 001/ ar Council Member Connors introduced the following Resolution entitled "RESOLUTION DIRECTING SALE OF GENERAL OBLIGATION BONDS, SERIES 2012D" and moved its adoption. Council Member Jones seconded the motion to adopt. The roll was called and the vote was, AYES: Sutton, Braig, Buol, Connors, Jones, Lynch, Resnick NAYS: Whereupon, the Mayor declared the following Resolution duly adopted: RESOLUTION NO. 149 -12 RESOLUTION DIRECTING SALE OF GENERAL OBLIGATION BONDS, SERIES 2012D WHEREAS, pursuant to notice as required by law, bids have been received at public sale for the Bonds described as follows and the best bid received is determined to be the following: GENERAL OBLIGATION BONDS, SERIES 2012D: Bidder: Robert W. Baird & Co., Inc., et al of Milwaukee, Wisconsin, the terms of said bid being: Purchase Price: $7,760,216.25 Principal Amount: $7,595,000 True Interest Cost: $2,103,047.66 True Interest Rate: 2.7707 %% NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the bid for the Series 2012D Bonds as above set out is hereby determined to be the best and most favorable bid received and, said Series 2012D Bonds are hereby awarded based on said bid. Section 2. That the form of contract for the sale of said Series 2012D Bonds is hereby approved and the Mayor and City Clerk are authorized to execute and attest the same on behalf of the City. Section 3. That the notice of the sale of the Series 2012D Bonds heretofore given and all acts of the City Clerk and Finance Officer done in furtherance of the sale of said Series 2012D Bonds are hereby ratified and approved. PASSED AND APPROVED, this 4th day of June, 2012. Mayor ATTEST: