General Obligation Bonds Series 2012E_$12M Urban RenewalTHE CITY OF
Dui
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Proceedings for Public Hearing on the Issuance of Not to Exceed
$12,000,000 General Obligation Urban Renewal Bonds
DATE: October 1, 2012
Dubuque
kital
All- America City
II h/
2012
Budget Director Jennifer Larson is recommending City Council approval of the
suggested proceedings for the public hearing on the issuance of General Obligation
Urban Renewal Bonds prepared by Bond Counsel and to present a resolution for City
Council to adopt entitled "Resolution Instituting Proceedings to Take Additional Action
for the Issuance of Not to Exceed $12,000,000 General Obligation Urban Renewal
Bonds." These projects and their financing methods were approved by the City Council
during the Fiscal Year 2013 budget process. The proceeds of which will be used to fund
urban renewal project activities under the authority of Chapter 403 of the Code of Iowa
and the Amended and Restate Urban Renewal Plans for Greater Downtown,
Technology Park South and Dubuque Industrial Center Urban Renewal Areas, including
those costs associated with grants in the Greater Downtown Urban Renewal District for
planning /design costs and facade improvements associated with projects or that do not
apply for the Downtown Rehabilitation Loan Program; grants in the Greater Downtown
Urban Renewal District for hiring a financial consultant based on the anticipated
increase in projects to analyze the feasibility of projects that apply for the Downtown
Rehabilitation Loan Program; loans /grants to new small businesses that may need
additional assistance to start up their business in the Downtown Washington
Neighborhood; improvements to the Mystique Community Ice Center including air
conditioning, electrical improvements, ice decking, power factor correction device and
generator; grants for rehabilitation and adaptive reuse of buildings in the Greater
Downtown Urban Renewal District; funds to assist property owners in the Downtown
Urban Renewal Area in making structural changes that make their properties more
accessible; funds for an annual streetscape improvement program for historic districts
located in targeted neighborhoods; a consultant to determine where the City should
acquire properties for industrial growth; costs associated with the rail platform
improvements for the Intermodal Center; renovation of second floor of the Multicultural
Family Center as well as reconfiguration of the main entrance to the building, meeting
rooms on first floor, installation of an elevator and a fire sprinkler system; a restroom
that is Americans with Disabilities Act (ADA) compliant at 5th Street and Bluff; and
constructing sidewalks at the McAleece Park and Recreation Complex.
In addition, there are refundings of General Obligation Urban Renewal Bonds included
in this debt issuance. These bond refundings include: General Obligation Urban
Renewal Bonds Series 2005C for Dubuque Industrial Center West Expansion with
interest savings of $69,621 over the next three years; General Obligation Urban
Renewal Bonds Series 2006B for 5th and 3rd Street Ramps and Airport T- Hangars with
interest savings of $35,855 over the next eight years; General Obligation Urban
Renewal Bonds Series 2006C for Iowa Parking Ramp Improvements with interest
savings of $191,514 over the next seven years; and General Obligation Urban Renewal
Bonds Series 2007B for 5th and 3rd Street Ramps and Airport T- Hangars with
additional interest cost of $18,603 over the next four years.
The refunding of the parking portion of General Obligation Urban Renewal Bonds Series
2006B, 2006C and 2007B will allow the City to switch from tax - exempt bonds to taxable
bonds to allow more flexibility on the use of the parking ramps including private parking
arrangements. The refunding of the General Obligation Urban Renewal Bonds Series
2006B and 2006C result in savings totaling $227,369. Even though the refunding of
General Obligation Urban Renewal Bonds Series 2007B results in additional interest
cost of $18,603 over the next four years, the bonds will still be refunded to allow more
flexibility on the use of the Fifth and Third Street parking ramps.
Although the City is selling General Obligation Bonds to support the projects,
repayments of the debt will be from tax increment revenues of the Greater Downtown
Dubuque Industrial Center and Technology Park South Urban Renewal Areas as well
as parking and airport fees.
The borrowing is subject to the "reverse referendum" procedures, under which petitions
may be filed prior to the hearing asking that the bond proposal be submitted to an
election. To qualify, a petition must be signed by eligible electors equal to at least ten
percent of the number who voted at the last regular municipal election (but not less than
ten persons). The proceedings have been prepared on the basis that no objections or
petitions calling for an election on the bond proposal will be filed with the City Clerk. If
there are objections, we will need to summarize them. The Mayor will then declare the
hearing on the issuance of said bonds closed. Immediately following, and assuming no
petitions have been filed, a resolution is to be introduced and adopted entitled
"Resolution Instituting Proceedings to Take Additional Action for the Issuance of Not to
Exceed $12,000,000 General Obligation Urban Renewal Bonds."
In the event the Council decides to abandon the proposal to issue said bonds, then the
form of resolution included in said proceeding should not be adopted. In this event, a
motion needs to be adopted to the effect that such bond proposal is abandoned.
Section 384.25 of the Code of Iowa provides that any resident or property owner of the
City may appeal the decision to take additional action to issue the bonds, to the District
Court of a county in which any part of the City is located, within 15 days after such
additional action is taken, but that the additional action is final and conclusive unless the
court finds that the Council exceeded its authority.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Michael C. Van Milligen
MCVM /jml
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Jennifer Larson, Budget Director
Kenneth TeKippe, Finance Director
Masterpiece on the Mississippi
TO: Michael C. Van Milligen, City Manager
FROM: Jennifer Larson, Budget Director
SUBJECT: Proceedings for Public Hearing on the Issuance of Not to Exceed
$12,000,000 General Obligation Urban Renewal Bonds
DATE: October 1, 2012
Dubuque
kital
All- America City
II h/
2012
INTRODUCTION
The purpose of this memorandum is to provide the suggested proceedings for the public
hearing on the issuance of General Obligation Urban Renewal Bonds prepared by Bond
Counsel and to present a resolution for City Council to adopt entitled "Resolution
Instituting Proceedings to Take Additional Action for the Issuance of Not to Exceed
$12,000,000 General Obligation Urban Renewal Bonds." These projects and their
financing methods were approved by the City Council during the Fiscal Year 2013
budget process. The proceeds of which will be used for urban renewal projects under
the authority of Chapter 403 of the Code of Iowa and the Amended and Restated Urban
Renewal Plans of the Greater Downtown, Technology Park South and Dubuque
Industrial Center Urban Renewal Areas. A letter from attorney Mark Cory detailing
information on the bond hearing is enclosed.
DISCUSSION
Of the bond amount:
• $150,000 is intended to provide grants in the Greater Downtown Urban Renewal
District for planning /design costs and facade improvements associated with
projects or that do not apply for the Downtown Rehabilitation Loan Program.
• $100,000 is intended to provide grants in the Greater Downtown Urban Renewal
District for hiring a financial consultant based on the anticipated increase in
projects to analyze the feasibility of projects that apply for the Downtown
Rehabilitation Loan Program.
• $300,000 is intended to provide loans /grants to new small businesses that may
need additional assistance to start up their business in the Downtown
Washington Neighborhood.
• $265,000 is intended to provide funds for improvements to the Mystique
Community Ice Center including air conditioning ($75,000); electrical
improvements ($30,000); ice decking ($50,000); power factor correction device
($10,000); and generator ($100,000).
• $175,000 is intended to provide grants for rehabilitation and adaptive reuse of
buildings in the Greater Downtown Urban Renewal District.
• $25,000 is intended to provide funds to assist property owners in the Downtown
Urban Renewal Area in making structural changes that make their properties
more accessible.
• $25,000 is intended to provide funds for an annual streetscape improvement
program for historic districts located in targeted neighborhoods.
• $150,000 is intended to provide funds to hire a consultant to determine where the
City should acquire properties for industrial growth.
• $250,000 is intended to provide funds for costs associated with the rail platform
improvements for the Intermodal Center.
• $1,400,000 is intended to provide funds for renovation of second floor of the
Multicultural Family Center as well as reconfiguration of the main entrance to the
building, meeting rooms on first floor, installation of an elevator and a fire
sprinkler system.
• $220,000 is intended to provide funds for a restroom that is Americans with
Disabilities Act (ADA) compliant at 5th Street and Bluff.
• $110,000 is intended to provide funds for constructing sidewalks at the McAleece
Park and Recreation Complex.
• $1,305,000 Refunding of General Obligation Urban Renewal Bonds Series
2005C for Dubuque Industrial Center West Expansion for purposes to achieve
$69,621 in interest savings over the next three years.
• $615,000 Refunding of General Obligation Urban Renewal Bonds Series 2006B
for 5th and 3rd Street Ramps and Airport T- Hangars for purposes to achieve
$35,855 in interest savings over the next seven years.
• $3,015,000 Refunding of General Obligation Urban Renewal Bonds Series
2006C for Iowa Parking Ramp Improvements for purposes to achieve $191,514
interest savings over the next seven years.
• $1,960,000 Refunding of General Obligation Urban Renewal Bonds Series
2007B for 5th and 3rd Street Ramps and Airport T- Hangars at a cost of $18,603
over the next three years.
• $115,000 is intended to provide funds for bond issuance costs and
• $1,820,000 to be a contingency for fluctuations in the bond market for interest
rates, bond issuance costs and change in project costs.
The refunding of the parking portion of General Obligation Urban Renewal Bonds Series
2006B, 2006C and 2007B will allow the City to switch from tax - exempt bonds to taxable
bonds to allow more flexibility on the use of the parking ramps including private parking
arrangements. The refunding of the General Obligation Urban Renewal Bonds Series
2006B and 2006C result in savings totaling $227,369. Even though the refunding of
General Obligation Urban Renewal Bonds Series 2007B results in additional interest
cost of $18,603 over the next four years, the bonds will still be refunded to allow more
flexibility on the use of the Fifth and Third Street parking ramps.
Although the City is selling General Obligation Bonds to support the projects,
repayments of the debt will be from tax increment revenues of the Greater Downtown
Dubuque Industrial Center and Technology Park South Urban Renewal Areas.
The borrowing is subject to the "reverse referendum" procedures, under which petitions
may be filed prior to the hearing asking that the bond proposal be submitted to an
election. To qualify, a petition must be signed by eligible electors equal to at least ten
percent of the number who voted at the last regular municipal election (but not less than
ten persons). The proceedings have been prepared on the basis that no objections or
petitions calling for an election on the bond proposal will be filed with the City Clerk. If
there are objections, we will need to summarize them. The Mayor will then declare the
hearing on the issuance of said bonds closed. Immediately following, and assuming no
petitions have been filed, a resolution is to be introduced and adopted entitled
"Resolution Instituting Proceedings to Take Additional Action for the Issuance of Not to
Exceed $12,000,000 General Obligation Urban Renewal Bonds."
In the event the Council decides to abandon the proposal to issue said bonds, then the
form of resolution included in said proceeding should not be adopted. In this event, a
motion needs to be adopted to the effect that such bond proposal is abandoned.
Section 384.25 of the Code of Iowa provides that any resident or property owner of the
City may appeal the decision to take additional action to issue the bonds, to the District
Court of a county in which any part of the City is located, within 15 days after such
additional action is taken, but that the additional action is final and conclusive unless the
court finds that the Council exceeded its authority.
Careful review of the draft Official Statement by appropriate City staff and members of
the City Council is an important step in the offering of the bonds for sale to the public.
The U.S. Securities and Exchange Commission (the "Commission) has stated that
"issuers are primarily responsible for the content of their disclosure documents and may
be held liable under the federal securities laws for misleading disclosure." In several
recent enforcement proceedings, the Commission has made clear that it expects public
officials to generally review disclosure documents in light of their unique knowledge and
perspectives on the issuer and its financial circumstances, or else to ensure that
appropriate procedures are in place to provide the necessary review.
RECOMMENDATION
I respectfully recommend the adoption of the enclosed resolution instituting the
proceedings to take additional action.
JML
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
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
rcory@ahlerslaw.com
September 28, 2012
Ms. Jenny Larson
Budget Director
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001
Direct Dial:
(515)246 -0378
RE: Not to exceed $12,000,000 General Obligation Urban Renewal Bonds
Dear Ms. Larson:
We enclose suggested proceedings to be acted upon by the Council on the date
fixed for the hearing on the proposed issuance of the above mentioned bonds, pursuant to
the provisions of Code Sections 384.24(3)(q), 384.25 and 403.12. A certificate to attest
the proceedings is also enclosed.
Action must be taken at hearing. The proceedings are prepared to show as a first
step the receipt of any petition for election on the proposed action of the Council to issue
the bonds.
If no petition is filed, the Council should proceed to adopt the resolution instituting
proceedings to take additional action for the issuance of the bonds. Please notify me of
the action taken so we can arrange to prepare the proceedings to follow.
In the event the Council decides to abandon the proposal to issue bonds, then the
form of resolution should not be adopted. We would suggest that, in this event, a motion
merely be adopted to the effect that the bond proposal is abandoned.
If Petition for Referendum is Filed.
If such a petition has been received and if the Council decides not to abandon the
proposal to issue bonds, a form of resolution should be introduced and adopted, to
adjourn the matter to permit preparation of the resolution to call an election.
WISHARD & BAILY - 1888; GUERNSEY & BAILY - 1893: BAILY & STIPP - 1901: STIPP. PERRY, BANNISTER & STARZINGER - 1914: BANNISTER, CARPENTER,
AHLERS & COONEY - 1950; AHLERS. COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS. COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE. P.C. - 1990
September 28, 2012
Page 2
Please see that we are advised immediately if a petition is filed bearing signatures
of a sufficient number of eligible electors.
The resolution also authorizes a preliminary Official Statement to be completed
and distributed in connection with the offering of the Bonds for sale. A draft copy of the
preliminary Official Statement will be delivered to you separately by Piper Jaffray, and
should be forwarded to the City Council with the enclosed proceedings.
Careful review of the draft Official Statement by appropriate City staff and
members of the City Council is an important step in the offering of the Bonds for sale to
the public. The U.S. Securities and Exchange Commission (the "Commission ") has
stated that "issuers are primarily responsible for the content of their disclosure documents
and may be held liable under the federal securities laws for misleading disclosure." In
several recent enforcement proceedings, the Commission has made clear that it expects
public officials to generally review disclosure documents in light of their unique
knowledge and perspectives on the issuer and its financial circumstances, or else to
ensure that appropriate procedures are in place to provide the necessary review.
As you know, Rule 15c2 -12 of the Commission requires prospective purchasers of
the Bonds to obtain and review an official statement that has been "deemed final" by the
City prior to submitting a bid to purchase the Bonds. For this purpose, the official
statement may omit certain information that is dependent upon the pricing of the issue
(such as interest rates, bond maturities and redemption features), but should otherwise be
accurate and complete. The enclosed resolution authorizes the Finance Director to
complete the draft document, and thereafter authorizes its distribution in connection with
the offering of the Bonds to the public.
September 28, 2012
Page 3
Also enclosed is an extra copy of the proceedings to be filled in as the original and
certified back to this office. If you have any questions pertaining to the proceedings
enclosed or this letter, please do not hesitate to either write or call.
R. Mark Cory
FOR THE FIRM
RMC:dc
encl.
cc: Ken TeKippe
Tim Oswald
00895657 -1 \10422 -140
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of the City of Dubuque, Iowa.
Date of Meeting: October 15 , 2012.
Time of Meeting: 6:30 o'clock P .M.
Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque,
Iowa.
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental
body will meet at the date, time and place above set out. The tentative agenda for the
meeting is as follows:
Not to exceed $12,000,000 General Obligation Urban Renewal Bonds
• Public hearing on the issuance.
• Resolution instituting proceedings to take additional action.
• Resolution approving Distribution of Preliminary Official Statement and
Electronic Bidding Procedures
Such additional matters as are set forth on the additional 5 page(s) attached hereto.
(number)
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of the governmental body.
aro 41011,
'lerk, City of Dubuq=imp-
City Iowa
October 15, 2012
The City Council of the City of Dubuque, Iowa, met in regular session, in the
Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on
the above date. There were present Mayor Roy D. Buol in the chair, and the following
named Council Members:
Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch
David Resnick, Lynn Sutton
Absent:
1
The Mayor announced that this was the time for meeting on the matter of the
issuance of not to exceed $12,000,000 of General Obligation Urban Renewal Bonds, in
order to provide funds to pay costs of aiding in the planning, undertaking, and carrying
out of urban renewal projects under the authority of chapter 403, including Downtown
Rehabilitation Grants, Downtown Rehabilitation Financial Consultant Grants, the
Washington Neighborhood Business Loan Pool, a generator, air conditioning
improvements, electrical improvements, ice decking, and a power factor correction
device for the Mystique Community Ice Center, Downtown housing business incentives,
ADA assistance, Historic District improvements, Industrial Park land acquisitions
consultant costs, rail platform - Intermodal Facility, the Multicultural Family Center, a
5th & Bluff ADA restroom, McAleece Park sidewalks, and those costs associated with
the repair, reconstruction and improvement of City parking ramps, and the refunding and
refinancing of outstanding City indebtedness, including the General Obligation Urban
Renewal Bonds, Taxable Series 2005C, the General Obligation Urban Renewal Bonds,
Series 2006B, the General Obligation Refunding Bonds, Series 2006C, and the General
Obligation Bonds, Series 2007B, issued for such purposes to achieve savings and
facilitate the use of committed private parking arrangements in connection with future
downtown development projects; general corporate purposes; and that notice of the
proposal to issue the bonds and the right to petition for an election had been published as
provided by Section 384.26, of the City Code of Iowa; and, the Mayor then asked the
City Clerk whether any petition had been filed in the Clerk's Office, in the manner
provided by Section 362.4 of the City Code of Iowa, and the Clerk reported that no such
petition had been filed, requesting that the question of issuing the bonds be submitted to
the qualified electors of the City.
closed.
Whereupon, the Mayor declared the hearing on the issuance of the bonds to be
2
Whereupon, Council Member Connors introduced and delivered to the Clerk the
Resolution hereinafter set out entitled "RESOLUTION INSTITUTING PROCEEDINGS
TO TAKE ADDITIONAL ACTION FOR THE AUTHORIZATION AND ISSUANCE
OF NOT TO EXCEED $12,000,000 GENERAL OBLIGATION URBAN RENEWAL
BONDS ", and moved that the Resolution be adopted.
Council Member Braig seconded the motion. The roll was called and the vote was,
AYES: Jones, Lynch Resnick, Sutton, Braig, Buol, Connos
NAYS:
Whereupon, the Mayor declared the measure duly adopted.
RESOLUTION NO. 286-12
RESOLUTION INSTITUTING PROCEEDINGS TO TAKE ADDITIONAL
ACTION FOR THE AUTHORIZATION AND ISSUANCE OF NOT TO
EXCEED $12,000,000 GENERAL OBLIGATION URBAN RENEWAL
BONDS
WHEREAS, pursuant to notice published as required by law, the City Council has
held a public meeting and hearing upon the proposal to institute proceedings for the
issuance of not to exceed $12,000,000 General Obligation Urban Renewal Bonds, for
general corporate purposes, in order to provide funds to pay costs of aiding in the
planning, undertaking, and carrying out of urban renewal projects under the authority of
chapter 403, including Downtown Rehabilitation Grants, Downtown Rehabilitation
Financial Consultant Grants, the Washington Neighborhood Business Loan Pool, a
generator, air conditioning improvements, electrical improvements, ice decking, and a
power factor correction device for the Mystique Community Ice Center, Downtown
housing business incentives, ADA assistance, Historic District improvements, Industrial
Park land acquisitions consultant costs, rail platform - Intermodal Facility, the
3
Multicultural Family Center, a 5th & Bluff ADA restroom, McAleece Park sidewalks,
and those costs associated with the repair, reconstruction and improvement of City
parking ramps, and the refunding and refinancing of outstanding City indebtedness,
including the General Obligation Urban Renewal Bonds, Taxable Series 2005C, the
General Obligation Urban Renewal Bonds, Series 2006B, the General Obligation
Refunding Bonds, Series 2006C, and the General Obligation Bonds, Series 2007B, issued
for such purposes to achieve savings and facilitate the use of committed private parking
arrangements in connection with future downtown development projects, and no petition
was filed calling for a referendum thereon. The following action is now considered to be
in the best interests of the City and residents.thereof; and
WHEREAS, pursuant to Section 384.28 of the Code of Iowa, it is appropriate to
offer the foregoing Bonds for sale, in the aggregate principal amount as hereinafter
described; and
WHEREAS, a preliminary form of Official Statement has been prepared for the
purpose of offering the Bonds for sale to the public; and
WHEREAS, it is appropriate that the form of the preliminary Official Statement
be approved and deemed final and, upon completion of the same, that the preliminary
Official Statement be used in connection with the offering of the Bonds for sale to the
public; and -
WHEREAS, the Council has received information from its financial advisor
recommending that sealed and electronic facsimile and internet bidding be authorized for
the sale of the Bonds, and that such procedures will maintain the integrity and security of
the competitive bidding process and facilitate the delivery of bids by interested parties;
and
WHEREAS, the Council deems it in the best interests of the City and the residents
thereof to receive bids to purchase such Bonds by means of sealed and electronic
facsimile and internet communication.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF DUBUQUE, IOWA:
Section 1. That this Council does hereby institute proceedings and take additional
action for the authorization and issuance in the manner required by law of not to exceed
$12,000,000 General Obligation Urban Renewal Bonds, for the foregoing general
corporate purposes.
4
Section 2. The receipt of electronic bids by facsimile machine and through the
PARITY competitive bidding system described in the Official Statement are hereby
found and determined to provide reasonable security and to maintain the integrity of the
competitive bidding process, and to facilitate the delivery of bids by interested parties in
connection with the offering of the Bonds at public sale.
Section 3. That the preliminary Official Statement in the form presented to this
meeting be and the same hereby is approved as to form and deemed final for purposes of
Rule 15c2 -12 of the Securities and Exchange Commission, subject to such revisions,
corrections or modifications as the Finance Director, upon the advice of bond counsel and
the City's financial advisor, shall determine to be appropriate, and is authorized to be
distributed thereafter in connection with the offering of the Bonds for sale.
PASSED AND APPROVED this 15th day of October
ATTEST:
5
, 2012.
CERTIFICATE
STATE OF IOWA
) SS
COUNTY OF DUBUQUE
I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby
certify that attached is a true and complete copy of the portion of the corporate records of
the City showing proceedings of the City Council, and the same is a true and complete
copy of the action taken by the Council with respect to the 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 the 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 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 the 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 the City hereto affixed this day of
, 2012.
City Clerk, City of Dubuque, State of Iowa
(SEAL)
00895654 -1 \10422 -140
,,,,,eceee,,,,rreer,eereame,
City of Dubuque, Iowa
THE CITY OF
Dubuque
DUB E 11
Masterpiece on the Mississippi 2012
S3,695,000* General Obligation Bonds, Series 2012E
S2,420,000 General Obligation Urban Renewal Bonds, Series 2012H
S1,050,000* Taxable General Obligation Bonds, Series 2012F
(FAST Closing)
(The Issuer will NOT designate any of the Bonds as Bank - Qualified)
(State of Iowa Tax Exempt — Series 2012H Only)
(Book Entry Only)
(Parity Bidding Available)
DATE: Monday, November 5, 2012
TIME: 1:00 PM
PLACE: Office of the Budget Director
50 W. 13th Street
Dubuque, IA 52001 -4864
Telephone: (563)589 -4100
Fax: (563)589 -0890
Moody's Rating: "_"
* Preliminary, subject to change
PiperJaffray.
3900 Ingersoll Ave., Suite 110
Des Moines, IA 50312
515/247 -2355
OFFICIAL BID FORM
TO: City Council of the City of Dubuque, Iowa (the "Issuer ")
Re: $3,695,000* General Obligation Bonds, Series 2012E dated Date of Delivery, of the Issuer (the "Bonds")
For all or none of the above Bonds, in accordance with the notice of sale, we will pay you $ for Bonds bearing interest rates and
maturing on June 1 in each of the stated years as follows:
Coupon
Yield Due June 1st Coupon Yield Due June 1st
2014 2024
2015 2025
2016 2026
2017 2027
2018 2028
2019 2029
2020 2030
2021 2031
2022 2032
2023
We hereby elect to have the following issued as term bonds:
Principal Amount Month and Year (Inclusive)
$ to
$ to
$ to
$ to
$ to
$ to
$ to
Subject to mandatory redemption requirement in the amounts and at the times shown above
We will not elect to have any bonds issued as term bonds
Maturity Month and Year
This bid is for prompt acceptance and for delivery of said Bonds to use in compliance with the Official Notice of Sale and Official Terms
of Offering of General Obligation Bonds, which is made a part of this proposal, by reference. Award will be made on a True Interest
Cost Basis (TIC).
In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds to comply with
paragraph (b)(5) of Rule 15c2 -12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended (the "Rule "), the Issuer will covenant and agree, for the benefit of the registered holders or beneficial owners from time to
time of the outstanding Bonds, in the Bond Resolution, to provide annual reports of specified information and notice of the occurrence of
certain events, if material, as hereinafter described (the "Disclosure Covenants "). The information to be provided on an annual basis, the
events as to which notice is to be given, if material, and a summary of other provisions of the Disclosure Covenants, including
termination, amendment and remedies, are set forth in Appendix C to this Official Statement.
According to our computations (the correct computation being controlling in the award), we compute the following (to the dated date):
NET INTEREST COST:$
TRUE INTEREST RATE
(Computed from the dated date)
Account Manager Signature of Account Manager
The foregoing offer is hereby accepted by and on behalf of the City Council of Dubuque, in the county of Dubuque, State of Iowa, this
5th day of November, 2012.
ATTEST:
City Clerk Mayor
Preliminary, subject to change
OFFICIAL BID FORM
TO: City Council of Dubuque, Iowa (the "Issuer ")
Re: $1,050,000* Taxable General Obligation Bonds, Series 2012F dated Date of Delivery, of the Issuer (the "Bonds")
For all or none of the above Bonds, in accordance with the notice of sale, we will pay you $ for Bonds bearing interest
rates and maturing on June 1 in each of the stated years as follows:
Coupon
Yield Due June 1st Coupon Yield Due June 1st
2015 2019
2016 2020
2017 2021
2018 2022
This bid is for prompt acceptance and for delivery of said Bonds to use in compliance with the Official Notice of Sale and Official Terms
of Offering of General Obligation Bonds, which is made a part of this proposal, by reference. Award will be made on a True Interest
Cost Basis (TIC).
In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds to comply with
paragraph (b)(5) of Rule 15c2 -12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended (the "Rule "), the Issuer will covenant and agree, for the benefit of the registered holders or beneficial owners from time to
time of the outstanding Bonds, in the Bond Resolution, to provide annual reports of specified information and notice of the occurrence of
certain events, if material, as hereinafter described (the "Disclosure Covenants "). The information to be provided on an annual basis, the
events as to which notice is to be given, if material, and a summary of other provisions of the Disclosure Covenants, including
termination, amendment and remedies, are set forth in Appendix C to this Official Statement.
According to our computations (the correct computation being controlling in the award), we compute the following (to the dated date):
NET INTEREST COST:$
TRUE INTEREST RATE
(Computed from the dated date)
Account Manager Signature of Account Manager
The foregoing offer is hereby accepted by and on behalf of the City Council of Dubuque, in the county of Dubuque, State of Iowa, this
5th day of November, 2012.
ATTEST:
City Clerk Mayor
Preliminary, subject to change
OFFICIAL BID FORM
TO: City Council of the City of Dubuque, Iowa (the "Issuer ")
Re: $2,420,000* General Obligation Urban Renewal Bonds, Series 2012H dated Date of Delivery, of the Issuer (the "Bonds")
For all or none of the above Bonds, in accordance with the notice of sale, we will pay you $ for Bonds bearing interest rates and
maturing on June 1 in each of the stated years as follows:
Coupon
Yield Due June 1st Coupon Yield Due June 1st
2015 2024
2016 2025
2017 2026
2018 2027
2019 2028
2020 2029
2021 2030
2022 2031
2023 2032
We hereby elect to have the following issued as term bonds:
Principal Amount Month and Year (Inclusive)
$ to
$ to
$ to
$ to
$ to
$ to
$ to
Subject to mandatory redemption requirement in the amounts and at the times shown above
We will not elect to have any bonds issued as term bonds
Maturity Month and Year
This bid is for prompt acceptance and for delivery of said Bonds to use in compliance with the Official Notice of Sale and Official Terms
of Offering of General Obligation Bonds, which is made a part of this proposal, by reference. Award will be made on a True Interest
Cost Basis (TIC).
In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds to comply with
paragraph (b)(5) of Rule 15c2 -12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended (the "Rule "), the Issuer will covenant and agree, for the benefit of the registered holders or beneficial owners from time to
time of the outstanding Bonds, in the Bond Resolution, to provide annual reports of specified information and notice of the occurrence of
certain events, if material, as hereinafter described (the "Disclosure Covenants "). The information to be provided on an annual basis, the
events as to which notice is to be given, if material, and a summary of other provisions of the Disclosure Covenants, including
termination, amendment and remedies, are set forth in Appendix C to this Official Statement.
According to our computations (the correct computation being controlling in the award), we compute the following (to the dated date):
NET INTEREST COST:$
TRUE INTEREST RATE
(Computed from the dated date)
Account Manager Signature of Account Manager
The foregoing offer is hereby accepted by and on behalf of the City Council of Dubuque, in the county of Dubuque, State of Iowa, this
5th day of November, 2012.
ATTEST:
City Clerk Mayor
Preliminary, subject to change
NOTICE OF BOND SALE
OFFICIAL TERMS OF OF'F'ERING
In addition to the provisions of the official notice of bond sale, this section sets forth the description of certain terms of the Bonds as well
as the terms of offering with which all bidders and bid proposals are required to comply, as follows:
The Bonds. The Bonds to be offered are the following:
GENERAL OBLIGATION BONDS, SERIES 2012E in the principal amount of $3,695,000* dated Date of Delivery in the
denomination of $5,000 or multiples thereof, and maturing as shown on the front page of the official statement; (the "Series 2012E
Bonds ")
And
TAXABLE GENERAL OBLIGATION BONDS, SERIES 2012F in the principal amount of $1,050,000* dated Date of Delivery
in the denomination of $5,000 or multiples thereof, and maturing as shown on the front page of the official statement; (the "Series 2012F
Bonds ")
And
GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2012H in the principal amount of $2,420,000* dated Date
of Delivery in the denomination of $5,000 or multiples thereof, and maturing as shown on the front page of the official statement (the
"Series 2012H Bonds ");
* Adjustment to Principal Amount After Determination of Best Bid Each scheduled maturity of the Bonds are subject to
increase or decrease. Such adjustments shall be made promptly after the sale and prior to the award of bids by the issuer and shall be in
the sole discretion of the Issuer. The Issuer shall only make such adjustments in order to size the Bonds to provide enough funds for the
project To cooperate with any adjustment in the principal amounts, the Successful Bidder is required, as a part of its bid, to indicate its
Initial Reoffering yield and Initial Reoffering price on each maturity of the Bonds (said price shall be calculated to the date as indicated
by the Issuer).
The dollar amount bid by the Successful Bidder may be changed if the aggregate principal amount of the Bonds, as adjusted as described
below, is adjusted, however the interest rates specified by the Successful Bidder for all maturities will not change. The Issuer's financial
advisor will make every effort to ensure that the percentage net compensation to the Successful Bidder (the percentage resulting from
dividing (i) the aggregate difference between the offering price of the Bonds to the public and the price to be paid to the Issuer (not
including accrued interest), less any bond insurance premium and credit rating fee, if any, to be paid by the Successful Bidder, by (ii) the
principal amount of the Bonds) does not increase or decrease from what it would have been if no adjustment was made to principal
amounts shown in the maturity schedule.
The Successful Bidder may not withdraw or modify its bid once submitted to the Issuer for any reason, including post bond adjustment
Any adjustment shall be conclusive, and shall be binding upon the Successful Bidder.
Optional Redemption: The Bonds maturing in the years 2019 -2032, may be called for redemption by the Issuer and paid before maturity
beginning June 1, 2018 or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of
maturity and within an annual maturity by lot The terms of redemption shall be par, plus accrued interest to date of call.
Interest: Interest on said Series 2012E Bonds will be payable on June 1, 2013 and semiannually on the 1st day of June and December
thereafter. Interest on the Series 2012F Bonds and Series 2012H Bonds will be paid on December 1, 2013 and semiannually on the 1'
day of June & December thereafter. Interest shall be payable by check or draft of the Paying Agent mailed to the persons who were
registered owners thereof as of the fifteenth day of the month immediately preceding the Interest Payment Date (the "Record Date "), to
the addresses appearing on the registration books maintained by the Paying Agent or to such other address as is furnished to the Paying
Agent in writing by a registered owner. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months and will be
rounded pursuant to rules of the Municipal Securities Rulemaking Board
Book Entry System: The Bonds will be issued by means of a book entry system with no physical distribution of certificates made to the
public. The Bonds will be issued in fully registered form and one certificate, representing the aggregate principal amount of the Bonds
maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York,
New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount
of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants.
Principal and interest are payable by the Issuer to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest
payments to participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The successful
bidder, as a condition of delivery of the Bonds, will be required to deposit the certificates with DTC.
Good Faith Deposit: A Good Faith Deposit ("Deposit ") in the form of a certified or cashier's check or a wire in the amount of $36,950 for
the Series 2012E Bonds„ $24,200 for the Series 2012H Bonds and $10,950 for the Series 2012F Bonds, payable to the order of the
Issuer, is required for each bid to be considered. If a check is used, it must accompany each bid. If a wire is to be used, it must be
received by the Issuer not later than two hours after the time stated for receipt of bids. The Financial Advisor or the Issuer will provide
the apparent winning bidder (the `Purchaser ") with wiring instructions, by facsimile and email, within 10 minutes of the stated time when
bids are due. If the wire is not received at the time indicated above, the Issuer will abandon its plan to award to the Purchaser
("Purchaser"), and will contact the next highest bidder received and offer said bidder the opportunity to become the Purchaser, on the
terms as outlined in said bidder's bid, so long as said bidder submits a good faith wire within two hours of the time offered. The Issuer
will not award the Bonds to the Purchaser absent receipt of the Deposit prior to action awarding the Bonds. No interest on the Deposit
will accrue to the Purchaser. The Deposit will be applied to the purchase price of the Bonds. In the event the Purchaser fails to honor its
bid, the Deposit will be retained by the Issuer.
Form of Bids: All bids shall be unconditional for the entire issue of Bonds for a price of not less than 98.5 %, plus accrued interest, and
shall specify the rate or rates of interest in conformity to the limitations set forth herein Bids must be submitted on or in substantial
compliance with the Official Bid Form provided by the Issuer or through the Internet Bid System. The Issuer shall not be responsible for
any malfunction or mistake made by any person, or as a result of the use of the electronic bid, facsimile facilities or the means used to
deliver or complete a bid. The use of such facilities or means is at the sole risk of the prospective bidder who shall be bound by the terms
of the bid as received.
No bid calling for the tying together of one or more series of bonds will be considered.
No bid will be received after the time specified in the Notice of Sale. The time as maintained by the Internet Bid System shall constitute
the official time with respect to all Bids submitted. A bid may be withdrawn before the bid deadline using the same method used to
submit the bid If more than one bid is received from a bidder, the last bid received shall be considered.
Sealed Bidding: Sealed bids may be submitted and will be received at the office of Budget Director, 50 W. 13th Street, Dubuque, IA
52001 -4864.
Internet Bidding: Internet bids must be submitted through Parity® ( "the Internet Bid System"). Information about the Internet Bid
System may be obtained by calling 212 - 849 -5000.
Each bidder shall be solely responsible for making necessary arrangements to access the Internet Bid System for purpose of submitting
its intemet bid in a timely manner and in compliance with the requirements of the Official Terms of Offering. The Issuer is permitting
bidders to use the services of the Internet Bid System solely as a communication mechanism to conduct the intemet bidding and the Inter
net Bid System is not an agent of the Issuer. Provisions of the Official Terms of Offering shall control in the events of conflict with
information provided by the Internet Bid System. The Issuer shall not be responsible for any malfunction or mistake made by any
person, or as a result of the use of the Internet Bid System. The use of such facilities or means is at the sole risk of the prospective bidder
who shall be bound by the terms of the bid as received.
Electronic Facsimile Bidding Bids may be submitted via facsimile at the phone number listed on the front cover of this Preliminary
Official Statement. Electronic facsimile bids will be sealed and treated as sealed bids. Transmissions received after the deadline shall be
rejected. It is the responsibility of the bidder to ensure that the bid is legible, that the bid is received prior to the appointed time, and that
the bid is sent to the telecopier number set forth above. The Financial Advisor will, in no instance correct, alter, or in any way change
bids submitted through facsimile transmission. Neither the Issuer nor its agents will be responsible for bids submitted by facsimile
transmission not received in accordance with the provisions of this Official Terms of Offering. Bidders electing to submit bids via
facsimile transmission will bear full and complete responsibility for the transmission of such bid. Neither the Issuer nor its agents will
assume liability for the inability of the bidder to reach the above name fax number prior to the time of sale specified above. Time of
receipt shall be the time recorded by the facsimile operator.
Rates of Interest: The rates of interest specified in the bidders proposal must conform to the limitations following:
All Bonds of each annual maturity must bear the same interest rate.
Rates of interest bid may be in multiples of 1 /8th 1 /20th or 1 /100th of 1 %.
Rates must be in level or ascending order.
Delivery: The Bonds will be delivered to the Purchaser via FAST delivery with the Paying Agent holding the Bonds on behalf of DTC,
against full payment in immediately available cash or federal funds. The Bonds are expected to be delivered within sixty days after the
sale. Should delivery be delayed beyond sixty days from date of sale for any reason except failure of performance by the Purchaser, the
Purchaser may withdraw his bid and thereafter his interest in and liability for the Bonds will cease. (When the Bonds are ready for
delivery, the Issuer may give the successful bidder five working days notice of the delivery date and the Issuer will expect payment in full
on that date, otherwise reserving the right at its option to determine that the bidder has failed to comply with the offer of purchase.)
Certificate of Purchaser: The Purchaser of the Bonds will be required as a condition of the sale to execute and submit to the Issuer as a
part of its bid, a Certificate in a form satisfactory to the Issuer as to the initial offering price of the Bonds to the public (not including bond
houses and brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial
amount of the Bonds (not less than 10% of each maturity) were in fact sold, and certifying that the prices are not greater than as shown on
the Certificate and that the prices are not unreasonably low.
Official Statement: The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates,
principal amounts, and interest rates of the Bonds, and any other information required by law or deemed appropriate by the Issuer, shall
constitute a "Final Official Statement" of the Issuer with respect to the Bonds, as that term is defined in Rule 15c2 -12 of the Securities
and Exchange Commission (the "Rule"). By awarding the Bonds to any underwriter or underwriting syndicate submitting an Official
Bid Form therefore, the Issuer agrees that, no more than seven (7) business days after the date of such award, it shall provide without cost
to the senior managing underwriter of the syndicate to which the Bonds are awarded up to 25 copies of the Official Statement and the
addendum described in the preceding sentence to permit each "Participating Underwriter" (as that term is defined in the Rule) to comply
with the provisions of such Rule. The Issuer shall treat the senior managing underwriter of the syndicate to which the Bonds are awarded
as its designated agent for purposes of distributing copies of the Final Official Statement to each participating Underwriter. Any
underwriter executing and delivering an Official Bid Form with respect to the Bonds agrees thereby that if its bid is accepted by the
Issuer, (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the
Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement.
CUSIP Numbers: It is anticipated that CUSIP numbers will be printed on the Bonds. In no event will the Issuer be responsible for or
Bond Counsel review or express any opinion of the correctness of such numbers, and incorrect numbers on said Bonds shall not be cause
for the purchaser to refuse to accept delivery of the Bonds. The fee will be paid for by the Issuer.
Responsibility of Bidder: It is the responsibility of the bidder to deliver its signed, completed bid prior to the time of sale as posted on the
front cover of the official statement and in the Official Notice of Sale. Neither the Issuer nor its Financial Consultant will assume
responsibility for the collection of or receipt of bids. Bids received after the appointed time of sale will not be opened.
Continuing Disclosure: In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds
to comply with paragraph (b)(5) of Rule 15c2 -12 promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (the "Rule "), the Issuer will covenant and agree, for the benefit of the registered holders or beneficial
owners from time to time of the outstanding Bonds, in the Bond Resolution, to provide annual reports of specified information and notice
of the occurrence of certain events, if material, as hereinafter described (the "Disclosure Covenants "). The information to be provided on
annual basis, the events as to which notice is to be given, if material, and a summary of other provisions of the Disclosure Covenants,
including termination, amendment and remedies, are set forth in Appendix C to this Official Statement
Breach of the Disclosure Covenants will not constitute a default or an "Event of Default" under the Bonds or Resolution. A broker or
dealer is to consider a known breach of the Disclosure Covenants, however, before recommending the purchase or sale of the Bonds in
the secondary market Thus, a failure on the part of the Issuer to observe the Disclosure Covenants may adversely affect the
transferability and liquidity of the Bonds and their market price.
The Issuer has never failed to comply with the Rule.
Bond Insurance: Application has not been made for municipal bond insurance. Should the Bonds qualify for the issuance of any
policy of municipal bond insurance or commitment therefore at the option of the bidder, the purchase of any such insurance policy or the
issuance of any such commitment shall be at the sole option and expense of the Purchaser. Any increased costs of issuance on the Bonds
resulting from such purchase of insurance shall be paid by the Purchaser, except that, if the Issuer has requested and received a rating on
the Bonds from a municipal bond rating service, the Issuer will pay that rating fee. Any other rating service fees shall be the
responsibility of the Purchaser.
Requested modifications to the Issuance Resolution or other issuance documents shall be accommodated by the Issuer at its sole
discretion. In no event will modifications be made regarding the investment of funds created under the Issuance Resolution or other
issuance documents without prior Issuer consent, in its sole discretion. Either the purchaser or the insurer must agree, in the insurance
commitment letter or separate agreement acceptable to the Issuer in its sole discretion, to pay any future continuing disclosure costs of the
Issuer associated with any rating changes assigned to the municipal bond insurer after closing (for example, if there is a rating change on
the municipal bond insurer that require a material event notice filing by the Issuer, the purchaser or the municipal bond insurer must agree
to pay the reasonable costs associated with such filing). Failure of the municipal bond insurer to issue the policy after the Bonds have
been awarded to the Purchaser shall not constitute cause for failure or refusal by the Purchaser to accept delivery of the Bonds.
.5 b
-0 'o
NEW ISSUE -DTC BOOK ENTRY ONLY Moody's Rating: ""
Subject to compliance by the Issuer with certain covenants, in the opinion ofAhlers & Cooney, P.C., under present laws, interest on the Series 2012E
t g Bonds and the Series 2012H Bonds is excluded from gross income for federal income tax purposes and interest on the Bonds is not an item of tax
0 ° preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, with respect to corporations (as
v� defined for federal income tax purposes), such interest is included in adjusted current earnings for the purpose of determining the alternative minimum tax
imposed on such corporations Interest on the Series 2012HBonds is exempt from present Iowa income taxes. The Bonds will NOT be designated as
E3 "qualified tax exempt obligations" See "THE BONDS — Tax Matters" herein
4 .5
a
..g 15 THE CITY OF Dub J
O •'' DuB T T TTS AIdNN�lmp6f battil
O
..5
6' :g Masterpiece on the Mississippi 2012
N
s1
°5
PRELIMINARY OFFICIAL STATEMENT DATED , 2012
0
City of Dubuque, Iowa
$3,695,000* General Obligation Bonds, Series 2012E
$2,420,000* General Obligation Urban Renewal Bonds Series 201211
$1,050,000* Taxable General Obligation Bonds, Series 2012F
0 Dated: Date of Delivery
E A The General Obligation Bonds, Series 2012E, (the "Series 2012E Bonds ") General Obligation Urban Renewal Bonds Series 2012H (the "Series
•c o 2012H Bonds ") and the Taxable General Obligation Bonds, Series 2012F (the "Series 2012F Bonds ") described above (collectively, the Series
2012E Bonds, the Series 2012F Bonds and the Series 2012H Bonds are referred to as the `Bonds ") are issuable as fully registered Bonds in the
§ o denomination of $5,000 or any integral multiple thereof and, when issued, will be registered in the name of Cede & Co., as Bondholder and
g nominee of the Depository Trust Company, New York, NY ( "DTC "). DTC will act as securities depository for the Bonds. Purchases of the
6 Bonds will be made in book -entry form. Purchasers of the Bonds will not receive certificates representing their interest in the Bonds purchased.
So long as DTC or its nominee, Cede & Co., is the Bondholder, the principal of, premium, if any, and interest on the Bonds will be paid by Wells
o . Fargo Bank N.A. as Registrar and Paying Agent (the "Registrar "), or its successor, to DTC, or its nominee, Cede & Co. Disbursement of such
payments to the Beneficial Owners is the responsibility of the DTC Participants as more fully described herein. Neither the Issuer nor the
b
- Registrar will have any responsibility or obligation to such DTC Participants, indirect participants or the persons for whom they act as nominee
o with respect to the Bonds.
E
o Interest on the Series 2012E Bonds is payable on each June 1 and December 1, beginning June 1, 2013 to the registered owners thereof. Interest
p c on the Series 2012F Bonds and the Series 2012H Bonds is payable on each June 1 and December 1 beginning December 1, 2013. Interest shall
be payable by check or draft of the Paying Agent mailed to the persons who were registered owners thereof as of the fifteenth day of the month
immediately preceding the Interest Payment Date, to the addresses appearing on the registration books maintained by the Paying Agent or to
b g such other address as is funished to the Paying Agent in writing by a registered owner.
CD
The Bonds maturing after June 1, 2018, may be called for redemption by the Issuer and paid before maturity on said date or any date thereafter,
g 8 from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The
S.5 t terms of redemption shall be par, plus accrued interest to date of call.
4°
g • The Bonds are being offered when, as and if issued by the Issuer and accepted by the Underwriter, subject to receipt of an opinion as to legality,
•g',o validity and tax exemption by Alders & Cooney P.C. Des Moines, Iowa, Bond Counsel. It is expected that the Bonds in the definitive form will
o be available for delivery on or about December 10, 2012. The Underwriter intends to engage in secondary market trading of the Bonds subject to
applicable securities laws. The Underwriter is not obligated, however, to repurchase any of the Bonds at the request of the holder thereof.
b The Date of this Official Statement is , 2012
.5 a * Preleninary, subject to change
** CUSIP numbers shown above have been assigned by a separate organization not affiliated with the Issuer. The Issuer has not selected nor is
-m responsible for selecting the CUSIP numbers assigned to the Bonds nor do they make any representation as to the correctness of such CUSIP numbers on
a the Bonds or as indicated above.
MATURITY SCHEDULE shown on inside cover*
MATURITY SCHEDULE
Series 2012E
Bond Due Amount * Rate * Yield * Cusip Num.** Bonds Due Amount * Rate * Yield * Cusip Num.**
June 1, 2014 $200,000 June 1, 2024 $160,000
June 1, 2015 200,000 June 1, 2025 165,000
June 1, 2016 205,000 June 1, 2026 165,000
June 1, 2017 210,000 June 1, 2027 170,000
June 1, 2018 210,000 June 1, 2028 180,000
June 1, 2019 210,000 June 1, 2029 170,000
June 1, 2020 220,000 June 1, 2030 175,000
June 1, 2021 225,000 June 1, 2031 185,000
June 1, 2022 225,000 June 1, 2032 190,000
June 1, 2023 230,000
Taxable Series 2012F
Bond Due Amount * Rate * Yield * Cusip Num. ** Bonds Due Amount * Rate * Yield * Cusip Num. **
June 1, 2015 $125,000 June 1, 2019 $130,000
June 1, 2016 125,000 June 1, 2020 135,000
June 1, 2017 130,000 June 1, 2021 135,000
June 1, 2018 130,000 June 1, 2022 140,000
Series 201211
Bond Due Amount * Rate * Yield * Cusip Num. ** Bonds Due Amount * Rate * Yield * Cusip Num. **
June 1, 2015 $160,000 June 1, 2024 $120,000
June 1, 2016 160,000 June 1, 2025 120,000
June 1, 2017 160,000 June 1, 2026 125,000
June 1, 2018 170,000 June 1, 2027 130,000
June 1, 2019 105,000 June 1, 2028 135,000
June 1, 2020 110,000 June 1, 2029 140,000
June 1, 2021 110,000 June 1, 2030 145,000
June 1, 2022 110,000 June 1, 2031 150,000
June 1, 2023 115,000 June 1, 2032 155,000
* Preliminary, subject to change
** CUSP numbers shown above have been assigned by a separate organization not a,�diated with the Issuer The Issuer has not selected nor it
responsible for selecting the CUSP numbers assigned to the Bonds nor do they make any representation as to the correctness of such CUSP numbers on
the Bonds or as indicated above.
No dealer, salesman or any other person has been authorized to give any information or to make any representations other than those
contained in this Official Statement, and if given or made, such information or representations must not be relied upon as having been
authorized by the Issuer or the Underwriter. This Official Statement does not constitute an offer to sell or a solicitation of any offer to buy
any of the securities offered hereby in any state to any persons to whom it is unlawful to make such offer in such state. Except where
otherwise indicated, this Official Statement speaks as of the date hereof Neither the delivery of this Official Statement nor any sale
hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Issuer since the date
hereof
TABLE OF CONTENTS
INTRODUCTORY STATEMENT
THE BONDS
APPENDIX A - GENERAL INFORMATION ABOUT THE ISSUER
APPENDIX B - FORM OF LEGAL OPINION
APPENDIX C - FORM OF CONTINUING DISCLOSURE CERTIFICATE
APPENDIX D - AUDITED FINANCIAL STATEMENTS OF THE ISSUER
IN CONNECTION WITH THIS OffERING, THE UNDERWRITER MAY ElfECT TRANSACTIONS WHICH STABILIZE OR
MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH M[GHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
This Official Statement is not to be construed as a contract with the purchasers of the Bonds. The Issuer considers the Official Statement
to be `hear final" within the meaning of Rule 15c2 -12 of the Securities Exchange Commission. Statements contained in this Official
Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as
such and are not to be construed as a representation of facts.
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMNIISSION BY
REASON OF THE PROVISIONS OF SECTIONS 3(a)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED. THE
REGISTRATION OR QUAL1r1CATIONS OF THESE SECURITIES IN ACCORDANCE WITH APPLICABLE PROVISIONS
OF SECURITIES LAWS OF THE STATES IN WHICH THESE SECURITIES HAVE BEEN REGISTERED OR QUALIFIED
AND THE EXEMPTION FROM REGISTRATION OR QUAL1r1CATION IN OTHER STATES SHALL NOT BE REGARDED
AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED
UPON THE MERITS OF THE SECURITIES OR THE ACCURACY OR COMPLETENESS OF THIS Off ICIAL STATEMENT.
ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
FORWARD-LOOKING STATEMENTS
This Official Statement, including Appendix A, contains statements which should be considered "forward - looking statements," meaning
they refer to possible future events or conditions. Such statements are generally identifiable by the words such as "plan," "expect,"
"estimate," "budget" or similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS
CONTAINED IN SUCH FORWARD - LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD - LOOKING STATEMENTS. THE CITY DOES NOT
EXPECT OR INTEND TO UPDATE OR REVISE ANY FORWARD - LOOKING STATEMENTS CONTAINED HEREIN IF OR
WHEN ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE
BASED OCCUR.
OFFICIAL STATEMENT DUBUQUE, IOWA
$3,695,000* GENERAL OBLIGATION BONDS, SERIES 2012E
$2,420,000 * GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 201211
$1,050,000* TAXABLE GENERAL OBLIGATION BONDS, SERIES 2012F
INTRODUCTORY STATEMENT
This Official Statement presents certain information relating to Dubuque, Iowa (the "Issuer "), in connection with the sale of the Bonds.
The Bonds are being issued to provide funds for various corporate purposes within the City, and paying the costs associated with the
issuance of the Bonds. See "THE BONDS - Sources and Uses of Funds" herein.
This Official Statement is deemed to be a final official statement within the meaning of Rule 15c2 -12 of the Securities and Exchange
Commission, except for the omission of certain pricing and other information which is to be made available through a final Official
Statement.
This Introductory Statement is only a brief description of the Bonds and certain other matters. Such description is qualified by reference
to the entire Official Statement and the documents summarized or described herein. This Official Statement should be reviewed in its
entirety.
The Bonds are general obligations of the Issuer, payable from and secured by a continuing annual ad- valorem tax levied against all of the
property valuation of the Issuer. See "THE BONDS — Source of Security for the Bonds" herein.
All statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set
forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized.
THE BONDS
General
The Bonds are dated as of Date of Delivery and will bear interest at the rates to be set forth on the cover page herein. Interest on the
2012E Bonds is payable on June 1 and December 1 in each year, beginning on June 1, 2013. Interest on the Series 2012F Bonds and
Series 2012H Bonds is payable on June 1 and December 1 in each year, beginning December 1, 2013. Interest is calculated on the basis
of a year of 360 days and twelve 30-thy months. Interest shall be payable by check or draft of the Paying Agent mailed to the persons
who were registered owners thereof as of the fifteenth thy of the month immediately preceding the Interest Payment Date, to the
addresses appearing on the registration books maintained by the Paying Agent or to such other address as is furnished to the Paying
Agent in writing by a registered owner.
Authority and Purpose
The Bonds are being issued pursuant to the Code of Iowa, 2011 as amended, Sections 384.25, 384.26, and 403.12, and resolutions to be
adopted by the City Council of the City. Proceeds of the 2012E Bonds will be used to provide funds to pay the costs of Library repairs
and improvements; costs associated with grading and road construction; development of new parks; rehabilitation and improvement of
existing City parks; and public safety software replacement. Proceeds of Series 2012H will be used to pay the costs of aiding in the
planning, undertaking and carrying out of urban renewal project activities for the Greater Downtown Urban Renewal District and the
Technology Park South District, including those costs associated with construction of a rail platform for the intermodal transportation
center; Multicultural Family Center repairs and improvements including renovation of the second floor; construction of an Americans
with Disabilities Act (ADA) compliant restroom at 5th and Bluff Street in the Greater Downtown TIF District; utilities extensions; and
construction of a trail in Technology Park South. Proceeds of the 2012F Bonds will be used to provide funds to pay the costs of aiding in
the planning, undertaking and carrying out of urban renewal project activities for the Greater Downtown Urban Renewal District
including those costs associated with the funding of development incentives in the Washington Neighborhood Subarea of the Greater
Downtown Urban Renewal District; assistance to property owners in the Greater Downtown Urban Renewal District to make structural
changes that make properties more accessible; streetscape improvements for historic districts located in the Greater Downtown Urban
Renewal District; acquisition and installation of equipment for the Mystique Community Ice Center; and repairs and improvements to
the Mystique Community Ice Center.
Book Entry Only System
The following bnfonnafion concerning The Depository Trust Company ("DTC"), New York New York and DTC's book -entry system has been obtained
from sources the Issuer believes to be reliable. However, the Issuer takes no reponsibiliry as to the accuracy or completeness thereof and neither the
haired Participants nor the Beneficial Owners should rely on the following information with respect to such matters but should instead confmn the same
with DTC or the Direct Participants, as the case may be. There can be no assurance that DTC will abide by its procedures or that such procedures will
not be changedfrom time to time.
* Preliminary, subject to change
1
The Depository Trust Company ("DTC"), New York, NY will act as securities depository for the securities (the "Securities "). The
Securities will be issued as fully - registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other
name as may be requested by an authorized representative of DTC. One fully- registered Security certificate will be issued for the
Securities in the aggregate principal amount of such issue, and will be deposited with DTC.
DTC, the world's largest depository, is a limited- purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U. S equity,
corporate and municipal debt issues and money market instrument from over 100 countries that DTC's participants ("Direct
Participants ") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities
transactions in deposited securities through electronic computerized book -entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities certificates.
Direct Participations include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies clearing corporations and
certain other organizations. DTC is a wholly -owned subsidiary of the Depository Trust & Clearing Corporation ("DTCC").
DTCC is the holding company for DTC, national Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which
are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to
others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through
or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants "). DTC has Standard &
Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission.
More information about DTC can be found at www.dtcc.com and www.dtc.org.
Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the
Securities on DTC's records. The ownership interest of each actual purchaser of each security ("Beneficial Owner ") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confmnation from DTC of their
purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered in the
transaction. Transfers of ownership interest in the Securities are to be accomplished by entries made on the books of Direct and Indirect
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership in
Securities, except in the event that use of the book -entry system for the Securities is discontinued.
To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC's
partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of
Securities with DTC and their registration in the name of Cede & Co. or such other nominee do not affect any change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of the
Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and
Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities may wish to take certain
steps to augment transmission to them notices of significant events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the security documents. For example, Beneficial Owners of Securities may wish to ascertain that the
nominee holding the Securities for their benefit have agreed to obtain and transmit notices to Beneficial Owners, in the alternative,
Beneficial owners may with to provide their names and addresses to the registrar and request that copies of the notices by provided
directly to them.]
Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participants in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Securities unless authorized by a
Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issue as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may
be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of
funds and corresponding detail information from Issuer or Agent on payable date in accordance with their respective holdings shown on
DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC (nor its nominee), Agent, or Issuer, subject to any statutory or regulatory requirements as may be in
2
effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee
as maybe requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to
Direct Participants will be the responsibility of DTC, and disbursement of such payments to Beneficial Owners will be the responsibility
of Direct and Indirect Participants.
A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to
[ Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's
interest in the Securities, on DTC's records, to [ Tender/Remarketing] Agent. The requirement for physical delivery of Securities in
connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are
transferred by Direct Participants on DTC's records and followed by a book -entry credit of tendered Securities to [Tender/Remarketing]
Agent's DTC account.
DTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice
to Issuer or Agent Under such circumstances, in the event that a successor securities depository is not obtained, Security certificates are
required to be printed and delivered
Issuer may decide to discontinue use of the system of book- entry-only transfers through DTC (or successor securities depository). In that
event Security certificates will be printed and delivered to DTC.
The Issuer cannot and does not give any assurances that DTC, the Direct Participants or the Indirect Participants will distribute to the
Beneficial Owners of the Bonds (i) payments of principal of or interest and premium, if any, on the Bonds, (ii) certificates representing an
ownership interest or other confirmation of beneficial ownership interest in the Bonds, or (iii) redemption or other notices sent to DTC or
Cede & Co., its nominee, as the Registered Owner of the Bonds, or that they will do so on a timely basis, or that DTC, Direct Participants
or Indirect Participants will serve and act in the manner described in this Official Statement. The current "Rules" applicable to DTC are
on file with the Securities Exchange Commission, and the current "Procedures" of DTC to be followed in dealing with Direct
Participants are on file with DTC.
Neither the Issuer nor the Paying Agent/Trustee will have any responsibility or obligation to any Direct Participant, Indirect Participant or
any Beneficial Owner or any other person with respect to: (1) the accuracy of any records maintained by DTC or any Direct Participant
or Indirect Participant; (2) the payment by DTC or any Direct Participant or Indirect Participant of any amount due to any Beneficial
Owner in respect of the principal or redemption price of or interest on the Bonds; (3) the delivery by DTC or any Direct Participant or
Indirect Participant of any notice to any Beneficial Owner which is required or permitted under the terms of the Indenture to be given to
owners of Bonds; (4) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or
(5) any consent given or other action taken by DTC as a Bondholder.
Transfer and Exchange
In the event that the Book Entry System is discontinued, any Bond may, in accordance with its terms, be transferred by the person in
whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the principal
corporate office of the Registrar accompanied by delivery of a duly executed written instrument of transfer in a form approved by the
Registrar. Whenever any Bond or Bonds shall be surrendered for transfer, the Registrar shall execute and deliver a new Bond or Bonds
of the same maturity, interest rate, and aggregate principal amount.
Bonds may be exchanged at the principal corporate office of the Registrar for a like aggregate principal amount of Bonds or other
authorized denominations of the same maturity and interest rate; provided, however, that the Registrar is not required to transfer or
exchange any Bonds which have been selected for prepayment and is not required to transfer or exchange any Bonds during the period
beginning 15 days prior to the selection of Bonds for prepayment and ending the date notice of prepayment is mailed. The Registrar may
require the payment by the Bond Owner requesting such exchange of any tax or other governmental charge required to be paid with
respect to such exchange. All Bonds surrendered pursuant to the provisions of this and the preceding paragraph shall be canceled by the
Registrar and shall not be redelivered.
Optional Redemption
Optional Redemption. The Bonds maturing after June 1, 2018, may be called for redemption by the Issuer and paid before maturity on
said date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and
within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call.
Mandatory Sinking Fund Redemption The Bonds maturing on are subject to mandatory redemption (by lot, as selected by the
Registrar) on 1 and in each of the years through at a redemption price of 100% of the principal amount
thereof to be redeemed, plus accrued interest thereon to the redemption date in the following principal amounts:
3
Term Bond
Mandatory Sinking Fund Date
(maturity)
Principal Amount
Selection of Bonds for Redemption Bonds subject to redemption will be selected in such order of maturity as the Issuer may direct If
less than all of the Bonds of a single maturity are to be redeemed, the Bonds to be redeemed will be selected by lot or other random
method by the Registrar in such a manner as the Registrar may determine.
Notice of Redemption. Prior to the redemption of any Bonds under the provisions of the Bond Resolution, the Bond Registrar shall give
written notice not less than thirty (30) days prior to the redemption date to each registered owner thereof
On the dates so designated for redemption, notice having been given in the manner and under the conditions hereinabove, provided and
moneys for payment of the redemption price being held in the Sinking Fund, the Bonds so called for redemption shall become and be
due and payable at the redemption price provided for redemption of such Bonds on such date. Interest on the Bonds so called for
redemption shall cease to accrue; such Bonds shall cease to be entitled to any benefit hereunder, and the Bond Holders shall have no
rights in respect thereof except to receive payment of the redemption price thereof
Bonds which have been duly called for redemption, with respect to which irrevocable instructions to call for redemption at a stated
redemption have been given to the Bond Registrar, and moneys for the payment the face amount thereof, premium, if any, and interest on
are held in separate accounts by the Bond Registrar in trust for Bondholders shall not thereafter be deemed to be outstanding under the
provisions of the Resolution, other than be entitled to receive payment from such sources.
Interest
Interest on said Series 2012E Bonds will be payable on June 1, 2013 and semiannually on the 1st thy of June and December thereafter.
Interest on the Series 2012F Bonds and Series 2012H Bonds will be paid on December 1, 2013 and semiannually on the 14 thy of June
& December thereafter. Interest shall be payable by check or draft of the Paying Agent mailed to the persons who were registered
owners thereof as of the fifteenth thy of the month immediately preceding the Interest Payment Date (the "Record Date "), to the
addresses appearing on the registration books maintained by the Paying Agent or to such other address as is furnished to the Paying
Agent in writing by a registered owner. Interest will be computed on the basis of a 360-thy year of twelve 30-thy months and will be
rounded pursuant to rules of the Municipal Securities Rulemaking Board
Payment of and Security for the Bonds
The Bonds are general obligations of the City and the unlimited taxing powers of the City are irrevocably pledged for their payment.
Upon issuance of the Bonds, the City will levy taxes for the years and in amounts sufficient to provide 100% of annual principal and
interest due on all Bonds. If, however, the amount credited to the debt service fund for payment of the Bonds is insufficient to pay
principal and interest, whether from transfers or from original levies, the City must use funds in its treasury and is required to levy ad
valorem taxes upon all taxable property in the City without limit as to rate or amount sufficient to pay the debt service deficiency.
Future Financing
The City does not anticipate any additional borrowing needs within 90 days of the date of this Official Statement.
BONDHOLDERS' RISKS
Secondary Market
There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that such Bonds can be
sold for any particular price. Occasionally, because of general market conditions or because of adverse history of economic prospects
connected with a particular issue, and secondary marketing practices in connection with a particular Bond or Bonds issue are suspended
or terminated. Additionally, prices of bond or note issues for which a market is being made will depend upon then prevailing
circumstances. Such prices could be substantially different from the original purchase price of the Bonds.
Ratings Loss
Moody's Investors Service, Inc. ("Moody's ") has assigned a rating of " " to the Bonds. Generally, a rating agency bases its rating on
the information and materials furnished to it and on investigations, studies and assumptions of its own There is no assurance that the
4
rating will continue for any given period of time, or that such rating will not be revised, suspended or withdrawn, if, in the judgment of
Moody's, circumstances so warrant. A revision, suspension or withdrawal of a rating may have an adverse effect on the market price of
the Bonds.
Rating agencies are currently not regulated by any regulatory body. Future regulation of rating agencies could materially alter the
methodology, rating levels, and types of ratings available, for example, and these changes, if ever, could materially affect the market
value of the Bonds.
Forward - Looking Statements
This Official Statement contains statements relating to future results that are "forward - looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. When used in this Official Statement, the words "estimate," "forecast," "intend," "expect" and
similar expressions identify forward - looking statements. Any forward - looking statement is subject to uncertainty. Accordingly, such
statements are subject to risks that could cause actual results to differ, possibly materially, from those contemplated in such forward -
looking statements. Inevitably, some assumptions used to develop forward - looking statements will not be realized or unanticipated
events and circumstances may occur. Therefore, investors should be aware that there are likely to be differences between forward
looking statements and the actual results. These differences could be material and could impact the availability of funds of the Issuer to
pay debt service when due on the Bonds.
Loss of Tax Exemption — Series 2012E Bonds and Series 201211 Bonds
As discussed under the heading "Tax Exemption" herein, the interest on the Bonds could become includable in gross income for
purposes of federal income taxation retroactive to the date of delivery of the Bonds, as a result of acts or omissions of the Issuer in
violation of its covenants in the Resolution Should such an event of taxability occur, the Bonds would not be subject to a special
prepayment and would remain outstanding until maturity or until prepaid under the prepayment provisions contained in the Bonds, and
there is no provision for an adjustment of the interest rate on the Bonds.
On September 12, 2011, President Obama submitted to Congress a legislative proposal entitled the "American Jobs Act of 2011" (the
"Jobs Act "). If enacted, as proposed, the Jobs Act would limit for certain individual taxpayers the value of certain deductions and
exclusions, including the exclusion for tax - exempt interest, to 28 percent irrespective of the actual marginal tax rate imposed on such
taxpayers. The Jobs Act would be effective for taxable years beginning on or after January 1, 2013.
On September 29, 2011, President Obama submitted to Congress a legislative proposal entitled the "Debt Reduction Act of 2011" (the
"Reduction Act "). If enacted, as proposed, the Reduction Act would require the Office of Management and Budget establish a steadily
declining ratio for debt as a percentage of Gross Domestic Product and would impose a penalty in the event that Congress failed to meet
the requirements, including automatic sequestration of spending and the reduction in the value of certain tax incentives, including interest
on tax- exempt municipal bonds, potentially (in the extreme) eliminating the exemption from taxation that tax- exempt municipal bonds
held at the time of issuance.
It is possible that further legislation will be proposed or introduced that could result in changes in the way that tax exemption is
calculated, or whether interest on certain securities are exempt from taxation at all. Prospective purchasers should consult with their own
tax advisors regarding the Jobs Act, the Reduction Act and any other pending or proposed federal income tax legislation. The likelihood
of the Jobs Act or the Reduction Act being enacted or whether the currently proposed terms of the Jobs Act or the Reduction Act will be
altered or removed during the legislative process cannot be reliably predicted.
DTC- Beneficial Owners
Beneficial Owners of the Bonds may experience some delay in the receipt of distributions of principal of and interest on the Bonds since
such distributions will be forwarded by the Paying Agent to DTC and DTC will credit such distributions to the accounts of the
Participants which will thereafter credit them to the accounts of the Beneficial Owner either directly or indirectly through indirect
Participants. Neither the Issuer nor the Paying Agent will have any responsibility or obligation to assure that any such notice or payment
is forwarded by DTC to any Participants or by any Participant to any Beneficial Owner.
In addition, since transactions in the Bonds can be effected only through DTC Participants, indirect participants and certain banks, the
ability of a Beneficial Owner to pledge the Bonds to persons or entities that do not participate in the DTC system, or otherwise to take
actions in respect of such Bonds, may be limited due to lack of a physical certificate. Beneficial Owners will be permitted to exercise the
rights of registered Owners only indirectly through DTC and the Participants. See "THE BONDS— Book -Entry Only System."
5
Other Factors
An investment in the Bonds involves an element of risk In order to identify risk factors and make an informed investment decision,
potential investors should be thoroughly familiar with this entire Official Statement (including the Appendices hereto) in order to make a
judgment as to whether the Bonds are an appropriate investment
Pending Federal Tax Legislation
From time to time, legislative proposals are pending in Congress that would, if enacted, alter or amend one or more of the federal tax
matters described herein in certain respects or would adversely affect the market value of the Bonds. It cannot be predicted whether or in
what forms any of such proposals, either pending or that may be introduced, may be enacted and there can be no assurance that such
proposals will not apply to the Bonds.
Debt Payment History
The City knows of no instance in which it has defaulted in the payment of principal or interest on its debt
Summary
The foregoing is intended only as a summary of certain risk factors attendant to an investment in the Bonds. In order for potential
investors to identify risk factors and make an informed investment decision, potential investors should become thoroughly familiar with
this entire Official Statement and the Appendices hereto.
LITIGATION
The City is a defendant in an action brought in the Iowa District Court for Dubuque County (J. Thomas Zaber v. City of Dubuque),
alleging that gas and electric franchise fees imposed by the City are illegal because they constitute unauthorized taxes. This case has been
certified as a class action with two subclasses defined as follows:
All persons or entities who paid a gas utility franchise fee imposed by the City of Dubuque any time after September 5, 2001;
All persons or entities who paid an electric utility franchise fee imposed by the City of Dubuque any time after September 5, 2001
Plaintiffs seek a refund of all such franchise fees paid through the date of judgment, pre judgment interest from the time of the alleged
wrongful collection of said franchise fees, post judgment interest allowed by law and attorney fees as allowed by law. The claim
generally is based on a 2006 decision by the Iowa Supreme Court (Kragnes v. City of Des Moines, 714 N. W.2d 632 (Iowa 2006). In that
case, the Iowa Supreme Court concluded that gas and electric franchise fees not reasonably related to the reasonable costs of inspecting,
licensing, supervising or otherwise regulating the activity that is being franchised constitute a tax which has been assessed in violation of
Iowa Code Section 364.3(4).
On May 26, 2009 the Governor signed Senate File 478 authorizing (prospectively) gas and electric franchise fees that do not exceed five
percent of a franchisee's gross revenues, without regard to the city's costs of inspecting, supervising, and otherwise regulating the
franchise. The City of Dubuque has ordinances in effect that impose gas and electric franchise fees of 2% on gross sales of natural gas
and electricity within the City. On July 20, 2012, the Iowa District Court for Dubuque County granted the City's motion for partial
summary judgment prohibiting recovery for any franchise fees charged after May 26, 2009, or before September 5, 2001 (recognizing a
five year statute of limitation from the date of the original filing September 5, 2006).
That part of the Zaber lawsuit relating to gas and electric fees collected in the period between September 5, 2001 and May 26, 2009,
remains pending. Litigation was stayed pending a second decision in the Kragnes case regarding what expenses a city could legally
recover through a franchise fee without creating a tax. City expenses which can be legally recovered from franchise fees are not subject
to refund On March 2, 2012, the Iowa Supreme Court issued its decision in the second Kragnes appeal. As a result, the stay in this
litigation has been lifted and a trial is scheduled to commence October 21, 2013. The City believes that most or all of its costs are proper
and that either no refund or a refund substantially smaller than originally projected is likely. City staff would recommend use of current
franchise fee revenue as a source for any refunds.
The City is a party to an arbitration proceeding before a panel of three arbitrators of the American Arbitration Association. The dispute
arises from a release of elemental mercury by subcontractors of Miron Construction, Inc. on September 23, 2010, in the course of
reconstruction of the Dubuque Water Pollution Control Plant. The mercury spill has been remediated. The City and Miron vigorously
dispute liability for the costs of remediation. Miron is seeking $677,847.71 together with attorney's fees, costs and punitive damages
from the City. The City denies liability to Miron and is seeking from Miron $2,194,882.20 together with attorney's fees and as
reimbursement for its costs. City staff believes the City has substantial defenses and is entitled to reimbursement The arbitration hearing
is scheduled to commence February 18, 2013.
6
The City is a party to an arbitration proceeding initiated by Tschiggfrie Excavating Co. which arises from the Bee Branch Creek
Restoration Project, a $57.5 M excavation and construction project Tschiggfrie claims extra work in an amount in excess of $3M The
City vigorously disputes liability for the extra work. City staff believes the City has substantial defenses to the claims. The arbitration
hearing has been continued to December 2012.
The City is not aware of any other threatened or pending litigation affecting the validity of the Bonds or the City's ability to meet its
financial obligations.
ACCOUNTANT
The accrual -basis financial statements of the Issuer included as APPENDIX D to this Official Statement have been examined by Eide
Bailly, to the extent and for the periods indicated in their report thereon Such financial statements have been included herein without
permission of said CPA, and said CPA expresses no opinion with respect to the Bonds or the Official Statement.
UNDERWRITING
The Series 2012E Bonds are being purchased, subject to certain conditions, by (the "Underwriter "). The Underwriter has
agreed, subject to certain conditions, to purchase all, but not less than all, of the Bonds at an aggregate purchase price of $ plus
accrued interest to the Closing Date.
The Series 2012F Bonds are being purchased, subject to certain conditions, by (the "Underwriter "). The Underwriter has
agreed, subject to certain conditions, to purchase all, but not less than all, of the Bonds at an aggregate purchase price of $ plus
accrued interest to the Closing Date.
The Series 2012H Bonds are being purchased, subject to certain conditions, by (the "Underwriter "). The Underwriter has
agreed, subject to certain conditions, to purchase all, but not less than all, of the Bonds at an aggregate purchase price of $ plus
accrued interest to the Closing Date.
The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into unit investment trusts,
certain of which may be sponsored or managed by the Underwriter) at prices lower than the initial public offering prices stated on the
cover page. The initial public offering prices of the Bonds may be changed, from time to time, by the Underwriter.
The Underwriter intends to engage in secondary market trading of the Bonds subject to applicable securities laws. The Underwriter is
not obligated, however, to repurchase any of the Bonds at the request of the holder thereof
THE PROJECT
The Bonds are being issued to provide funds for various corporate purposes, and to pay for costs of issuance associated with the Bonds.
SOURCES AND USES OF FUNDS
Sources of Funds Series 2012E Series 2012H Series 2012F
Bond Proceeds $3,695,000 $2,420,000 $1,050,000
Reoffering Premium
Total Sources of Funds $ $ $
Uses of Funds
Total Uses of Funds
Preliminary, subject to change
Deposit to Project Fund $ $ $
Costs of Issuance
Underwriter's Discount
$ $ $
TAX MATTERS
Tax Exemption — Series 2012E Bonds and Series 2012H Bonds
Federal tax law contains a number of requirements and restrictions that apply to the Series 2012E Bonds and the Series 2012H Bonds,
including investment restrictions, periodic payments of arbitrage profits to the United States, requirements regarding the proper use of
bond proceeds and facilities financed with bond proceeds, and certain other matters. The Issuer has covenanted to comply with all
requirements that must be satisfied in order for the interest on the Series 2012E Bonds and the Series 2012H Bonds to be excludable
7
from gross income for federal income tax purposes. Failure to comply with certain of such covenants could cause interest on the Series
2012E Bonds and the Series 2012H Bonds to become includable in gross income for federal income tax purposes retroactively to the
date of issuance of the Series 2012E Bonds and the Series 2012H Bonds.
Subject to the Issuer's compliance with the above - referenced covenants, under present law, in the opinion of Bond Counsel, interest on
the Series 2012E Bonds and the Series 2012H Bonds is excludable from gross income of the owners thereof for federal income tax
purposes; is not included as an item of tax preference in computing the federal alternative minimum tax imposed on individuals and
corporations; however, with respect to corporations (as defined for federal income tax purposes), such interest is taken into account in
determining adjusted current earnings for the purpose of computing the alternative minimum tax on such corporations.
The interest on the Series 2012E Bonds is not exempt from present Iowa income taxes. Ownership of the Bonds may result in other state
and local tax consequences to certain taxpayers. Bond Counsel expresses no opinion regarding any such collateral consequences arising
with respect to the Series 2012E Bonds and the Series 2012H Bonds. Prospective purchasers of the Series 2012E Bonds and the Series
2012H Bonds should consult their tax advisors regarding the applicability of any such state and local taxes.
Prospective purchasers of the Series 2012E Bonds and the Series 2012H Bonds should be aware that ownership of the Series 2012E
Bonds and Series 2012H Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without
limitation, corporations subject to the branch profits tax, financial institutions, certain insurance companies, certain S corporations,
individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred (or
continued) indebtedness to purchase or carry tax- exempt obligations. Bond Counsel will not express any opinion as to such collateral tax
consequences. Prospective purchasers of the Series 2012E Bonds and the Series 2012H Bonds should consult their tax advisors as to
collateral federal income tax consequences.
State of Iowa Tax Exemption Series 2012H Bonds only
Bond Counsel is of the opinion that, under existing laws of the State of Iowa and the current rules of the Iowa Department of Revenue
and Finance, the interest on the Series 2012H Bonds will not be subject to the taxes imposed by Division II, "Personal Net Income Tax"
and Division III, `Business Tax on Corporations" of Iowa Code Chapter 422, but the interest thereon will be subject to the franchise tax
imposed by Division V, "Financial Institutions" of Iowa Code Chapter 422. Interest on the Series 2012H Bonds will be required to be
included in "adjusted current earnings" to be used in computing the "state alternative minimum taxable income" of corporations and
financial institutions for purposes of Sections 422.33 and 422.60 of the Iowa Code.
Non - Qualified Tax - Exempt Obligations
The Issuer will NOT designate the Bonds as "qualified tax- exempt obligations" under the exception provided in Section 265(b)(3) of the
Internal Revenue Code of 1986, as amended (the "Code ").
Taxability of Interest — the Series 2012F Bonds
In the opinion of bond counsel, under existing law the interest on the Bonds is included in gross income for federal income tax purposes
General
The following discussion is a summary of certain Federal income tax consequences relating to the purchase, ownership, and disposition
of the Series 2012E Bonds and the Series 2012H Bonds under existing law, based on the advice of Bond Counsel. This discussion is
based on certain relevant provisions of the Internal Revenue Code of 1986, as amended (the "Code ") under existing law. This discussion
does not purport to deal with all aspects of Federal income taxation that may affect particular investors in light of their individual
circumstances. This discussion is limited to investors who hold the Series 2012E Bonds and the Series 2012H Bonds as capital assets
under Section 1221 of the Code, which generally means property held for investment Prospective investors, particularly those subject to
special rules, should consult their tax advisors regarding the consequences of purchasing, owning, and disposing of the Series 2012E
Bonds and the Series 2012H Bonds for Federal income tax purposes, and for State and local tax purposes. This discussion of Federal
income tax consequences only relates to U.S. holders of Bonds.
Tax Accounting Treatment of Discount and Premium on Certain Bonds
The initial public offering price of certain Series 2012E Bonds and the Series 2012H Bonds (the "Discount Bonds ") may be less than the
amount payable on such Series 2012E Bonds and the Series 2012H Bonds at maturity. An amount equal to the difference between the
initial public offering price of a Discount Bond (assuming that a substantial amount of the Discount Bonds of that maturity are sold to the
public at such price) and the amount payable at maturity constitutes original issue discount to the initial purchaser of such Discount Bond
A portion of such original issue discount allocable to the holding period of such Discount Bond by the initial purchaser will, upon the
disposition of such Discount Bond (including by reason of its payment at maturity), be treated as interest excludable from gross income,
rather than as taxable gain, for federal income tax purposes, on the same terms and conditions as those for other interest on the Bonds
described above under "Tax Exemption ". Such interest is considered to be accrued actuarially in accordance with the constant interest
8
method over the life of a Discount Bond, taking into account the semiannual compounding of accrued interest, at the yield to maturity on
such Discount Bond and generally will be allocated to an original purchaser in a different amount from the amount of the payment
denominated as interest actually received by the original purchaser during the tax year.
However, such interest may be required to be taken into account in determining the amount of the branch profits tax applicable to certain
foreign corporations doing business in the United States, even though there will not be a corresponding cash payment. In addition, the
accrual of such interest may result in certain other collateral federal income tax consequences to, among others, financial institutions, life
insurance companies, property and casualty insurance companies, S corporations with "subchapter C" earnings and profits, individual
recipients of Social Security or Railroad Retirement benefits, and taxpayers who may be deemed to have incurred or continued
indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax- exempt obligations. Moreover, in the
event of the redemption, sale or other taxable disposition of a Discount Bond by the initial owner prior to maturity, the amount realized
by such owner in excess of the basis of such Discount Bond in the hands of such owner (adjusted upward by the portion of the original
issue discount allocable to the period for which such Discount Bond was held) is includable in gross income.
Owners of Discount Bonds should consult with their own tax advisors with respect to the determination of accrued original issue
discount on Discount Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and
disposing of Discount Bonds. It is possible that, under applicable provisions governing determination of state and local income taxes,
accrued interest on Discount Bonds may be deemed to be received in the year of accrual even though there will not be a corresponding
cash payment.
The initial public offering price of certain Bonds (the "Premium Bonds ") may be greater than the amount of such Series 2012E Bonds
and the Series 2012H Bonds at maturity. An amount equal to the difference between the initial public offering price of a Premium Bond
(assuming that a substantial amount of the Premium Bonds of that maturity are sold to the public at such price) and the amount payable at
maturity constitutes premium to the initial purchaser of such Premium Bonds. The basis for federal income tax purposes of a Premium
Bond in the hands of such initial purchaser must be reduced each year by the amortizable bond premium, although no federal income tax
deduction is allowed as a result of such reduction in basis for amortizable bond premium. Such reduction in basis will increase the
amount of any gain (or decrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other taxable
disposition of a Premium Bond. The amount of premium which is amortizable each year by an initial purchaser is determined by using
such purchaser's yield to maturity.
Purchasers of the Premium Bonds should consult with their own tax advisors with respect to the determination of amortizable bond
premium on Premium Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and
disposing of Premium Bonds.
Related Tax Matters
The Internal Revenue Service (the "Service ") has an ongoing program of auditing tax- exempt obligations to determine whether, in the
view of the Service, interest on such tax- exempt obligations is includable in the gross income of the owners thereof for federal income tax
purposes. It cannot be predicted whether or not the Service will commence an audit of the Series 2012E Bonds and the Series 2012H
Bonds. If an audit is commenced, under current procedures the Service may treat the Issuer as a taxpayer and the bondholders may have
no right to participate in such procedure. The commencement of an audit could adversely affect the market value and liquidity of the
Series 2012E Bonds and the Series 2012H Bonds until the audit is concluded, regardless of the ultimate outcome.
Payments of interest on, and proceeds of the sale, redemption or maturity of, tax- exempt obligations, including the Series 2012E Bonds
and the Series 2012H Bonds, are in certain cases required to be reported to the Service. Additionally, backup withholding may apply to
any such payments to any Series 2012E Bonds and the Series 2012H Bond owner who fails to provide an accurate Form W -9 Request
for Taxpayer Identification Number and Certification, or a substantially identical form, or to any Series 2012E Bonds and the Series
2012H Bond owner who is notified by the Service of a failure to report any interest or dividends required to be shown on federal income
tax returns. The reporting and backup withholding requirements do not affect the excludability of such interest from gross income for
federal tax purposes.
There are or may be pending in the Congress of the United States, legislative proposals, including some that carry retroactive effective
dates, that, if enacted, could alter or amend the federal tax matters referred to in this section or affect the market value of the Series 2012E
Bonds and the Series 2012H Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if
enacted, it would apply to bonds issued prior to enactment. Prospective purchasers of the Series 2012E Bonds and the Series 2012H
Bonds should consult their own tax advisors regarding any pending or proposed tax legislation. Bond Counsel expresses no opinion
regarding any pending or proposed federal or state tax legislation.
Opinions
The Bonds are subject to approval as to certain matters by Ahlers & Cooney, P.C. of Des Moines, Iowa s Bond Counsel. Bond Counsel's
opinion is not a guarantee of a result, or of the transaction on which the opinion is rendered, or of the future performance of parties to the
9
transaction, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings and court decisions
and the representations and covenants of the Issuer described in this section. No ruling has been sought from the Service with respect to
the matters addressed in the opinion of Bond Counsel and Bond Counsel's opinion is not binding on the Service. Bond Counsel
assumes no obligation to update its opinion after the issue date to reflect any further action, fact or circumstance, or change in law or
interpretation, or otherwise.
Bond Counsel has not participated in the preparation of this Official Statement except for guidance concerning the section regarding
"TAX MATTERS, and will not pass upon its accuracy, completeness, or sufficiency. Bond Counsel has not examined nor attempted to
examine or verify any of the financial or statistical statements, or data contained in this Official Statement, and will express no opinion
with respect thereto.
It is possible that legislation will be proposed or introduced that could result in changes in the way that tax exemption is calculated, or
whether interest on certain securities are exempt from taxation at all. Prospective purchasers should consult with their own tax advisors
regarding pending or proposed federal income tax legislation.
FINANCIAL ADVISOR
The Issuer has retained Piper Jaffray & Co. as financial advisor (the "Financial Advisor") in connection with the issuance of the Bonds. .
The Financial Advisor has not been engaged, nor has it undertaken, to independently verify the accuracy of the Official Statement The
Financial Advisor is not a public accounting firm and has not been engaged by the Issuer to compile, review, examine or audit any
information in the Official Statement in accordance with accounting standards.
CONTINUING DISCLOSURE
In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds to comply with
paragraph (b)(5) of Rule 15c2 -12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended (the "Rule "), the Issuer will covenant and agree, for the benefit of the registered holders or beneficial owners from time to
time of the outstanding Bonds, in the Bond Resolution, to provide reports of specified information and notice of the occurrence of certain
events, if material, as hereinafter described (the "Disclosure Covenants "). The information to be provided on an annual basis, and the
events as to which notice is to be given, if material, is summarized below under the caption "APPENDIX C - Form of Continuing
Disclosure Certificate" herein for more information
The City inadvertently failed to comply with previous continuing disclosure undertakings in accordance with the reporting requirements
of paragraph (f) (3) of the Rule. While some of the required tables were provided in accordance to the Rule (within 210 days after the end
of the fiscal year), all required tables and the audited financial statements for the years ending June 30, 2009 and June 30, 2011 were not
timely filed. On February 1, 2010, all outstanding required tables and the audited financial statements for the year ending June 30, 2009
were filed; and on January 31, 2012, the City filed the outstanding required tables and audited financial statements for the year ending
June 30, 2011, in accordance with the Rule and is now compliant The City has taken steps to assure future compliance with it Disclosure
Covenants.
The Issuer has not materially failed to comply with the Rule.
Breach of the Disclosure Covenants will not constitute a default or an "Event of Default" under the Bonds or the resolution for the
Bonds. A broker or dealer is to consider a known breach of the Disclosure Covenants, however, before recommending the purchase or
sale of the Bonds in the secondary market. Thus, a failure on the part of the City to observe the Disclosure Covenants may adversely
affect the transferability and liquidity of the Bonds and their market price.
Certification
The City has authorized the distribution of this Official Statement for use in connection with the initial sale of the Bonds. I have reviewed
the information contained within the Official Statement of Dubuque, Iowa, and said Official Statement does not contain any material
misstatements of fact nor omissions of any material fact regarding the issue of $3,695,000* General Obligation Bonds, Series 2012E,
$2,420,000* General Obligation Urban Renewal Bonds Series 2012H and $1,050,000* Taxable General Obligation Bonds, Series
2012F of said Issuer to be issued under date of Date of Delivery.
Preliminary, subject to change
10
DUBUQUE, IOWA
/s/ Jenny Larson
Budget Director
APPENDIX A - INFORMATION ABOUT THE ISSUER
CITY OF DUBUQUE, IOWA
CITY OFFICIALS
MAYOR
COUNCIL MEMBERS:
Roy Buol
Ric Jones
David Resnick
Kevin Lynch
Karla Braig
Joyce Conners
Lynn Sutton
ADMINISTRATION
CITY MANAGER: Michael Van Milligen
ASSISTANT CITY MANAGER: Cindy Steinhauser
ASSISTANT CITY MANAGER: Teri Goodman
FINANCE DIRECTOR: Ken Tekippe
BUDGET DIRECTOR: Jenny Larson
CITY CLERK Kevin Fimstahl
CITY ATTORNEY Barry A. Lindahl
Dubuque, Iowa
CONSULTANTS
BOND COUNSEL: Ahlers & Cooney PC
Des Moines, Iowa
FINANCIAL ADVISOR: Piper Jaffray & Co.
Des Moines, Iowa
REGISTRAR & PAYING AGENT: Wells Fargo Bank
Des Moines, Iowa
A -1
General Information
The City of Dubuque is located in north east Iowa and serves as the county seat for Dubuque County. The City, with a 2010 Census
population of 57,637, has a land area of 31.8 square miles. Annexation activity in recent years has been voluntary with over 760 acres
annexed in the past five years. The City lies at the intersection of Highways 61/151 and 20. The City is located approximately 22 miles
southwest of Platteville, Wisconsin; 92 miles southwest of Madison, Wisconsin; 84 miles northeast of Iowa City, Iowa; 65 miles north of the
Quad Cities (Rock Island and Moline, Illinois and Bettendorf and Davenport, Iowa); 175 miles west of Chicago, Illinois and 185 miles
northeast of Des Moines. Dubuque Regional Airport provides jet service to Chicago via American Airlines. Railroad service to the City is
provided by the Canadian National and Canadian Pacific, as well as bus service being provided by Greyhound.
City Government
The City operates under a Council- Manager -Ward form of government. Policy is established by a Mayor and six council members, the
mayor and two of the council members being elected at large and four members elected from Wards. City Council members hold four year
staggered terms. The City Manager, City Attorney and City Clerk are appointed by the City Council.
Education
Public education to the City is provided by the Dubuque Community School District, with certified enrollment for the 2011 -2012 school year
of 10,469. The District employs 1,735 full and part-time employees. The Dubuque School District has two high schools, an alternative high
school, three middle schools and thirteen elementary schools. The Archdiocese of Dubuque operates four Catholic elementary facilities, one
middle school and one high school within the City. Higher education opportunities within driving distance include Loras College, Clarke
University & University of Dubuque, Dubuque, and Northeast Iowa Community College, with local facilities in downtown Dubuque and
Peosta (15 minutes west of Dubuque on Highway 20).
Utilities
The following utilities operate within the Issuer providing the services indicated:
Electric Power:
Natural Gas:
Telephone:
Water:
Sanitary Sewer:
Stormwater:
Refuse:
Employees and Employee Pension Plan
Alliant Utilities
Black Hills
Century Link
City of Dubuque
City of Dubuque
City of Dubuque
City of Dubuque
The City has 537 full and 143 permanent part-time employees and 295 seasonal employees, including a police force of 105 sworn personnel
and a fire department of 81 fire fighters. Of the City's 975 employees, 546 are currently enrolled in the Iowa Public Employees Retirement
System ( IPERS). Iowa Public Employees' Retirement System is a state -wide multiple- employer cost- sharing defined benefit pension plan
administered by the State of Iowa. IPERS provides retirement and death benefits which are established by State statute to plan members and
beneficiaries. All full-tune employees of the Issuer are required to participate in IPERS. Employees who retire at age 65 (or any time after
age 58 with 30 or more years of service) are entitled to full monthly benefits. IPERS offers five options for distribution of retirement benefits.
Benefits become fully vested after completing four years of service or after attaining age 55.
IPERS plan members are required to contribute a percentage of their annual salary, which amounted to 4.1% in fiscal year 2009, 4.3% in
fiscal year 2010, 4.5% in fiscal year 2011, 5.38% in fiscal year 2012 and 5.78% in fiscal year 2013. The Issuer is also required to make
annual contributions to IPERS equal to amounts required by State statute. The Issuer's share, payable from the applicable funds of the Issuer,
is provided by an annual levy of taxes without limit or restriction as to rate or amount against all the taxable property of the Issuer. All
contributions are on a current basis. See "APPENDIX B— AUDITED FINANCIAL STATEMENTS" for additional information on
IPERS.
The following table sets forth the statutorily required contributions made by the Issuer to IPERS for Fiscal Years 2009 through, and
including, 2012. The Issuer has always made their full statutorily required contributions to IPERS. The Issuer cannot predict the levels of
funding that will be required in the future.
Fiscal Year
2009
2010
2011
Amount Contributed
$1,314,106
1,456,384
1,641,811
A -2
% of Covered Payroll
10.45%
10.95
11.45
2012 1,964,764 13.45
Source: City of Dubuque Independent Auditor's Reports for Fiscal Year Ending June 30, 2011 and unaudited for June 30, 2012
The fund is administered by the State with administration costs paid from income derived from invested funds. IPERS has an unfunded
actuarial liability and unrecognized actuarial loss. The following table sets forth certain information about the funding status of IPERS that
has been extracted from the comprehensive annual financial report of IPERS for fiscal year 2010 (the ` IPERS CAFR "). A complete copy of
the IPERS CAFR can be obtained by visiting IPERS website at: httplAvww.ipers.org/ publications /misc /pdf/financial/cafr/cafr.pdf or by
writing to IPERS at P.O. Box 9117, Des Moines, Iowa 50306 -9117. According to IPERS, as of the end of fiscal year 2010, there were
approximately 324,873 total members participating in IPERS, including Issuer employees. IPERS does not break out the funding status for
each participating entity, therefore, it is not possible to determine the Issuer's allocable share of the funding status of IPERS.
Fiscal Year
Ended June 30
2006
2007
2008
2009
2010
2011
Actuarial Value
of Assets [a]
$19,144,036,519
20,759,628,415
21,857,423,183
21,123,979,941
21,537,458,560
22,575,309,199
Actuarial
Accrued
Liability [b]
$21,651,122,419
23,026,113,782
24,522,216,589
26,018,593,823
26,468,419,650
28,257,080,114
Unfunded Actuarial
Accrued Liability
(Actuarial Value) [b] -[a]
$2,507,085,900
2,266,485,367
2,664,793,406
4,894,613,882
4,930,961,090
5,681,770,915
Source: IPERS Comprehensive Annual Financial Report (Fiscal Year 2011)
Funded Ratio
(Actuarial
Value) [a]/[b]
88.42%
90.16
89.13
81.19
81.37
79.89
Covered
Payroll [c]
$5,523,863,321
5,781,706,199
6,131,445,367
6,438,643,124
6,571,182,005
6,574,872,719
UAAL as a Percentage of
Covered Payroll (Actuarial
Value) [[b- a]/[c]]
45.39%
39.20
43.46
76.02
75.04
86.42
When calculating the funding status of IPERS for fiscal year 2011, the following assumptions were used: (1) the amortization period for the
total unfunded actuarial liability is 30 years (which is consistent with the maximum acceptable amortization period set forth by the
Governmental Accounting Standards Board ("GASB ") in GASB Statement No. 25); (2) the rate of return on investments is assumed to be
7.5 %; (3) salaries are projected to increase 4.0 -17% for IPERS, depending on years of service; and (4) the rate of inflation is assumed to be
3.25% for prices and 4.0% for wages.
Bond Counsel, the Issuer and the Financial Advisor undertake no responsibility for and make no representations as to the accuracy or
completeness of the information available from the IPERS discussed above or included on the IPERS website, including, but not limited to,
updates of such information on the State Auditor's website or links to other Internet sites accessed through the IPERS website.
Defined Benefit Pension Plan - Municipal Fire and Police Retirement System of Iowa
The Municipal Fire and Police Retirement System of Iowa ( MFPRSI), created under Chapter 411.35 of the Code of Iowa, is the
administrator of a multiple- employer, cost sharing, defined benefit pension plan for the exclusive benefit of eligible employees of
participating cities (substantially all full -time employees of the respective fire and police departments). It is governed by a nine- member
board of trustees who are elected by the employers and participants of MFPRS. The City's responsibility is limited to payment of
contributions. MFPRSI provides retirement disability and death benefits that are established by state statue to plan members and
beneficiaries. Plan members are required to contribute 9.40% of their eamable compensation and the City's contribution rate is 26.12% of
earnable compensation. The City is current in its obligation with MFPRSI, their contributions to MFPRSI for the last three years have been:
$3,177,158 in FY 2011/12, $2,404,474 in FY 2010 /11 and $1,966,345 in FY 2009/10.
GASB 45
In June 2004, the Governmental Accounting Standards Board ( "GASB ") issued GASB 45, which address how state and local governments
are required to account for and report their costs and obligations related to other post-employment benefits ("OPEB "), defined to include
post - retirement healthcare benefits. GASB 45 Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than
Pension establishes financial reporting standards designed to measure, recognize and display OPEB costs. OPEB costs would become
measurable on an accrual basis of accounting, and contribution rates (actuarially determined) would be prescribed for funding such costs. The
provisions of GASB 45 do not require govenments to fund their OPEBs. The Issuer may establish its OPEB liability at zero as of the
beginning of the initial year of implementation; however the unfunded actuarial liability is required to be amortized over future periods. In
accordance with the requirements of GASB 45, the Issuer's financial statements must comply with these provisions no later than the fiscal
year ending June 30, 2010.
Plan Description - The City operates a single- employer benefit plan which provides post - employment benefits for eligible participants
enrolled in the City - sponsored plans, which include the employees of the Dubuque Metropolitan Area Solid Waste Agency (a component
unit). The plan does not issue a stand -alone financial report The benefits are provided in the form of an implicit rate subsidy where pre -65
retirees receive health insurance coverage by paying a combined retiree /active rate for the self - insured medical and prescription drug plan
An explicit rate subsidy where the City pays the full cost of a $1,000 policy in the fully- insured life insurance plan.
A -3
To be eligible for the health insurance coverage, retirees must be at least 55 years old, have completed 4 years of service, and be vested with
either the Iowa Public Employee's Retirement System (IPERS) or the Municipal Fire and Police Retirement System of Iowa (IvIFPRSI). In
addition to the health eligibility coverage requirements, one must have belonged to a bargaining group to be eligible for life insurance
benefits. There are approximately 523 active and 25 retired members in the plan.
Funding Policy — The contribution requirements of plan members are established and may be amended by the City. The City currently
finances the retiree benefit plan on a pay -as- you -go basis.
Annual OPEB Cost and Net OPEB Obligation — The City's annual OPEB costs is calculated based on the annual required contribution
(ARC) of the City, an amount actuarially determined in accordance with GASB Statement No. 45. The ARC represents a level of finding
that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities over a period not
to exceed 30 years.
The following table shows the components of the City's annual OPEB cost for the year ended June 30, 2012, the amount actually contributed
to the plan, and changes in the City's net OPEB obligation:
Annual required contribution
Interest on net OPEB obligation
Adjustment to annual required contribution
Annual OPEB cost
Contributions made, net of retiree contributions
Increase in net OPEB obligation
Net OPEB obligation, beginning of year
Net OPEB obligation, end of year
$570,443
118,808
(105,247)
584,004
(201,201)
382,803
2,376,162
$2,758,965
For calculation of the net OPEB obligation, the actuary has set the transition thy as July 1, 2008. The end of year net OPEB obligation was
calculated by the actuary as the cumulative difference between the actuarially determined finding requirements and the actual contributions
for the year ended June 30, 2012.
For the year ended June 30, 2012, the City paid $549,234, for retiree claims. Plan members eligible for benefits contributed $301,848 or
100% of the premium costs. The net resulted in City contributions of $201,201.
The City's annual OPEB cost, the percentage of annual OPEB costs contributed to the plan and the net OPEB obligation as of June 30, 2012
are summarized as follows:
Year Ended Annual OPEB Cost % of Annual OPEB Costs Contributed Net OPEB Obligation
June 30, 2009 $945,000 2.6% $920,157
June 30, 2010 945,000 (8.3) 1,943,740
June 30, 2011 581,536 25.6 2,376,162
June 30, 2012 584,004 34.45 2.758,965
Funded Status and Funding Progress — As of July 1, 2010, the most recent actuarial valuation date for the period July 1, 2010 through June
30, 2011, the actuarial accrued liability was $5,481,802, with no actuarial value of assets, resulting in an unfunded actuarial accrued liability
(UAAL) of $5,481,802. The covered payroll (annual payroll of active employees covered by the plan) was approximately $29,790,517 and
the ratio of the UAAL to covered payroll was 18.40 %. As of June 30, 2011, there were no trust find assets.
Union Contracts
City employees are represented by the following bargaining units:
Insurance
The City's insurance coverage
Bargaining Unit
Teamsters Local Union No 421
Teamsters Local Union No 421 Bus Operators
Dubuque Professional Firefighters Association
Dubuque Police Protective Association
International Union of Operating Engineers
s as follows:
Type of Insurance
A -4
Contract Expiration Date
June 30, 2014
June 30, 2014
June 30, 2014
June 30, 2014
June 30, 2014
Limits
General Liability
Automobile Liability
Public Officials
Police Professional Liability
Boiler & Machinery
Property Blanket
Employees Crime Policy
Airport Commission
Airport Liability
Population
The following table sets forth population trends for the Issuer:
Year Population
2010 57,637
2000 57,686
1990 57,538
1980 62,374
1970 62,309
$12,000,000
12,000,000
12,000,000
12,000,000
25,000,000
356,095,000
1,000,000
5,000,000
20,000,000
Source: U.S. Census Bureau website.
Population by Age
Presented below is the 2010 Census figures according to age group for the County of Dubuque and the State of Iowa:
Age Group
Under 19 years of age
20 to 24 years of age
25 to 44 years of age
45 to 64 years of age
65 to 84 years of age
85 and over
Median Age
Source: U.S. Census Bureau website.
Major Employers
Dubuque County
27.1%
7.2
23.5
26.8
12.9
2.5
38.6
State of Iowa
26.9%
7.0
24.5
26.7
12.4
2.3
38.1
Following are the major employers within the City and the current number of people they employ:
Employer
John Deere Dubuque Works
Dubuque Community School District
Hy -Vee
Mercy Medical Center
IBM
Medical Associates Clinic
The Finley Hospital
City of Dubuque
Eagle Window & Door
Holy Family Catholic Schools
Prudential Retirement
Diamond Jo Casino
Dubuque County
Heartland Financial
Dubuque Racing Association
Loras College
McKesson
Flexsteel Industries, Inc.
Dubuque Bank & Trust
A.Y. McDonald Mfg. Co.
Cottingham & Butler Inc
Business
Backhoe, loaders, crawlers, skid steer loaders & winches
Education
Grocery store
Health care
Global technology sery ices
Health care
Health care
City government
Aluminum clad & all wood window
Private school
Pension planning recording keeping & administration
Riverboat casino
County government
Bark holding company
Entertainment
Education
Data processing sery ices
Manufacturing
Banking
Manufacturing
Insurance
A -5
Approximate Employees
2,520
1,946
1,3501
1,324
1,300
999
920
686
625
575
550
550
450
450
4132
412
400
380
365
360
360
Woodward Communications, Inc. Daily & weekly newspapers and specialty publications 350
QuadGraphics Printing services 345
Hartig Drug Retail Drug Stores 328
University of Dubuque Education 327
Sedgwick Claims/Benefits Management and Processing 315
Medlin Health care equipment 300
' Includes full -time and part-time employees
2 D.B.A. Mystique Casino
Source: Greater Dubuque Development Corporation, phone interviews, and the City, September 2011.
Employment Statistics
The State of Iowa Department of Job Service reports unemployment unadjusted rates as follows (August 2012)
Governmental Body
National Average
State of Iowa
Dubuque County
Historical Employment Statistics
Percentage Unemployed
8.1%
Presented below are the historical unemployment rates for the years indicated for County and the State of Iowa.
Calendar Year Dubuque County State Of Iowa
2011 5.50% 5.90%
2010 6.70 6.70
2009 6.10 6.00
2008 4.20 4.10
2007 4.10 3.80
Source: Iowa Workforce Development Center website.
Retail Sales
Presented below are retail sales statistics for the City of for the period indicated:
Year Ended Taxable Retail Sales Number of Businesses
2011* $1,014,284,468 2009
2010* 971,050,048 2043
2009* 961,287,890 2026
2008 ** 988,428,418 1925
2007 ** 970,039,446 1893
* reported as of June 30
**reported as of March 31
Median Family Income
Dubuque County had a 2000 median family income of $39,582 compared to $39,469 for the State of Iowa. The following table represents
the distribution of family incomes for the County at the time of the 2000 census:
Household Income # of Households % of Households
Under$10,000 2394 7.1
10,000 to 14,999 2000 5.9
15,000 to 24,999 5051 15.0
25,000 to 34,999 5035 14.9
35,000 to 49,999 6729 20.0
50,000 to 74,999 7301 21.7
75,000 to 99,999 2762 8.2
100,000 to 149,999 1505 4.5
150,000 to 199,999 343 1.0
200,000 or more 583 1.7
A -6
Effective Buying Income
The private publication "Sales & Marketing Management" has developed a wealth indicator termed "effective buying income" (EBI)
defined as personal income less personal tax and non -tax payments, which is considered by the publication to be a bulk measurement of
market potential. Presented below is the EBI for Dubuque County and the State of Iowa for the periods indicated:
2009 County 2009 State
Retail Sales (000) $1,429,770 $40,982,154
Total EBI (000) 1,756,855 57,558,473
Median Household EBI 38,201 38,919
% of Households by EBI
$10,000 to $19,999 19.0% 19.9%
$20,000 to $34,999 25.8 24.2
$35,000 to $49,999 21.4 20.5
$50,000 and over 33.8 35.4
Financial Services
Financial services for residents of the City are provided by American Trust & Savings Bank, Dubuque Bank and Trust Company, East
Dubuque Savings Bank, Fidelity Bank & Trust and Premier Bank; by branch offices of State Central Bank and U.S. Bank N.A.; as well as
by several credit unions.
American Trust & Savings Bank, Dubuque Bank and Trust Company, East Dubuque Savings Bank, Fidelity Bank & Trust and Premier
Bank report the following deposits as of December 314 for each year:
American Trust & Dubuque Bank and East Dubuque
Year Savings Bank Trust Company Savings Bank Fidelity Bank & Trust Premier Bank
2007 $655,032,000 $670,219,000 $169,022,000 $360,818,000' $166,891,000
2008 708,594,000 749,192,000 162,683,000 247,857,000 186,858,000
2009 711,573,000 864,067,000 171,170,000 321,864,000 213,076,000
2010 660,263,000 809,181,000 148,089,000 370,553,000 196,664,000
2011 716,702,000 938,000,000 132,568,000 452,776,000 200,907,000
' Fidelity Bank and Trust relocated its headquarters from the City of Dyersville, Iowa to the City of Dubuque in 2009. December 31, 2007
deposits are for all locations including the branch office located within the City.
Source: FDIC Institution Directory website.
Building Permits
City officials report the following construction activity as of August 31, 2012. Building permits are reported on a fiscal year basis.
Fiscal Year Single Family Multi- Family Commercial/Industrial Total Permits Total Valuation
2008 -09 39 7 19 1,740 $ 81,460,036
2009 -10 79 22 12 1,515 77,302,482
2010 -11 88 7 15 3,020 134,246,328
2011 -12 97 8 14 4,183 224,053,472
2012 -13 20 3 2 464 16,898,273
Totals include single family, multi- family, commercial/industrial, remodeling, roofing, siding, decks, additions and other
miscellaneous residential and commercial permits.
CITY PROPERTY VALUES
Iowa Property Valuations
In compliance with Section 441.21 of the Code of Iowa, as amended, the State Director of Revenue annually directs all county auditors to
apply prescribed statutory percentages to the assessments of certain categories of real property. The 2011 final values, called Actual
Valuation, are then adjusted by the county auditor. Assessed or Taxable Valuation subject to tax levy is then determined by the application
of State determined rollback percentages, principally to residential and commercial property.
The Legislature's intent has been to limit the growth of statewide taxable valuations for the specific classes of property to 4% annually.
Political subdivisions whose taxable values are thus reduced or are unusually low in growth are allowed to appeal the valuations to the State
Appeal Board, in order to continue to fund present services.
A -7
Beginning in 1978, the State required a reduction in Actual Valuation to reduce the impact of inflation on its residents. The resulting value is
defined as the Assessed or Taxable Valuation The rollback percentages for residential, agricultural and commercial valuations are as
follows:
Fiscal Year
2012 -13
2011 -12
2010 -11
2009 -10
2008 -09
Residential Rollback
50.7518
48.5299
46.9094
45.5893
44.0803
Ag. Land & Buildings
57.5411
69.0152
66.2715
93.8568
90.1023
Commercial
100.0000
100.0000
100.0000
100.0000
99.7312
Property is assessed on a calendar year basis. The assessments finalized as of January 1 of each year are applied to the following fiscal year.
For example, the assessments finalized on January 1, 2011 are used to calculate tax liability for the tax year starting July 1, 2012 through June
30, 2012. Presented below are the property valuations of the Issuer by class of property.
1112011 Valuations (Taxes payable July 1, 2012 to June 30, 2013)
Residential
Commercial
Industrial
Railroads
Other
Utilities w/o Gas & Electric
Gross valuation
Less military exemption
Net Valuation
TIE increment (used to compute debt
service levies and constitutional debt limit)
Taxed separately
Ag. Land & Buildings
Gas & Electric Utilities
100% Actual Value
$2,306,638,673
791,784,906
70,792$)5
2,368,221
705,130
10,419,285
$3,182,708,820
(6,185,680)
$3,176,523,140
$299,591,318 (0( 2)
$4,753,159 'O
$152,482,060
(r) TIE increment valuation is reduced by $1,852 of military exemption.
(2) Excludes $112,829 of TIE Increment Ag. Land & Buildings valuation.
(a) Ag. Land & Buildings valuation is reduced by $1,852 of military exemption.
2011 Gross Taxable Valuation by Class of Property
Residential
Gas & Electric Utilities
Commercial, Industrial, Utility and Other
Railroads
Total Gross Taxable Valuation r)
(r) Excludes Taxable TIP Increment and Ag Land & Buildings
Trend of Valuations
Assessment Year
2011
2010
2009
2008
2007
Payable Fiscal Year
2012 -13
2011 -12
2010 -11
2009 -10
2008 -09
100% Actual Valuation
3,633,462,506
3,553,386,961
3,486,704,735
3,344,904,153
3,272,443,439
Taxable Value (With Rollback)
$1,169,198,342
791,784,906
70,792,605
2,368,221
705,130
10 419,285
$2,045,268,489
(6,184,133)1)
$2,039,084,356
Gross Taxable Valuation
$1,169,198,342
69,676,447
873,701,926
2,368,221
$2,114,944,936
$299,591,318 fn(2)
$2,686,324 )
$69,676,447
Percent Total
55.28%
3.30%
41.31%
0.11%
100%
Net Taxable Valuation (With Rollback)
2,108,760,803
2,034,470,780
1,980,445,335
1,935,666,751
1,878,770,648
Taxable TIP Increment
299,591,318
279,611,679
249,501,324
174,885,331
148,458,171
The 100% Actual Valuations, before rollback and after the reduction of military exemption, include Ag. Land, Ag. Buildings, TIP Increment
and Gas & Electric Utilities. The Taxable Valuations, with the rollback and after the reduction of military exemption include Gas & Electric
A -8
Utilities and exclude Ag. Land, Ag. Buildings and Taxable TIE Increment Iowa cities certify operating levies against Taxable Valuation
excluding Taxable TIE Increment and debt service levies are certified against Taxable Valuation including the Taxable TIE Increment
Tax Rates
The Issuer levied the following taxes for collection during the fiscal years indicated: (Source: Local Division, Iowa State Comptroller,
Office)
Employee Total
Fiscal Year General Outside Emergency Debt Benefits Transit Levy
2013 8.10000 0.13%5 0.00000 0.02729 2.02267 0.49516 10.78477
2012 8.10000 0.54781 0.00000 0.05278 1.75052 0.00000 10.45111
2011 8.10000 0.75000 0.00000 0.05300 1.12441 0.00000 10.02741
2010 8.10000 0.81492 0.00000 0.03702 0.90583 0.00000 9.85777
2009 8.10000 0.75412 0.00000 0.00000 1.11492 0.00000 9.96904
Combined Historic Tax Rates
The Issuer levied the following taxes for collection during the fiscal years indicated: (Source: Local Division, Iowa State Comptroller,
Office)
Fiscal Year City School College State Assessor Ag Extens Hospital County Total Levy Rate
2013 10.78477 15.40388 0.98207 0.00330 0.44840 0.08174 0.26%1 6.43124 34.40501
2012 10.45111 16.87685 1.07379 0.00300 0.33842 0.07564 0.26040 6.49167 35.57088
2011 10.02741 16.88349 1.03532 0.00300 0.25772 0.03219 0.26409 6.50193 35.00515
2010 9.85777 16.87918 0.99471 0.00300 0.28030 0.03298 0.26342 6.40435 34.71571
2009 9.%904 16.88112 0.55714 0.00350 0.32436 0.03572 0.26744 6.40844 34.44676
Levy Limits
A city's general fund tax levy is limited to $8.10 per $1,000 of taxable value, with provision for an additional $0.27 per $1,000 levy for an
emergency fund which can be used for general fund purposes (Code of Iowa, Chapter 384, Division I). Cities may exceed the $8.10
limitation upon authorization by a special levy election. Further, there are limited special purpose levies which may be certified outside of the
above described levy limits (Code of Iowa, Section 384.12). The amount of the City general find levy subject to the $8.10 limitation is $8.10
for FY 2012 -13. The City does levy costs for tort liability and other insurance expense, for the operation and maintenance of publicly owned
transit, and for employee benefits in addition to the $8.10 general fund limit as authorized by law. Currently, the City does not levy an
emergency levy. Debt service levies are not limited
Tax Collection History
Fiscal Amount Amount Percentage
Year Levied Collected (1) Collected (1)
2013 $22,758,753 In Collection In Collection
2012 21,284,751 $21,307,270 100.00%
2011 19,878,962 19,755,236 99.38
2010 19,095,444 19,088,379 99.96
2009 18,736,759 18,667,933 99.63
2008 18,211,000 18,127,137 99.54
(1) Collections for fiscal year 2012 are unaudited
Largest Taxpayers
Set forth in the following table are the persons or entities which represent the 2013 largest taxpayers within the Issuer, as provided by the
Dubuque County Assessor's Office. No independent investigation has been made of and no representation is made herein as to the financial
condition of any of the taxpayers listed below or that such taxpayers will continue to maintain their status as major taxpayers in the City. The
City's mill levy is uniformly applicable to all of the properties included in the table, and thus taxes expected to be received by the City from
such taxpayers will be in proportion to the assessed valuations of the properties. The total tax bill for each of the properties is dependent upon
the mill levies of the other taxing entities which overlap the properties.
Taxpayer Type of Property/Business 1 /1 /11 Taxable Valuation
Alliant Interstate Energy Power Co. Utility $99,015,284
Peninsula Gaming Company LLC Commercial 56,784,250
Black Hills Energy Corp. Utility 47,166,449
A -9
Kennedy Mall Inc.
Progressive Processing LLC
Medical Associates Realty LP
Nordstrom Inc.
The McGraw Hill Companies Inc.
Otto A LLC
Walter Development LLC
Net Valuation
Legislation
Commercial
Industrial
Commercial
Commercial
Commercial
Industrial
Commercial
$3,176,523,140
27,206,390
21,397,890
19,559,060
17,221,570
14,729,210
14,100,000
13 781 290
$2,039,084,356
From time to time, legislative proposals are pending in Congress and the Iowa General Assembly that would, if enacted, alter or amend one
or more of the property tax matters described herein It cannot be predicted whether or n what forms any of such proposals, either pending or
that may be introduced, may be enacted, and there can be no assurance that such proposals will not apply to valuation, assessment or levy
procedures for taxes levied by the City or have an adverse impact on the future tax collections of the City. Purchasers of the Bonds should
consult their tax advisors regarding any pending or proposed federal or state tax legislation. The opinion expressed by Bond Counsel is based
upon existing legislation as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no opinion as of any date
subsequent thereto or with respect to any pending federal or state tax legislation.
Iowa Code section 76.2 provides that when an Iowa political subdivision issues general obligation debt: "The governing authority of these
political subdivisions before issuing bonds shall, by resolution, provide for the assessment of an annual levy upon all the taxable property in
the political subdivision sufficient to pay the interest and principal of the bonds within a period named not exceeding the applicable period of
time specified in section 76.1. A certified copy of this resolution shall be filed with the county auditor or the auditors of the counties in which
the political subdivision is located; and the filing shall make it a duty of the auditors to enter annually this levy for collection form the taxable
property within the boundaries of the political subdivision until funds are realized to pay the bonds in full." Iowa Code section 76.1 provides
that the annual levy shall be sufficient to pay the interest and approximately such portion of the principal of the bonds as will retire them in a
period not exceeding twenty years from the date of issue, except for certain bonds issued for disaster purposes and bonds issued to refund or
refinance bonds issued for such disaster purposes which may mature and be retired in a period not exceeding thirty years from date of issue.
Public Funds Investments
Funds on Hand (Cash and Investments as of August31, 2012)
Agency
Capital
Component Unit
Debt Service
Enterprise
General
Internal Service
Permanent
Special
Total Cash and Investments
CITY INDEBTEDNESS
Debt Limit
$1,537,956
26,617,333
10,039,915
220,571
21,469,761
8,057,856
2,838,507
61,445
7,902,497
$78,745,841
Article X[, Section 3 of the State of Iowa Constitution limits the amount of debt outstanding at any time of any county, municipality or other
political subdivision to no more than 5% of the Actual Value of all taxable property within the corporate limits, as taken from the last state
and county tax list The debt limit for the City, based on its 2011 actual valuation currently applicable to the fiscal year 2012 -13, is as follows:
2011 Actual Valuation of Property
Less: Military Exemption
Net Actual Valuation of Property
Legal Debt Limit of 5%
Legal Debt Limit
Less: G.O. Debt Subject to Debt Limit
Less: Urban Renewal Revenue Debt Subject to the Debt Limit
Less: TIE Rebate Agreements Subject to the Debt Limit
Less: Other Debt Subject to the Debt Limit
Net Debt Limit
A -10
$3,639,539,061
(6,185,985)
$3,633,353,076
.05
$181,667,654
(95,460,000)
(24,103,235)
(25,144,361)
(4,880,036) 1)
$32,215,022
1) Includes loan agreement with Iowa DOT, Iowa Finance Authority Loan, general fund leases and water line loan.
Upon completion of the sale of the City's general obligation Bonds Series 2012E, 2012F, 2012G, 2012H and 2012I, the City will have
outstanding 26 separate general obligation issues, with scheduled principal and interest as shown below:
Fiscal
Year
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
Total
Principal
4,310,000
6,070,000
6,550,000
6,705,000
6,905,000
6,785,000
6,265,000
6,510,000
5,905,000
4,470,000
4,440,000
4,080,000
4,080,000
4,020,000
4,015,000
4,015,000
3,870,000
2,985,000
2,365,000
1,115,000
Total
Interest
3,044,140
3,138,114
2,934,690
2,760,655
2,563,159
2,341,161
2,122,501
1,922,004
1,705,299
1,494,533
1,337,046
1,177,181
1,029,628
878,399
725,231
565,620
401,756
241,166
129,416
44,170
Total
P &I
7,354,140
9,208,114
9,484,690
9,465,655
9,468,159
9,126,161
8,387,501
8,432,004
7,610,299
5,964,533
5,777,046
5,257,181
5,109,628
4,898,399
4,740,231
4,580,620
4,271,756
3,226,166
2,494,416
1,159,170
95,460,000 30,555,869 126,015,869
General Obligation Debt Subject to Abatement
The Issuer has previously issued general obligation securities that it intends to abate from alternate revenues. Presented below is the schedule
of principal and interest, presented by fiscal year and abatement source for general obligation securities outstanding:
Year Water Sewer Refuse
2013 362,135 357,552 7,662
2014 484,161 461,718 7,604
2015 484,050 460,169 7,608
2016 490,046 459,383 7,640
2017 495,532 452,050 7,557
2018 285,830 320,509 7,587
2019 287,032 318,407 7,669
2020 285,391 322,204 7,678
2021 288,591 320,556 7,673
2022 290,295 323,696 7,757
2023 287,895 321,505 7,741
2024 290,325 325,238 7,809
2025 288,648 323,415 7,799
2026 290,463 326,167 7,870
2027 287,789 324,350 7,918
2028 290,823 327,931 7,929
2029 293,303 325,742 7,957
2030 293,844 326,854 7,940
2031 291,205 258,314 2,737
2032 176,284 161,588 0
Storm
1,329,914
1,361,465
1,363,004
1,359,972
1,362,553
1,361,943
1,364,614
1,365,237
1,358,635
1,367,389
1,366,550
1,215,811
1,079,564
854,001
855,906
855,192
549,475
464,697
341,842
40,828
LOST
272,228
465,887
461,250
462,171
463,067
464,649
458,561
456,434
458,742
458,802
439,694
426,246
422,552
423,655
360,639
248,234
232,051
215,004
172,412
93,983
Airport DICW Downtown RUT DRA Tech S
393,061 107,352 862,972 2,834,764 47,802 19,094 25,308
396,266 205,710 1,269,326 3,310,470 47,220 108,700 208,390
398,552 207,410 1,270,668 3,553,300 47,334 107,550 269,790
395,325 214,010 1,278,326 3,527,723 47,408 106,290 265,370
401,645 210,235 1,652,653 3,534,199 46,713 104,620 268,980
- 42,701 216,460 1,666,431 3,531,429 46,669 102,840 272,170
- 40,835 212,260 1,209,792 3,522,609 47,252 105,950 0
- 38,895 208,033 1,211,618 3,540,181 47,034 108,800 0
18,070 153,728 1,210,882 3,526,072 46,720 106,430 0
17,776 151,313 547,830 2,532,926 47,099 108,940 0
17,480 153,688 545,925 2,381,533 46,710 96,180 0
17,181 150,663 508,031 2,122,040 46,978 33,600 0
16,927 152,363 510,313 2,119,864 46,437 32,700 0
16,665 153,740 508,043 2,129,702 46,548 31,800 0
16,384 154,780 467,723 2,077,179 46,563 30,900 0
16,090 155,468 462,611 2,064,893 46,351 0 0
15,825 150,853 466,759 2,073,706 51,076 0 0
15,495 151,108 324,568 1,386,648 40,458 0 0
20,195 151,045 324,116 932,855 0 0 0
5,169 150,655 323,018 207,800 0 0 0
Totals 6,543,643 6,817,347 142,136 21,218,592 7,456,259 2,055,675
Outstanding Water Revenue Debt
The Issuer has previously issued its water revenue securities. Presented belo
revenue securities:
3,410,869 16,621,604 50,909,895 842,371 1,204,394 1,310,008
1 and interest on the Issuer's outstanding water
Fiscal Year 4- Nov -08 18 -Oct -07 21- Sep -10 28-Jun-12 l -Sepll l- Oct -12 l- Dec -12 Total
2013 119,883 62,058 371,575 50,921 112,861 12,904 185,450 915,650
2014 117,070 62,855 377,875 130,050 112,812 47,774 193,525 1,041,961
2015 119,070 62,588 373,975 128,550 111,521 47,490 196,490 1,039,683
A -11
2016 115,750 62,288 380,075 132,050 111,448 47,149 199,400 1,048,159
2017 117,310 62,955 379,950 129,650 110,693 47,935 207,255 1,055,747
2018 118,528 62,558 379,700 127,250 111,119 47,461 0 846,615
2019 114,388 62,128 383,250 129,850 110,254 46,928 0 846,797
2020 115,158 62,665 386,500 127,300 110,571 47,520 0 849,714
2021 115,598 62,138 384,450 129,750 110,814 48,027 0 850,776
2022 115,698 62,578 387,250 132,050 110,985 47,260 0 855,820
2023 115,500 62,953 389,125 129,200 111,082 47,613 0 855,472
2024 0 62,263 510,025 131,350 111,107 47,868 0 862,613
2025 0 62,540 511,375 128,350 112,276 48,022 0 862,563
2026 0 62,753 512,200 130,350 113,228 46,886 0 865,416
2027 0 62,900 515,400 127,200 113,727 46,862 0 866,089
2028 0 62,983 517,800 129,050 113,864 47,909 0 871,605
2029 0 0 519,400 130,613 115,082 47,608 0 812,703
2030 0 0 525,200 132,019 114,644 47,182 0 819,044
2031 0 0 0 128,119 115,277 47,809 0 291,205
2032 0 0 0 129,219 0 47,066 0 176,284
Totals 1,283,950 1,001,198 7,805,125 2,512,890 2,133,363 915,271 982,120 16,633,916
Outstanding Sewer Revenue Debt
The Issuer has previously issued its sewer revenue securities. Presented below is the princ
revenue securities:
1 and interest on the Issuer's outstanding sewer
Year 1- Aug -10 1- Feb -10 27- Oct -10 Total
2013 3,702,611 65,950 413,990 4,182,551
2014 3,698,626 65,859 413,660 4,178,145
2015 3,694,522 65,766 413,168 4,173,455
2016 3,690,295 65,669 413,513 4,169,476
2017 3,685,941 65,570 413,663 4,165,173
2018 3,681,456 65,468 413,618 4,160,541
2019 3,676,837 65,363 413,378 4,155,577
2020 3,672,079 65,254 413,943 4,151,276
2021 3,667,178 65,143 413,280 4,145,601
2022 3,662,130 65,028 413,423 4,140,581
2023 3,656,931 64,909 413,338 4,135,178
2024 3,651,576 64,787 414,025 4,130,389
2025 3,646,061 64,662 413,453 4,124,175
2026 3,640,380 64,532 413,653 4,118,564
2027 3,634,528 64,399 413,593 4,112,520
2028 3,628,501 64,262 413,273 4,106,035
2029 3,622,293 64,120 413,693 4,100,106
2030 3,615,899 63,975 413,820 4,093,694
2031 3,609,313 63,825 413,655 4,086,793
2032 3,602,529 0 413,198 4,015,727
2033 3,595,542 0 413,448 4,008,990
2034 3,588,346 0 413,373 4,001,718
2035 3,580,933 0 413,973 3,994,906
2036 3,573,298 0 413,215 3,986,513
2037 3,565,434 0 413,133 3,978,567
2038 3,557,334 0 413,693 3,971,027
2039 3,548,991 0 413,863 3,962,854
2040 0 0 413,643 413,643
2041 0 0 414,033 414,033
Totals 98,149,565 1,234,540 11,993,700 111,377,805
Outstanding Urban Renewal TIF Revenue Debt
Presented below is the Issuer's urban renewal tax increment revenue securities payable from TIE Revenues, presented by fiscal year and
bond series:
Fiscal TIF Rev Lower Math 40 Main 44 Main Adams Co. Theisen Supply Vessel Systems
Year 10/16/07 30- Jun -04 1- Aug -09 26-Oct-10 3- Dec -04 22- Nov -06 1- Dec -03
2013 2,012,625 26,700 95,408 34,584 51,004 120,000 20,607
2014 355,000 26,699 95,410 34,583 51,004 119,999 20,608
2015 380,000 26,700 95,408 34,584 49,156 120,000 20,607
2016 410,000 25,615 95,409 34,583 0 119,999 0
2017 440,000 0 95,408 34,584 0 120,000 0
2018 475,000 0 74,766 19,283 0 112,079 0
A -12
2019 510,000
2020 550,000
2021 590,000
2022 635,000
2023 680,000
2024 730,000
2025 785,000
2026 845,000
2027 910,000
2028 975,000
2029 1,050,000
2030 1,130,000
2031 1,215,000
2032 1,305,000
2033 1,400,000
2034 1,505,000
2035 1,620,000
2036 1,740,000
2037 1,870,000
0 79,826 20,473
0 85,175 21,703
0 90,880 23,079
0 0 24,503
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Totals: 24,117,625 105,714 807,690 281,959
Indirect General Obligation Debt
Presented below is a listing of the overlapping and underlying debt for Issuers
Taxing Authority
Dubuque CSD
Dubuque County
AEA1
Northeast Iowa Community College
Outstanding 2011 Taxable
Debt Valuation
$0 $3,296,962,298
0 4,209,535,799
2,005,403 9,846,541,918
59,880,000 9,846,541,918
151,164
712,077
61,822
thin the District and the amount applicable to the Issuer:
Taxable Value
Within Issuer
2,410,966,455
2,410,966,455
2,410,966,455
2,410,966,455
Percentage
Applicable
73.13%
57.27%
24.49%
24.49%
Amount
Applicable
$0
0
491,031
14,661,865
Total Overlapping & Underlying Debt: $15,152,896
FINANCIAL SUMMARY
Actual Value of Property, 2011: $3,633,349,677
Taxable Value of Property, 2011: 2,410,966,445
Direct General Obligation Debt:
Less Self - Supported General Obligation Debt:
Net Direct General Obligation Debt:
Overlapping Debt:
Net Direct & Overlapping General Obligation Debt:
Population, 2010 US Census Bureau:
Direct Debt per Capita:
Total Debt per Capita:
Net Direct Debt to Taxable Valuation:
Total Debt to Taxable Valuation:
Net Direct Debt to Actual Valuation:
Total Debt to Actual Valuation:
Actual Valuation per Capita:
Taxable Valuation per Capita:
Preliminary, subject to change
A -13
$95,460,000
- 88,930,000
$6,530,000
15,152,896
$21,682,896
57,637
$1,656.23
$376.20
0.27%
0.90%
0.18%
0.60%
$63,038
$41,830
APPENDIX B- FORM OF LEGAL OPINIONS
B -1
APPENDIX C - FORM OF CONTINUING DISCLOSURE CERTIFICATE
G1
City of Dubuque, Iowa
Masterpiece on the Mississippi
S7,340,000* Taxable General Obligation Refunding Bonds, Series 2012I
(FAST Closing)
(Book Entry Only)
(Parity Bidding Available)
DATE: Monday, November 5, 2012
TIME: 1:00 PM
PLACE: Office of the Budget Director
50 W. 13th Street
Dubuque, IA 52001 -4864
Telephone: (563)589 -4100
Fax: (563)589 -0890
Moody's Rating: "
* Preliminary, subject to change
PiperJaffraym
3900 Ingersoll Ave., Suite 110
Des Moines, IA 50312
515/247 -2355
OFFICIAL BID FORM
TO: City Council of Dubuque, Iowa (the "Issuer ")
Re: $7,340,000* Taxable General Obligation Refunding Bonds, Series 20121 dated Date of Delivery, of the Issuer (the "Bonds")
For all or none of the above Bonds, in accordance with the notice of sale, we will pay you $ for Bonds bearing interest rates and
maturing on June 1 in each of the stated years as follows:
Coupon Yield Due June 1st Coupon Yield Due June 1st
2013 2018
2014 2019
2015 2020
2016 2021
2017
We hereby elect to have the following issued as term bonds:
Principal Amount Month and Year (Inclusive)
$ to
$ to
$ to
$ to
Subject to mandatory redemption requirement in the amounts and at the times shown above
We will not elect to have any bonds issued as term bonds
Maturity Month and Year
This bid is for prompt acceptance and for delivery of said Bonds to use in compliance with the Official Notice of Sale and Official Terms
of Offering of Taxable General Obligation Refunding Bonds, which is made a pert of this proposal, by reference. Award will be made
on a True Interest Cost Basis (TIC).
In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds to comply with
paragraph (b)(5) of Rule 15c2 -12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended (the "Rule "), the Issuer will covenant and agree, for the benefit of the registered holders or beneficial owners from time to
time of the outstanding Bonds, in the Bond Resolution, to provide annual reports of specified information and notice of the occurrence of
certain events, if material, as hereinafter described (the "Disclosure Covenants "). The information to be provided on an annual basis, the
events as to which notice is to be given, if material, and a summary of other provisions of the Disclosure Covenants, including
termination, amendment and remedies, are set forth in Appendix C to this Official Statement.
According to our computations (the correct computation being controlling in the award), we compute the following (to the dated date):
NET INTEREST COST:$
TRUE INTEREST RATE
(Computed from the dated date)
Account Manager Signature of Account Manager
The foregoing offer is hereby accepted by and on behalf of the City Council of Dubuque, in the county of Dubuque, State of Iowa, this
5th day of November, 2012.
ATTEST:
City Clerk Mayor
Preliminary, subject to change
NOTICE OF BOND SALE
OFFICIAL TERMS OF OF'F'ERING
In addition to the provisions of the official notice of bond sale, this section sets forth the description of certain terms of the Bonds as well
as the terms of offering with which all bidders and bid proposals are required to comply, as follows:
The Bonds. The Bonds to be offered are the following:
TAXABLE GENERAL OBLIGATION REFUNDING BONDS, Series 2012I in the principal amount of $7,340,000* dated
Date of Delivery in the denomination of $5,000 or multiples thereof, and maturing as shown on the front page of the official statement
* Adjustment to Principal Amount After Determination of Best Bid Each scheduled maturity of the Bonds are subject to
increase or decrease. Such adjustments shall be made promptly after the sale and prior to the award of bids by the issuer and shall be in
the sole discretion of the Issuer. The Issuer shall only make such adjustments in order to size the Bonds to provide for the Project. To
cooperate with any adjustment in the principal amounts, the Successful Bidder is required, as a part of its bid, to indicate its Initial
Reoffering yield and Initial Reoffering price on each maturity of the Bonds (said price shall be calculated to the date as indicated by the
Issuer).
The dollar amount bid by the Successful Bidder may be changed if the aggregate principal amount of the Bonds, as adjusted as described
below, is adjusted, however the interest rates specified by the Successful Bidder for all maturities will not change. The Issuer's financial
advisor will make every effort to ensure that the percentage net compensation to the Successful Bidder (the percentage resulting from
dividing (i) the aggregate difference between the offering price of the Bonds to the public and the price to be paid to the Issuer (not
including accrued interest), less any bond insurance premium and credit rating fee, if any, to be paid by the Successful Bidder, by (ii) the
principal amount of the Bonds) does not increase or decrease from what it would have been if no adjustment was made to principal
amounts shown in the maturity schedule.
The Successful Bidder may not withdraw or modify its bid once submitted to the Issuer for any reason, including post bond adjustment
Any adjustment shall be conclusive, and shall be binding upon the Successful Bidder.
Optional Redemption: The Bonds maturing in the years 2019 -2020, may be called for redemption by the Issuer and paid before maturity
beginning June 1, 2018 or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of
maturity and within an annual maturity by lot The terms of redemption shall be par, plus accrued interest to date of call.
Interest: Interest on said Bonds will be payable on June 1, 2013 and semiannually on the 1st day of June and December thereafter.
Interest shall be payable by check or draft of the Paying Agent mailed to the persons who were registered owners thereof as of the
fifteenth day of the month immediately preceding the Interest Payment Date (the "Record Date "), to the addresses appearing on the
registration books maintained by the Paying Agent or to such other address as is furnished to the Paying Agent in writing by a registered
owner. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months and will be rounded pursuant to rules of the
Municipal Securities Rulemaking Board.
Book Entry System: The Bonds will be issued by means of a book entry system with no physical distribution of certificates made to the
public. The Bonds will be issued in fully registered form and one certificate, representing the aggregate principal amount of the Bonds
maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York,
New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount
of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants.
Principal and interest are payable by the Issuer to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest
payments to participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The successful
bidder, as a condition of delivery of the Bonds, will be required to deposit the certificates with DTC.
Good Faith Deposit: A Good Faith Deposit (Deposit ") is not required for this issue.
Form of Bids: All bids shall be unconditional for the entire issue of Bonds for a price of not less than $73,400, plus accrued interest, and
shall specify the rate or rates of interest in conformity to the limitations set forth herein Bids must be submitted on or in substantial
compliance with the Official Bid Form provided by the Issuer or through the Internet Bid System. The Issuer shall not be responsible for
any malfunction or mistake made by any person, or as a result of the use of the electronic bid, facsimile facilities or the means used to
deliver or complete a bid. The use of such facilities or means is at the sole risk of the prospective bidder who shall be bound by the terms
of the bid as received.
No bid will be received after the time specified in the Notice of Sale. The time as maintained by the Internet Bid System shall constitute
the official time with respect to all Bids submitted. A bid may be withdrawn before the bid deadline using the same method used to
submit the bid If more than one bid is received from a bidder, the last bid received shall be considered.
Sealed Bidding: Sealed bids may be submitted and will be received at the office of Budget Director, 50 W. 13th Street, Dubuque, IA
52001 -4864.
Internet Bidding: Internet bids must be submitted through Parity® ( "the Internet Bid System"). Information about the Internet Bid
System may be obtained by calling 212 - 849 -5000.
Each bidder shall be solely responsible for making necessary arrangements to access the Internet Bid System for purpose of submitting
its intemet bid in a timely manner and in compliance with the requirements of the Official Terms of Offering. The Issuer is permitting
bidders to use the services of the Internet Bid System solely as a communication mechanism to conduct the intemet bidding and the Inter
net Bid System is not an agent of the Issuer. Provisions of the Official Terms of Offering shall control in the events of conflict with
information provided by the Internet Bid System. The Issuer shall not be responsible for any malfunction or mistake made by any
person, or as a result of the use of the Internet Bid System. The use of such facilities or means is at the sole risk of the prospective bidder
who shall be bound by the terms of the bid as received.
Electronic Facsimile Bidding: Bids may be submitted via facsimile at the phone number listed on the front cover of this Preliminary
Official Statement. Electronic facsimile bids will be sealed and treated as sealed bids. Transmissions received after the deadline shall be
rejected. It is the responsibility of the bidder to ensure that the bid is legible, that the bid is received prior to the appointed time, and that
the bid is sent to the telecopier number set forth above. The Financial Advisor will, in no instance correct, alter, or in any way change
bids submitted through facsimile transmission. Neither the Issuer nor its agents will be responsible for bids submitted by facsimile
transmission not received in accordance with the provisions of this Official Terms of Offering. Bidders electing to submit bids via
facsimile transmission will bear full and complete responsibility for the transmission of such bid. Neither the Issuer nor its agents will
assume liability for the inability of the bidder to reach the above name fax number prior to the time of sale specified above. Time of
receipt shall be the time recorded by the facsimile operator.
Rates of Interest: The rates of interest specified in the bidder's proposal must conform to the limitations following:
All Bonds of each annual maturity must bear the same interest rate.
Rates of interest bid may be in multiples of 1 /8th 1 /20th or 1 /100th of 1 %.
Rates must be in level or ascending order.
Delivery: The Bonds will be delivered to the Purchaser via FAST delivery with the Paying Agent holding the Bonds on behalf of DTC,
against full payment in immediately available cash or federal funds. The Bonds are expected to be delivered within sixty days after the
sale. Should delivery be delayed beyond sixty days from date of sale for any reason except failure of performance by the Purchaser, the
Purchaser may withdraw his bid and thereafter his interest in and liability for the Bonds will cease. (When the Bonds are ready for
delivery, the Issuer may give the successful bidder five working days' notice of the delivery date and the Issuer will expect payment in
full on that date, otherwise reserving the right at its option to determine that the bidder has failed to comply with the offer of purchase.)
Certificate of Purchaser: The Purchaser of the Bonds will be required as a condition of the sale to execute and submit to the Issuer as a
part of its bid, a Certificate in a form satisfactory to the Issuer as to the initial offering price of the Bonds to the public (not including bond
houses and brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial
amount of the Bonds (not less than 10% of each maturity) were in fact sold, and certifying that the prices are not greater than as shown on
the Certificate and that the prices are not unreasonably low.
Official Statement: The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates,
principal amounts, and interest rates of the Bonds, and any other information required by law or deemed appropriate by the Issuer, shall
constitute a "Final Official Statement" of the Issuer with respect to the Bonds, as that term is defined in Rule 15c2 -12 of the Securities
and Exchange Commission (the "Rule"). By awarding the Bonds to any underwriter or underwriting syndicate submitting an Official
Bid Form therefore, the Issuer agrees that, no more than seven (7) business days after the date of such award, it shall provide without cost
to the senior managing underwriter of the syndicate to which the Bonds are awarded up to 25 copies of the Official Statement and the
addendum described in the preceding sentence to permit each "Participating Underwriter" (as that term is defined in the Rule) to comply
with the provisions of such Rule. The Issuer shall treat the senior managing underwriter of the syndicate to which the Bonds are awarded
as its designated agent for purposes of distributing copies of the Final Official Statement to each participating Underwriter. Any
underwriter executing and delivering an Official Bid Form with respect to the Bonds agrees thereby that if its bid is accepted by the
Issuer, (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the
Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement.
CUSIP Numbers: It is anticipated that CUSIP numbers will be printed on the Bonds. In no event will the Issuer be responsible for or
Bond Counsel review or express any opinion of the correctness of such numbers, and incorrect numbers on said Bonds shall not be cause
for the purchaser to refuse to accept delivery of the Bonds. The fee will be paid for by the Issuer.
Responsibility of Bidder: It is the responsibility of the bidder to deliver its signed, completed bid prior to the time of sale as posted on the
front cover of the official statement and in the Official Notice of Sale. Neither the Issuer nor its Financial Consultant will assume
responsibility for the collection of or receipt of bids. Bids received after the appointed time of sale will not be opened.
Continuing Disclosure: In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds
to comply with paragraph (b)(5) of Rule 15c2 -12 promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (the "Rule "), the Issuer will covenant and agree, for the benefit of the registered holders or beneficial
owners from time to time of the outstanding Bonds, in the Bond Resolution, to provide annual reports of specified information and notice
of the occurrence of certain events, if material, as hereinafter described (the "Disclosure Covenants "). The information to be provided on
annual basis, the events as to which notice is to be given, if material, and a summary of other provisions of the Disclosure Covenants,
including termination, amendment and remedies, are set forth in Appendix C to this Official Statement
Breach of the Disclosure Covenants will not constitute a default or an "Event of Default" under the Bonds or Resolution. A broker or
dealer is to consider a known breach of the Disclosure Covenants, however, before recommending the purchase or sale of the Bonds in
the secondary market Thus, a failure on the part of the Issuer to observe the Disclosure Covenants may adversely affect the
transferability and liquidity of the Bonds and their market price.
The Issuer has never failed to comply with the Rule
Bond Insurance: Application has not been made for municipal bond insurance. Should the Bonds qualify for the issuance of any
policy of municipal bond insurance or commitment therefore at the option of the bidder, the purchase of any such insurance policy or the
issuance of any such commitment shall be at the sole option and expense of the Purchaser. Any increased costs of issuance on the Bonds
resulting from such purchase of insurance shall be paid by the Purchaser, except that, if the Issuer has requested and received a rating on
the Bonds from a municipal bond rating service, the Issuer will pay that rating fee. Any other rating service fees shall be the
responsibility of the Purchaser.
Requested modifications to the Issuance Resolution or other issuance documents shall be accommodated by the Issuer at its sole
discretion. In no event will modifications be made regarding the investment of funds created under the Issuance Resolution or other
issuance documents without prior Issuer consent, in its sole discretion. Either the purchaser or the insurer must agree, in the insurance
commitment letter or separate agreement acceptable to the Issuer in its sole discretion, to pay any future continuing disclosure costs of the
Issuer associated with any rating changes assigned to the municipal bond insurer after closing (for example, if there is a rating change on
the municipal bond insurer that require a material event notice filing by the Issuer, the purchaser or the municipal bond insurer must agree
to pay the reasonable costs associated with such filing). Failure of the municipal bond insurer to issue the policy after the Bonds have
been awarded to the Purchaser shall not constitute cause for failure or refusal by the Purchaser to accept delivery of the Bonds.
.5 O.
.
-0 '1
o
L
5
.0
E
4 u� .5
o
4
o6
R.5
g
JZ o
.
r,
° 5
0
_ 'S
.0 • 0 0
°a
E
-C • 0 o
a 5
0
� o
P
0th
o°
E▪ °
S 6
00 0
8
. g
PRELIMINARY OFFICIAL STATEMENT DATED , 2012
NEW ISSUE - DTC BOOK ENTRY ONLY Moody's Rating: ""
Subject to compliance by the Issuer with certain covenants, in the opinion ofAhlers & Cooney, P.C., under present laws, interest on the Bonds is included
from gross income for federal income tax purposes. See "THE BONDS — Tax Matters" herein
City of Dubuque, Iowa
THE CITY OF i / , \ Dubuque
DUB
bawl
ll
II
Masterpiece on the Mississippi 2012
$7,340,000 Taxable General Obligation Refunding Bonds Series 2012I
Dated: Date of Delivery
The Taxable General Obligation Refunding Bonds described above (the "Bonds ") are issuable as fully registered Bonds in the denomination of
$5,000 or any integral multiple thereof and, when issued, will be registered in the name of Cede & Co., as Bondholder and nominee of the
Depository Trust Company, New York, NY ( "DTC "). DTC will act as securities depository for the Bonds. Purchases of the Bonds will be
made in book -entry form. Purchasers of the Bonds will not receive certificates representing their interest in the Bonds purchased. So long as
DTC or its nominee, Cede & Co., is the Bondholder, the principal of, premium, if any, and interest on the Bonds will be paid by Wells Fargo
Bank N.A. as Registrar and Paying Agent (the "Registrar "), or its successor, to DTC, or its nominee, Cede & Co. Disbursement of such
payments to the Beneficial Owners is the responsibility of the DTC Participants as more fully described herein. Neither the Issuer nor the
Registrar will have any responsibility or obligation to such DTC Participants, indirect participants or the persons for whom they act as nominee
with respect to the Bonds.
Interest on the Bonds is payable on June 1, and December 1 in each year, beginning June 1, 2013 to the registered owners thereof. Interest shall
be payable by check or draft of the Paying Agent mailed to the persons who were registered owners thereof as of the fifteenth day of the month
immediately preceding the Interest Payment Date, to the addresses appearing on the registration books maintained by the Paying Agent or to
such other address as is famished to the Paying Agent in writing by a registered owner.
The Bonds maturing in the years 2019 -2020, may be called for redemption by the Issuer and paid before maturity beginning June 1, 2018
or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an
• annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call.
MATURITY SCHEDULE *
Bond Due Amount * Rate * Yield * Ctusip Num. ** Bonds Due Amount * Rate * Yield * Cusip Num.* *
:15 June 1, 2013 $1,000,000 June 1, 2018 $780,000
June 1, 2014 1,095,000 June 1, 2019 775,000
June 1, 2015 1,110,000 June 1, 2020 660,000
a June 1, 2016 1,105,000 June 1, 2021 50,000
8 S June 1, 2017 765,000
•
a 5
0
` o The Bonds are being offered when, as and if issued by the Issuer and accepted by the Underwriter, subject to receipt of an opinion as to legality,
• ,o validity and tax exemption by Ahlers & Cooney P.C. Des Moines, Iowa, Bond Counsel. It is expected that the Bonds in the definitive form will
be available for delivery on or about December 4, 2012. The Underwriter intends to engage in secondary market trading of the Bonds subject to
• 8" applicable securities laws. The Underwriter is not obligated, however; to repurchase any of the Bonds at the request of the holder thereof
c1 o
U I
.8
g • ** CUSIP numbers shown above have been assigned by a separate organization not affiliated with the Issuer. The Issuer has not selected nor is
responsible for selecting the CUSIP numbers assigned to the Bonds nor do they make any representation as to the correctness of such CUSIP numbers on
4 A . the Bonds or as indicated above.
$,000 * %Term Bond dui priced to yield % CUSIP Number **
The Date of this Official Statement is , 2012
* Preliminary, subject to change
No dealer, salesman or any other person has been authorized to give any information or to make any representations other than those
contained in this Official Statement, and if given or made, such information or representations must not be relied upon as having been
authorized by the Issuer or the Underwriter. This Official Statement does not constitute an offer to sell or a solicitation of any offer to buy
any of the securities offered hereby in any state to any persons to whom it is unlawful to make such offer in such state. Except where
otherwise indicated, this Official Statement speaks as of the date hereof Neither the delivery of this Official Statement nor any sale
hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Issuer since the date
hereof
TABLE OF CONTENTS
INTRODUCTORY STATEMENT
THE BONDS
APPENDIX A - GENERAL INFORMATION ABOUT THE ISSUER
APPENDIX B - FORM OF LEGAL OPINION
APPENDIX C - FORM OF CONTINUING DISCLOSURE CERTIFICATE
APPENDIX D - AUDITED FINANCIAL STATEMENTS OF THE ISSUER
IN CONNECTION WITH THIS Of ERING, THE UNDERWRITER MAY EH 1LCT TRANSACTIONS WHICH STABILIZE OR
MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
This Official Statement is not to be construed as a contract with the purchasers of the Bonds. The Issuer considers the Official Statement
to be `hear final" within the meaning of Rule 15c2 -12 of the Securities Exchange Commission. Statements contained in this Official
Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as
such and are not to be construed as a representation of facts.
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMNIISSION BY
REASON OF THE PROVISIONS OF SECTIONS 3(a)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED. THE
REGISTRATION OR QUAL111CATIONS OF THESE SECURITIES IN ACCORDANCE WITH APPLICABLE PROVISIONS
OF SECURITIES LAWS OF THE STATES IN WHICH THESE SECURITIES HAVE BEEN REGISTERED OR QUALIFIED
AND THE EXEMPTION FROM REGISTRATION OR QUAL111CATION IN OTHER STATES SHALL NOT BE REGARDED
AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED
UPON THE MERITS OF THE SECURITIES OR THE ACCURACY OR COMPLETENESS OF THIS OffICIAL STATEMENT.
ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIIVIINAL OFFENSE.
FORWARD-LOOKING STATEMENTS
This Official Statement, including Appendix A, contains statements which should be considered "forward - looking statements," meaning
they refer to possible future events or conditions. Such statements are generally identifiable by the words such as "plan," "expect,"
"estimate," "budget" or similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS
CONTAINED IN SUCH FORWARD - LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD - LOOKING STATEMENTS. THE CITY DOES NOT
EXPECT OR INTEND TO UPDATE OR REVISE ANY FORWARD - LOOKING STATEMENTS CONTAINED HEREIN IF OR
WHEN ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE
BASED OCCUR.
OFFICIAL STATEMENT
$7 ,340,000* TAXABLE GENERAL OBLIGATION REFUNDING BONDS SERIES 2012I
CITY OFDUBUQUE, IOWA
INTRODUCTORY STATEMENT
This Official Statement presents certain information relating to Dubuque, Iowa (the "Issuer "), in connection with the sale of the Issuer's
Taxable General Obligation Refunding Bonds (the `Bonds "). The Bonds are being issued to provide fiords for the advance refunding of
the City's outstanding General Obligation Bonds, Series 2005C, dated April 1, 2005 and General Obligation Bonds, Series 2006B and
Series 2006C, dated May 2, 2006, General Obligation Bonds, Series 2007B, dated December 1, 2007 and paying the costs associated
with the issuance of the Bonds. See "THE BONDS - Sources and Uses of Funds" herein.
This Official Statement is deemed to be a final official statement within the meaning of Rule 15c2 -12 of the Securities and Exchange
Commission, except for the omission of certain pricing and other information which is to be made available through a final Official
Statement.
This Introductory Statement is only a brief description of the Bonds and certain other matters. Such description is qualified by reference
to the entire Official Statement and the documents summarized or described herein This Official Statement should be reviewed in its
entirety.
The Bonds are general obligations of the Issuer, payable from and secured by a continuing annual ad- valorem tax levied against all of the
property valuation of the Issuer. See "THE BONDS — Source of Security for the Bonds" herein.
All statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set
forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized.
THE BONDS
General
The Bonds are dated as of Date of Delivery and will bear interest at the rates to be set forth on the cover page herein, interest payable on
June 1 and December 1 in each year, beginning on June 1, 2013, calculated on the basis of a year of 360 days and twelve 30-day months.
Interest shall be payable by check or draft of the Paying Agent mailed to the persons who were registered owners thereof as of the
fifteenth day of the month immediately preceding the Interest Payment Date, to the addresses appearing on the registration books
maintained by the Paying Agent or to such other address as is furnished to the Paying Agent in writing by a registered owner.
Authority and Purpose
The Bonds are being issued pursuant to the Code of Iowa, 2011 as amended, Section 384.25, and resolutions to be adopted by the City
Council of the City. Proceeds of the 2012I Bonds will be used to provide funds to pay costs of refunding and refinancing of certain City
indebtedness, including General Obligation Bonds, Series 2005C, dated April 1, 2005 (the 2005C Bond Issue), General Obligation
Bonds, Series 2006B and Series 2006C, dated May 2, 2006 (the 2006B & C Bond Issue) and General Obligation Bonds, Series 2007B,
dated December 1, 2007.
Book Entry Only System
The following bnfonnafion concerning The Depository Trust Company ( "DTC "), New York New York and DTC's book -entry system has been obtained
from sources the Issuer believes to be reliable. However, the Issuer takes no reponsibiliry as to the accuracy or completeness thereof and neither the
haired Participants nor the Beneficial Owners should rely on the following information with respect to such matters but should instead confmn the same
with DTC or the Direct Participants, as the case may be. There can be no assurance that DTC will abide by its procedures or that such procedures will
not be changedfrom time to time.
The Depository Trust Company ("DTC"), New York, NY will act as securities depository for the securities (the "Securities "). The
Securities will be issued as fully - registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other
name as may be requested by an authorized representative of DTC. One fully- registered Security certificate will be issued for the
Securities in the aggregate principal amount of such issue, and will be deposited with DTC.
Preliminary, subject to change
1
DTC, the world's largest depository, is a limited- purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U. S equity,
corporate and municipal debt issues and money market instrument from over 100 countries that DTC's participants ("Direct
Participants ") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities
transactions in deposited securities through electronic computerized book -entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities certificates.
Direct Participations include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies clearing corporations and
certain other organizations. DTC is a wholly -owned subsidiary of the Depository Trust & Clearing Corporation ("DTCC").
DTCC is the holding company for DTC, national Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which
are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to
others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through
or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants "). DTC has Standard &
Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission.
More information about DTC can be found at www.dtcc.com and www.dtc.org.
Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the
Securities on DTC's records. The ownership interest of each actual purchaser of each security ("Beneficial Owner ") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their
purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered in the
transaction. Transfers of ownership interest in the Securities are to be accomplished by entries made on the books of Direct and Indirect
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership in
Securities, except in the event that use of the book -entry system for the Securities is discontinued
To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC's
partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of
Securities with DTC and their registration in the name of Cede & Co. or such other nominee do not affect any change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of the
Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and
Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities may wish to take certain
steps to augment transmission to them notices of significant events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the security documents. For example, Beneficial Owners of Securities may wish to ascertain that the
nominee holding the Securities for their benefit have agreed to obtain and transmit notices to Beneficial Owners, in the alternative,
Beneficial owners may with to provide their names and addresses to the registrar and request that copies of the notices by provided
directly to them.]
Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participants in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Securities unless authorized by a
Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issue as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may
be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of
funds and corresponding detail information from Issuer or Agent on payable date in accordance with their respective holdings shown on
DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC (nor its nominee), Agent, or Issuer, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee
as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to
Direct Participants will be the responsibility of DTC, and disbursement of such payments to Beneficial Owners will be the responsibility
of Direct and Indirect Participants.
2
A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's
interest in the Securities, on DTC's records, to [Tender/Remarketing] Agent. The requirement for physical delivery of Securities in
connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are
transferred by Direct Participants on DTC's records and followed by a book -entry credit of tendered Securities to [Tender/Remarketing]
Agent's DTC account.
DTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice
to Issuer or Agent Under such circumstances, in the event that a successor securities depository is not obtained, Security certificates are
required to be printed and delivered
Issuer may decide to discontinue use of the system of book- entry-only transfers through DTC (or successor securities depository). In that
event Security certificates will be printed and delivered to DTC.
The Issuer cannot and does not give any assurances that DTC, the Direct Participants or the Indirect Participants will distribute to the
Beneficial Owners of the Bonds (i) payments of principal of or interest and premium, if any, on the Bonds, (ii) certificates representing an
ownership interest or other confirmation of beneficial ownership interest in the Bonds, or (iii) redemption or other notices sent to DTC or
Cede & Co., its nominee, as the Registered Owner of the Bonds, or that they will do so on a timely basis, or that DTC, Direct Participants
or Indirect Participants will serve and act in the manner described in this Official Statement. The current "Rules" applicable to DTC are
on file with the Securities Exchange Commission, and the current "Procedures" of DTC to be followed in dealing with Direct
Participants are on file with DTC.
Neither the Issuer nor the Paying Agent/Trustee will have any responsibility or obligation to any Direct Participant, Indirect Participant or
any Beneficial Owner or any other person with respect to: (1) the accuracy of any records maintained by DTC or any Direct Participant
or Indirect Participant; (2) the payment by DTC or any Direct Participant or Indirect Participant of any amount due to any Beneficial
Owner in respect of the principal or redemption price of or interest on the Bonds; (3) the delivery by DTC or any Direct Participant or
Indirect Participant of any notice to any Beneficial Owner which is required or permitted under the terms of the Indenture to be given to
owners of Bonds; (4) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or
(5) any consent given or other action taken by DTC as a Bondholder.
Transfer and Exchange
In the event that the Book Entry System is discontinued, any Bond may, in accordance with its terms, be transferred by the person in
whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the principal
corporate office of the Registrar accompanied by delivery of a duly executed written instrument of transfer in a form approved by the
Registrar. Whenever any Bond or Bonds shall be surrendered for transfer, the Registrar shall execute and deliver a new Bond or Bonds
of the same maturity, interest rate, and aggregate principal amount.
Bonds may be exchanged at the principal corporate office of the Registrar for a like aggregate principal amount of Bonds or other
authorized denominations of the same maturity and interest rate; provided, however, that the Registrar is not required to transfer or
exchange any Bonds which have been selected for prepayment and is not required to transfer or exchange any Bonds during the period
beginning 15 days prior to the selection of Bonds for prepayment and ending the date notice of prepayment is mailed. The Registrar may
require the payment by the Bond Owner requesting such exchange of any tax or other govenuuental charge required to be paid with
respect to such exchange. All Bonds surrendered pursuant to the provisions of this and the preceding paragraph shall be canceled by the
Registrar and shall not be redelivered.
Optional Redemption
Optional Redemption. The Bonds maturing after June 1, 2018, may be called for redemption by the Issuer and paid before maturity on
said date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and
within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call.
Mandatory Sinking Fund Redemption The Bonds maturing on are subject to mandatory redemption (by lot, as selected by the
Registrar) on 1 and in each of the years through at a redemption price of 100% of the principal amount
thereof to be redeemed, plus accrued interest thereon to the redemption date in the following principal amounts:
Term Bond
Mandatory Sinking Fund Date Principal Amount
(maturity)
3
Selection of Bonds for Redemption Bonds subject to redemption will be selected in such order of maturity as the Issuer may direct If
less than all of the Bonds of a single maturity are to be redeemed, the Bonds to be redeemed will be selected by lot or other random
method by the Registrar in such a manner as the Registrar may determine.
Notice of Redemption. Prior to the redemption of any Bonds under the provisions of the Bond Resolution, the Bond Registrar shall give
written notice not less than thirty (30) days prior to the redemption date to each registered owner thereof
Interest
Interest on said Series 2012I Bonds will be payable on June 1, 2013 and semiannually on the 1st thy of June and December thereafter.
Interest shall be payable by check or draft of the Paying Agent mailed to the persons who were registered owners thereof as of the
fifteenth thy of the month immediately preceding the Interest Payment Date (the "Record Date "), to the addresses appearing on the
registration books maintained by the Paying Agent or to such other address as is furnished to the Paying Agent in writing by a registered
owner. Interest will be computed on the basis of a 360-thy year of twelve 30-thy months and will be rounded pursuant to rules of the
Municipal Securities Rulemaking Board.
Payment of and Security for the Bonds
The Bonds are general obligations of the City and the unlimited taxing powers of the City are irrevocably pledged for their payment
Upon issuance of the Bonds, the City will levy taxes for the years and in amounts sufficient to provide 100% of annual principal and
interest due on all Bonds. If, however, the amount credited to the debt service fund for payment of the Bonds is insufficient to pay
principal and interest, whether from transfers or from original levies, the City must use funds in its treasury and is required to levy ad
valorem taxes upon all taxable property in the City without limit as to rate or amount sufficient to pay the debt service deficiency.
Future Financing
The City anticipates additional borrowing needs within 90 days of the date of this Official Statement as follows:
➢ Series 2012E, $3,695,000
➢ Series 2012H, $2,420,000
➢ Series 2012F Taxable, $1,050,000
➢ Series 2012G, Current Refunding, $950,000
BONDHOLDERS' RISKS
Secondary Market
There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that such Bonds can be
sold for any particular price. Occasionally, because of general market conditions or because of adverse history of economic prospects
connected with a particular issue, and secondary marketing practices in connection with a particular Bond or Bonds issue are suspended
or terminated. Additionally, prices of bond or note issues for which a market is being made will depend upon then prevailing
circumstances. Such prices could be substantially different from the original purchase price of the Bonds.
Ratings Loss
Moody's Investors Service, Inc. ("Moody's ") has assigned a rating of "_" to the Bonds. Generally, a rating agency bases its rating on the
information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance that the rating
will continue for any given period of time, or that such rating will not be revised, suspended or withdrawn, if, in the judgment of
Moody's, circumstances so warrant. A revision, suspension or withdrawal of a rating may have an adverse effect on the market price of
the Bonds.
Rating agencies are currently not regulated by any regulatory body. Future regulation of rating agencies could materially alter the
methodology, rating levels, and types of ratings available, for example, and these changes, if ever, could materially affect the market
value of the Bonds.
Forward - Looking Statements
This Official Statement contains statements relating to future results that are "forward - looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. When used in this Official Statement, the words "estimate," "forecast," "intend," "expect" and
similar expressions identify forward - looking statements. Any forward - looking statement is subject to uncertainty. Accordingly, such
statements are subject to risks that could cause actual results to differ, possibly materially, from those contemplated in such forward -
looking statements. Inevitably, some assumptions used to develop forward - looking statements will not be realized or unanticipated
events and circumstances may occur. Therefore, investors should be aware that there are likely to be differences between forward
4
looking statements and the actual results. These differences could be material and could impact the availability of funds of the Issuer to
pay debt service when due on the Bonds.
DTC- Beneficial Owners
Beneficial Owners of the Bonds may experience some delay in the receipt of distributions of principal of and interest on the Bonds since
such distributions will be forwarded by the Paying Agent to DTC and DTC will credit such distributions to the accounts of the
Participants which will thereafter credit them to the accounts of the Beneficial Owner either directly or indirectly through indirect
Participants. Neither the Issuer nor the Paying Agent will have any responsibility or obligation to assure that any such notice or payment
is forwarded by DTC to any Participants or by any Participant to any Beneficial Owner.
In addition, since transactions in the Bonds can be effected only through DTC Participants, indirect participants and certain banks, the
ability of a Beneficial Owner to pledge the Bonds to persons or entities that do not participate in the DTC system, or otherwise to take
actions in respect of such Bonds, may be limited due to lack of a physical certificate. Beneficial Owners will be permitted to exercise the
rights of registered Owners only indirectly through DTC and the Participants. See "THE BONDS— Book -Entry Only System."
Other Factors
An investment in the Bonds involves an element of risk In order to identify risk factors and make an informed investment decision,
potential investors should be thoroughly familiar with this entire Official Statement (including the Appendices hereto) in order to make a
judgment as to whether the Bonds are an appropriate investment
Pending Federal Tax Legislation
From time to time, legislative proposals are pending in Congress that would, if enacted, alter or amend one or more of the federal tax
matters described herein in certain respects or would adversely affect the market value of the Bonds. It cannot be predicted whether or in
what forms any of such proposals, either pending or that may be introduced, may be enacted and there can be no assurance that such
proposals will not apply to the Bonds.
Debt Payment History
The City knows of no instance in which it has defaulted in the payment of principal or interest on its debt
Summary
The foregoing is intended only as a summary of certain risk factors attendant to an investment in the Bonds. In order for potential
investors to identify risk factors and make an informed investment decision, potential investors should become thoroughly familiar with
this entire Official Statement and the Appendices hereto.
LITIGATION
The City is a defendant in an action brought in the Iowa District Court for Dubuque County (J. Thomas Zaber v. City of Dubuque),
alleging that gas and electric franchise fees imposed by the City are illegal because they constitute unauthorized taxes. This case has been
certified as a class action with two subclasses defined as follows:
All persons or entities who paid a gas utility franchise fee imposed by the City of Dubuque any time after September 5, 2001;
All persons or entities who paid an electric utility franchise fee imposed by the City of Dubuque any time after September 5, 2001.
Plaintiffs seek a refund of all such franchise fees paid through the date of judgment, prejudgment interest from the time of the alleged
wrongful collection of said franchise fees, post judgment interest allowed by law and attorney fees as allowed by law. The claim
generally is based on a 2006 decision by the Iowa Supreme Court (Kragnes v. City of Des Moines, 714 N. W.2d 632 (Iowa 2006). In that
case, the Iowa Supreme Court concluded that gas and electric franchise fees not reasonably related to the reasonable costs of inspecting,
licensing, supervising or otherwise regulating the activity that is being franchised constitute a tax which has been assessed in violation of
Iowa Code Section 364.3(4).
On May 26, 2009 the Governor signed Senate File 478 authorizing (prospectively) gas and electric franchise fees that do not exceed five
percent of a franchisee's gross revenues, without regard to the city's costs of inspecting, supervising, and otherwise regulating the
franchise. The City of Dubuque has ordinances in effect that impose gas and electric franchise fees of 2% on gross sales of natural gas
and electricity within the City. On July 20, 2012, the Iowa District Court for Dubuque County granted the City's motion for partial
summary judgment prohibiting recovery for any franchise fees charged after May 26, 2009, or before September 5, 2001 (recognizing a
five year statute of limitation from the date of the original filing, September 5, 2006).
5
That part of the Zaber lawsuit relating to gas and electric fees collected in the period between September 5, 2001 and May 26, 2009,
remains pending. Litigation was stayed pending a second decision in the Kragnes case regarding what expenses a city could legally
recover through a franchise fee without creating a tax. City expenses which can be legally recovered from franchise fees are not subject
to refund On March 2, 2012, the Iowa Supreme Court issued its decision in the second Kragnes appeal. As a result, the stay in this
litigation has been lifted and a trial is scheduled to commence October 21, 2013. The City believes that most or all of its costs are proper
and that either no refund or a refund substantially smaller than originally projected is likely. City staff would recommend use of current
franchise fee revenue as a source for any refunds.
The City is a party to an arbitration proceeding before a panel of three arbitrators of the American Arbitration Association. The dispute
arises from a release of elemental mercury by subcontractors of Miron Construction, Inc. on September 23, 2010, in the course of
reconstruction of the Dubuque Water Pollution Control Plant. The mercury spill has been remediated. The City and Miron vigorously
dispute liability for the costs of remediation. Miron is seeking $677,847.71 together with attorney's fees, costs and punitive damages
from the City. The City denies liability to Miron and is seeking from Miron $2,194,882.20 together with attorney's fees and as
reimbursement for its costs. City staff believes the City has substantial defenses and is entitled to reimbursement The arbitration hearing
is scheduled to commence February 18, 2013.
The City is a party to an arbitration proceeding initiated by Tschiggfrie Excavating Co. which arises from the Bee Branch Creek
Restoration Project, a $57.5 M excavation and construction project Tschiggfrie claims extra work in an amount in excess of $3M The
City vigorously disputes liability for the extra work. City staff believes the City has substantial defenses to the claims. The arbitration
hearing has been continued to December 2012.
The City is not aware of any other threatened or pending litigation affecting the validity of the Bonds or the City's ability to meet its
financial obligations.
ACCOUNTANT
The accrual -basis financial statements of the Issuer included as APPENDIX D to this Official Statement have been examined by Eide
Bailly, to the extent and for the periods indicated in their report thereon Such financial statements have been included herein without
permission of said CPA, and said CPA expresses no opinion with respect to the Bonds or the Official Statement.
UNDERWRITING
The Bonds are being purchased, subject to certain conditions, by (the "Underwriter "). The Underwriter has agreed, subject to
certain conditions, to purchase all, but not less than all, of the Bonds at an aggregate purchase price of $ plus accrued interest
to the Closing Date.
The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into unit investment trusts,
certain of which may be sponsored or managed by the Underwriter) at prices lower than the initial public offering prices stated on the
cover page. The initial public offering prices of the Bonds may be changed, from time to time, by the Underwriter.
The Underwriter intends to engage in secondary market trading of the Bonds subject to applicable securities laws. The Underwriter is
not obligated, however, to repurchase any of the Bonds at the request of the holder thereof
THE PROJECT
Proceeds of the Bonds will be used to defease the City's General Obligation Bonds, Series 2005C, dated April 1, 2005, General
Obligation Bonds, Series 2006B and Series 2006C, dated May 2, 2006 and General Obligation Bonds, Series 2007B, dated December 1,
2007 as well as to provide for costs of issuance associated with the Bonds.
6
SOURCES AND USES OF FUNDS
Sources of Funds
Bond Proceeds
Reoffering Premium
Total Sources of Funds
Uses of Funds
Deposit to Escrow fund
Costs of Issuance
Underwriter's Fee
$7,254,454.02
28,600.00
58,720.00
Total Uses of Funds $
Preliminary, subject to change
TAX MATTERS
Taxability of Interest
In the opinion of bond counsel, under existing law the interest on the Bonds is included in gross income for federal income tax purposes
Tax Accounting Treatment of Discount and Premium on Certain Bonds
The initial public offering price of certain Bonds (the "Discount Bonds ") may be less than the amount payable on such Bonds at maturity.
An amount equal to the difference between the initial public offering price of a Discount Bond (assuming that a substantial amount of the
Discount Bonds of that maturity are sold to the public at such price) and the amount payable at maturity constitutes original issue
discount to the initial purchaser of such Discount Bond. A portion of such original issue discount allocable to the holding period of such
Discount Bond by the initial purchaser will, upon the disposition of such Discount Bond (including by reason of its payment at maturity),
be treated as interest excludable from gross income, rather than as taxable gain, for federal income tax purposes, on the same terms and
conditions as those for other interest on the Bonds described above under "Tax Exemption ". Such interest is considered to be accrued
actuarially in accordance with the constant interest method over the life of a Discount Bond, taking into account the semiannual
compounding of accrued interest, at the yield to maturity on such Discount Bond and generally will be allocated to an original purchaser
in a different amount from the amount of the payment denominated as interest actually received by the original purchaser during the tax
year.
However, such interest may be required to be taken into account in determining the amount of the branch profits tax applicable to certain
foreign corporations doing business in the United States, even though there will not be a corresponding cash payment. In addition, the
accrual of such interest may result in certain other collateral federal income tax consequences to, among others, financial institutions, life
insurance companies, property and casualty insurance companies, S corporations with "subchapter C" earnings and profits, individual
recipients of Social Security or Railroad Retirement benefits, and taxpayers who may be deemed to have incurred or continued
indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax- exempt obligations. Moreover, in the
event of the redemption, sale or other taxable disposition of a Discount Bond by the initial owner prior to maturity, the amount realized
by such owner in excess of the basis of such Discount Bond in the hands of such owner (adjusted upward by the portion of the original
issue discount allocable to the period for which such Discount Bond was held) is includable in gross income.
Owners of Discount Bonds should consult with their own tax advisors with respect to the determination of accrued original issue
discount on Discount Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and
disposing of Discount Bonds. It is possible that, under applicable provisions governing determination of state and local income taxes,
accrued interest on Discount Bonds may be deemed to be received in the year of accrual even though there will not be a corresponding
cash payment.
The initial public offering price of certain Bonds (the "Premium Bonds ") may be greater than the amount of such Bonds at maturity. An
amount equal to the difference between the initial public offering price of a Premium Bond (assuming that a substantial amount of the
Premium Bonds of that maturity are sold to the public at such price) and the amount payable at maturity constitutes premium to the initial
purchaser of such Premium Bonds. The basis for federal income tax purposes of a Premium Bond in the hands of such initial purchaser
must be reduced each year by the amortizable bond premium, although no federal income tax deduction is allowed as a result of such
reduction in basis for amortizable bond premium. Such reduction in basis will increase the amount of any gain (or decrease the amount
of any loss) to be recognized for federal income tax purposes upon a sale or other taxable disposition of a Premium Bond. The amount of
premium which is amortizable each year by an initial purchaser is determined by using such purchaser's yield to maturity.
7
Purchasers of the Premium Bonds should consult with their own tax advisors with respect to the determination of amortizable bond
premium on Premium Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and
disposing of Premium Bonds.
Related Tax Matters
Payments of interest on, and proceeds of the sale, redemption or maturity, are in certain cases required to be reported to the Service.
Additionally, backup withholding may apply to any such payments to any Bond owner who fails to provide an accurate Form W -9
Request for Taxpayer Identification Number and Certification, or a substantially identical form, or to any Bond owner who is notified by
the Service of a failure to report any interest or dividends required to be shown on federal income tax returns. The reporting and backup
withholding requirements do not affect the excludability of such interest from gross income for federal tax purposes.
Opinions
The Bonds are subject to approval as to certain matters by Ahlers & Cooney, P.C. of Des Moines, Iowa s Bond Counsel. Bond Counsel's
opinion is not a guarantee of a result, or of the transaction on which the opinion is rendered, or of the future performance of parties to the
transaction, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings and court decisions
and the representations and covenants of the Issuer described in this section. No ruling has been sought from the Service with respect to
the matters addressed in the opinion of Bond Counsel and Bond Counsel's opinion is not binding on the Service. Bond Counsel
assumes no obligation to update its opinion after the issue date to reflect any further action, fact or circumstance, or change in law or
interpretation, or otherwise.
Bond Counsel has not participated in the preparation of this Official Statement except for guidance concerning the section regarding
"TAX MATTERS, and will not pass upon its accuracy, completeness, or sufficiency. Bond Counsel has not examined nor attempted to
examine or verify any of the financial or statistical statements, or data contained in this Official Statement, and will express no opinion
with respect thereto.
FINANCIAL ADVISOR
The Issuer has retained Piper Jaffray & Co. as financial advisor (the "Financial Advisor") in connection with the issuance of the Bonds.
The Financial Advisor has not been engaged, nor has it undertaken, to independently verify the accuracy of the Official Statement The
Financial Advisor is not a public accounting firm and has not been engaged by the Issuer to compile, review, examine or audit any
information in the Official Statement in accordance with accounting standards..
CONTINUING DISCLOSURE
In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds to comply with
paragraph (b)(5) of Rule 15c2 -12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended (the "Rule "), the Issuer will covenant and agree, for the benefit of the registered holders or beneficial owners from time to
time of the outstanding Bonds, in the Bond Resolution, to provide reports of specified information and notice of the occurrence of certain
events, if material, as hereinafter described (the "Disclosure Covenants "). The information to be provided on an annual basis, and the
events as to which notice is to be given, if material, is summarized below under the caption "APPENDIX C - Form of Continuing
Disclosure Certificate" herein for more information
The City inadvertently failed to comply with previous continuing disclosure undertakings in accordance with the reporting requirements
of paragraph (f) (3) of the Rule. While some of the required tables were provided in accordance to the Rule (within 210 days after the end
of the fiscal year), all required tables and the audited financial statements for the years ending June 30, 2009 and June 30, 2011 were not
timely filed On February 1, 2010, all outstanding required tables and the audited financial statements for the year ending June 30, 2009
were filed; and on January 31, 2012, the City filed the outstanding required tables and audited financial statements for the year ending
June 30, 2011, in accordance with the Rule and is now compliant The City has taken steps to assure future compliance with it Disclosure
Covenants.
The Issuer has not materially failed to comply with the Rule.
Breach of the Disclosure Covenants will not constitute a default or an "Event of Default" under the Bonds or the resolution for the
Bonds. A broker or dealer is to consider a known breach of the Disclosure Covenants, however, before recommending the purchase or
sale of the Bonds in the secondary market. Thus, a failure on the part of the City to observe the Disclosure Covenants may adversely
affect the transferability and liquidity of the Bonds and their market price.
8
Certification
The City has authorized the distribution of this Official Statement for use in connection with the initial sale of the Bonds. I have reviewed
the information contained within the Official Statement of Dubuque, Iowa and said Official Statement does not contain any material
misstatements of fact nor omissions of any material fact regarding the issue of $7,340,000* Taxable General Obligation Refunding
Bonds, Series 2012I of said Issuer to be issued under date of Date of Delivery.
Preliminary, subject to change
9
DUBUQUE, IOWA
/s/ Jenny Larson
Budget Director
APPENDIX A - INFORMATION ABOUT THE ISSUER
CITY OF DUBUQUE, IOWA
CITY OFFICIALS
MAYOR
COUNCIL MEMBERS:
Roy Buol
Ric Jones
David Resnick
Kevin Lynch
Karla Braig
Joyce Conners
Lynn Sutton
ADMINISTRATION
CITY MANAGER: Michael Van Milligen
ASSISTANT CITY MANAGER: Cindy Steinhauser
ASSISTANT CITY MANAGER: Teri Goodman
FINANCE DIRECTOR: Ken Tekippe
BUDGET DIRECTOR: Jenny Larson
CITY CLERK Kevin Fimstahl
CITY ATTORNEY Barry A. Lindahl
Dubuque, Iowa
CONSULTANTS
BOND COUNSEL: Ahlers & Cooney PC
Des Moines, Iowa
FINANCIAL ADVISOR: Piper Jaffray & Co.
Des Moines, Iowa
REGISTRAR & PAYING AGENT: Wells Fargo Bank
Des Moines, Iowa
A -1
General Information
The City of Dubuque is located in north east Iowa and serves as the county seat for Dubuque County. The City, with a 2010 Census
population of 57,637, has a land area of 31.8 square miles. Annexation activity in recent years has been voluntary with over 760 acres
annexed in the past five years. The City lies at the intersection of Highways 61/151 and 20. The City is located approximately 22 miles
southwest of Platteville, Wisconsin; 92 miles southwest of Madison, Wisconsin; 84 miles northeast of Iowa City, Iowa; 65 miles north of the
Quad Cities (Rock Island and Moline, Illinois and Bettendorf and Davenport, Iowa); 175 miles west of Chicago, Illinois and 185 miles
northeast of Des Moines. Dubuque Regional Airport provides jet service to Chicago via American Airlines. Railroad service to the City is
provided by the Canadian National and Canadian Pacific, as well as bus service being provided by Greyhound.
City Government
The City operates under a Council- Manager -Ward form of government. Policy is established by a Mayor and six council members, the
mayor and two of the council members being elected at large and four members elected from Wards. City Council members hold four year
staggered terms. The City Manager, City Attorney and City Clerk are appointed by the City Council.
Education
Public education to the City is provided by the Dubuque Community School District, with certified enrollment for the 2011 -2012 school year
of 10,469. The District employs 1,735 full and part-time employees. The Dubuque School District has two high schools, an alternative high
school, three middle schools and thirteen elementary schools. The Archdiocese of Dubuque operates four Catholic elementary facilities, one
middle school and one high school within the City. Higher education opportunities within driving distance include Loras College, Clarke
University & University of Dubuque, Dubuque, and Northeast Iowa Community College, with local facilities in downtown Dubuque and
Peosta (15 minutes west of Dubuque on Highway 20).
Utilities
The following utilities operate within the Issuer providing the services indicated:
Electric Power:
Natural Gas:
Telephone:
Water:
Sanitary Sewer:
Stormwater:
Refuse:
Employees and Employee Pension Plan
Alliant Utilities
Black Hills
Century Link
City of Dubuque
City of Dubuque
City of Dubuque
City of Dubuque
The City has 537 full and 143 permanent part-time employees and 295 seasonal employees, including a police force of 105 sworn personnel
and a fire department of 81 fire fighters. Of the City's 975 employees, 546 are currently enrolled in the Iowa Public Employees Retirement
System ( IPERS). Iowa Public Employees' Retirement System is a state -wide multiple- employer cost- sharing defined benefit pension plan
administered by the State of Iowa. IPERS provides retirement and death benefits which are established by State statute to plan members and
beneficiaries. All full-tune employees of the Issuer are required to participate in IPERS. Employees who retire at age 65 (or any time after
age 58 with 30 or more years of service) are entitled to full monthly benefits. IPERS offers five options for distribution of retirement benefits.
Benefits become fully vested after completing four years of service or after attaining age 55.
IPERS plan members are required to contribute a percentage of their annual salary, which amounted to 4.1% in fiscal year 2009, 4.3% in
fiscal year 2010, 4.5% in fiscal year 2011, 5.38% in fiscal year 2012 and 5.78% in fiscal year 2013. The Issuer is also required to make
annual contributions to IPERS equal to amounts required by State statute. The Issuer's share, payable from the applicable funds of the Issuer,
is provided by an annual levy of taxes without limit or restriction as to rate or amount against all the taxable property of the Issuer. All
contributions are on a current basis. See "APPENDIX B— AUDITED FINANCIAL STATEMENTS" for additional information on
IPERS.
The following table sets forth the statutorily required contributions made by the Issuer to IPERS for Fiscal Years 2009 through, and
including, 2012. The Issuer has always made their full statutorily required contributions to IPERS. The Issuer cannot predict the levels of
funding that will be required in the future.
Fiscal Year
2009
2010
2011
Amount Contributed
$1,314,106
1,456,384
1,641,811
A -2
% of Covered Payroll
10.45%
10.95
11.45
2012 1,964,764 13.45
Source: City of Dubuque Independent Auditor's Reports for Fiscal Year Ending June 30, 2011 and unaudited for June 30, 2012
The fund is administered by the State with administration costs paid from income derived from invested funds. IPERS has an unfunded
actuarial liability and unrecognized actuarial loss. The following table sets forth certain information about the funding status of IPERS that
has been extracted from the comprehensive annual financial report of IPERS for fiscal year 2010 (the ` IPERS CAFR "). A complete copy of
the IPERS CAFR can be obtained by visiting IPERS website at: httplAvww.ipers.org/ publications /misc /pdf/financial/cafr/cafr.pdf or by
writing to IPERS at P.O. Box 9117, Des Moines, Iowa 50306 -9117. According to IPERS, as of the end of fiscal year 2010, there were
approximately 324,873 total members participating in IPERS, including Issuer employees. IPERS does not break out the funding status for
each participating entity, therefore, it is not possible to determine the Issuer's allocable share of the funding status of IPERS.
Fiscal Year
Ended June 30
2006
2007
2008
2009
2010
2011
Actuarial Value
of Assets [a]
$19,144,036,519
20,759,628,415
21,857,423,183
21,123,979,941
21,537,458,560
22,575,309,199
Actuarial
Accrued
Liability [b]
$21,651,122,419
23,026,113,782
24,522,216,589
26,018,593,823
26,468,419,650
28,257,080,114
Unfunded Actuarial
Accrued Liability
(Actuarial Value) [b] -[a]
$2,507,085,900
2,266,485,367
2,664,793,406
4,894,613,882
4,930,961,090
5,681,770,915
Source: IPERS Comprehensive Annual Financial Report (Fiscal Year 2011)
Funded Ratio
(Actuarial
Value) [a]/[b]
88.42%
90.16
89.13
81.19
81.37
79.89
Covered
Payroll [c]
$5,523,863,321
5,781,706,199
6,131,445,367
6,438,643,124
6,571,182,005
6,574,872,719
UAAL as a Percentage of
Covered Payroll (Actuarial
Value) [[b- a]/[c]]
45.39%
39.20
43.46
76.02
75.04
86.42
When calculating the funding status of IPERS for fiscal year 2011, the following assumptions were used: (1) the amortization period for the
total unfunded actuarial liability is 30 years (which is consistent with the maximum acceptable amortization period set forth by the
Governmental Accounting Standards Board ("GASB ") in GASB Statement No. 25); (2) the rate of return on investments is assumed to be
7.5 %; (3) salaries are projected to increase 4.0 -17% for IPERS, depending on years of service; and (4) the rate of inflation is assumed to be
3.25% for prices and 4.0% for wages.
Bond Counsel, the Issuer and the Financial Advisor undertake no responsibility for and make no representations as to the accuracy or
completeness of the information available from the IPERS discussed above or included on the IPERS website, including, but not limited to,
updates of such information on the State Auditor's website or links to other Internet sites accessed through the IPERS website.
Defined Benefit Pension Plan - Municipal Fire and Police Retirement System of Iowa
The Municipal Fire and Police Retirement System of Iowa ( MFPRSI), created under Chapter 411.35 of the Code of Iowa, is the
administrator of a multiple- employer, cost sharing, defined benefit pension plan for the exclusive benefit of eligible employees of
participating cities (substantially all full -time employees of the respective fire and police departments). It is governed by a nine- member
board of trustees who are elected by the employers and participants of MFPRS. The City's responsibility is limited to payment of
contributions. MFPRSI provides retirement disability and death benefits that are established by state statue to plan members and
beneficiaries. Plan members are required to contribute 9.40% of their eamable compensation and the City's contribution rate is 26.12% of
earnable compensation. The City is current in its obligation with MFPRSI, their contributions to MFPRSI for the last three years have been:
$3,177,158 in FY 2011/12, $2,404,474 in FY 2010 /11 and $1,966,345 in FY 2009/10.
GASB 45
In June 2004, the Governmental Accounting Standards Board ( "GASB ") issued GASB 45, which address how state and local governments
are required to account for and report their costs and obligations related to other post-employment benefits ("OPEB "), defined to include
post - retirement healthcare benefits. GASB 45 Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than
Pension establishes financial reporting standards designed to measure, recognize and display OPEB costs. OPEB costs would become
measurable on an accrual basis of accounting, and contribution rates (actuarially determined) would be prescribed for funding such costs. The
provisions of GASB 45 do not require govenments to fund their OPEBs. The Issuer may establish its OPEB liability at zero as of the
beginning of the initial year of implementation; however the unfunded actuarial liability is required to be amortized over future periods. In
accordance with the requirements of GASB 45, the Issuer's financial statements must comply with these provisions no later than the fiscal
year ending June 30, 2010.
Plan Description - The City operates a single- employer benefit plan which provides post - employment benefits for eligible participants
enrolled in the City - sponsored plans, which include the employees of the Dubuque Metropolitan Area Solid Waste Agency (a component
unit). The plan does not issue a stand -alone financial report The benefits are provided in the form of an implicit rate subsidy where pre -65
retirees receive health insurance coverage by paying a combined retiree /active rate for the self - insured medical and prescription drug plan
An explicit rate subsidy where the City pays the full cost of a $1,000 policy in the fully- insured life insurance plan.
A -3
To be eligible for the health insurance coverage, retirees must be at least 55 years old, have completed 4 years of service, and be vested with
either the Iowa Public Employee's Retirement System (IPERS) or the Municipal Fire and Police Retirement System of Iowa (IvIFPRSI). In
addition to the health eligibility coverage requirements, one must have belonged to a bargaining group to be eligible for life insurance
benefits. There are approximately 523 active and 25 retired members in the plan.
Funding Policy — The contribution requirements of plan members are established and may be amended by the City. The City currently
finances the retiree benefit plan on a pay -as- you -go basis.
Annual OPEB Cost and Net OPEB Obligation — The City's annual OPEB costs is calculated based on the annual required contribution
(ARC) of the City, an amount actuarially determined in accordance with GASB Statement No. 45. The ARC represents a level of finding
that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities over a period not
to exceed 30 years.
The following table shows the components of the City's annual OPEB cost for the year ended June 30, 2012, the amount actually contributed
to the plan, and changes in the City's net OPEB obligation:
Annual required contribution
Interest on net OPEB obligation
Adjustment to annual required contribution
Annual OPEB cost
Contributions made, net of retiree contributions
Increase in net OPEB obligation
Net OPEB obligation, beginning of year
Net OPEB obligation, end of year
$570,443
118,808
(105,247)
584,004
(201,201)
382,803
2,376,162
$2,758,965
For calculation of the net OPEB obligation, the actuary has set the transition thy as July 1, 2008. The end of year net OPEB obligation was
calculated by the actuary as the cumulative difference between the actuarially determined finding requirements and the actual contributions
for the year ended June 30, 2012.
For the year ended June 30, 2012, the City paid $549,234, for retiree claims. Plan members eligible for benefits contributed $301,848 or
100% of the premium costs. The net resulted in City contributions of $201,201.
The City's annual OPEB cost, the percentage of annual OPEB costs contributed to the plan and the net OPEB obligation as of June 30, 2012
are summarized as follows:
Year Ended Annual OPEB Cost % of Annual OPEB Costs Contributed Net OPEB Obligation
June 30, 2009 $945,000 2.6% $920,157
June 30, 2010 945,000 (8.3) 1,943,740
June 30, 2011 581,536 25.6 2,376,162
June 30, 2012 584,004 34.45 2.758,965
Funded Status and Funding Progress — As of July 1, 2010, the most recent actuarial valuation date for the period July 1, 2010 through June
30, 2011, the actuarial accrued liability was $5,481,802, with no actuarial value of assets, resulting in an unfunded actuarial accrued liability
(UAAL) of $5,481,802. The covered payroll (annual payroll of active employees covered by the plan) was approximately $29,790,517 and
the ratio of the UAAL to covered payroll was 18.40 %. As of June 30, 2011, there were no trust find assets.
Union Contracts
City employees are represented by the following bargaining units:
Insurance
The City's insurance coverage
Bargaining Unit
Teamsters Local Union No 421
Teamsters Local Union No 421 Bus Operators
Dubuque Professional Firefighters Association
Dubuque Police Protective Association
International Union of Operating Engineers
s as follows:
Type of Insurance
A -4
Contract Expiration Date
June 30, 2014
June 30, 2014
June 30, 2014
June 30, 2014
June 30, 2014
Limits
General Liability
Automobile Liability
Public Officials
Police Professional Liability
Boiler & Machinery
Property Blanket
Employees Crime Policy
Airport Commission
Airport Liability
Population
The following table sets forth population trends for the Issuer:
Year Population
2010 57,637
2000 57,686
1990 57,538
1980 62,374
1970 62,309
$12,000,000
12,000,000
12,000,000
12,000,000
25,000,000
356,095,000
1,000,000
5,000,000
20,000,000
Source: U.S. Census Bureau website.
Population by Age
Presented below is the 2010 Census figures according to age group for the County of Dubuque and the State of Iowa:
Age Group
Under 19 years of age
20 to 24 years of age
25 to 44 years of age
45 to 64 years of age
65 to 84 years of age
85 and over
Median Age
Source: U.S. Census Bureau website.
Major Employers
Dubuque County
27.1%
7.2
23.5
26.8
12.9
2.5
38.6
State of Iowa
26.9%
7.0
24.5
26.7
12.4
2.3
38.1
Following are the major employers within the City and the current number of people they employ:
Employer
John Deere Dubuque Works
Dubuque Community School District
Hy -Vee
Mercy Medical Center
IBM
Medical Associates Clinic
The Finley Hospital
City of Dubuque
Eagle Window & Door
Holy Family Catholic Schools
Prudential Retirement
Diamond Jo Casino
Dubuque County
Heartland Financial
Dubuque Racing Association
Loras College
McKesson
Flexsteel Industries, Inc.
Dubuque Bank & Trust
A.Y. McDonald Mfg. Co.
Cottingham & Butler Inc
Business
Backhoe, loaders, crawlers, skid steer loaders & winches
Education
Grocery store
Health care
Global technology sery ices
Health care
Health care
City government
Aluminum clad & all wood window
Private school
Pension planning recording keeping & administration
Riverboat casino
County government
Bark holding company
Entertainment
Education
Data processing sery ices
Manufacturing
Banking
Manufacturing
Insurance
A -5
Approximate Employees
2,520
1,946
1,3501
1,324
1,300
999
920
686
625
575
550
550
450
450
4132
412
400
380
365
360
360
Woodward Communications, Inc. Daily & weekly newspapers and specialty publications 350
QuadGraphics Printing services 345
Hartig Drug Retail Drug Stores 328
University of Dubuque Education 327
Sedgwick Claims/Benefits Management and Processing 315
Medlin Health care equipment 300
' Includes full -time and part-time employees
2 D.B.A. Mystique Casino
Source: Greater Dubuque Development Corporation, phone interviews, and the City, September 2011.
Employment Statistics
The State of Iowa Department of Job Service reports unemployment unadjusted rates as follows (August 2012)
Governmental Body
National Average
State of Iowa
Dubuque County
Historical Employment Statistics
Percentage Unemployed
8.1%
Presented below are the historical unemployment rates for the years indicated for County and the State of Iowa.
Calendar Year Dubuque County State Of Iowa
2011 5.50% 5.90%
2010 6.70 6.70
2009 6.10 6.00
2008 4.20 4.10
2007 4.10 3.80
Source: Iowa Workforce Development Center website.
Retail Sales
Presented below are retail sales statistics for the City of for the period indicated:
Year Ended Taxable Retail Sales Number of Businesses
2011* $1,014,284,468 2009
2010* 971,050,048 2043
2009* 961,287,890 2026
2008 ** 988,428,418 1925
2007 ** 970,039,446 1893
* reported as of June 30
**reported as of March 31
Median Family Income
Dubuque County had a 2000 median family income of $39,582 compared to $39,469 for the State of Iowa. The following table represents
the distribution of family incomes for the County at the time of the 2000 census:
Household Income # of Households % of Households
Under$10,000 2394 7.1
10,000 to 14,999 2000 5.9
15,000 to 24,999 5051 15.0
25,000 to 34,999 5035 14.9
35,000 to 49,999 6729 20.0
50,000 to 74,999 7301 21.7
75,000 to 99,999 2762 8.2
100,000 to 149,999 1505 4.5
150,000 to 199,999 343 1.0
200,000 or more 583 1.7
A -6
Effective Buying Income
The private publication "Sales & Marketing Management" has developed a wealth indicator termed "effective buying income" (EBI)
defined as personal income less personal tax and non -tax payments, which is considered by the publication to be a bulk measurement of
market potential. Presented below is the EBI for Dubuque County and the State of Iowa for the periods indicated:
2009 County 2009 State
Retail Sales (000) $1,429,770 $40,982,154
Total EBI (000) 1,756,855 57,558,473
Median Household EBI 38,201 38,919
% of Households by EBI
$10,000 to $19,999 19.0% 19.9%
$20,000 to $34,999 25.8 24.2
$35,000 to $49,999 21.4 20.5
$50,000 and over 33.8 35.4
Financial Services
Financial services for residents of the City are provided by American Trust & Savings Bank, Dubuque Bank and Trust Company, East
Dubuque Savings Bank, Fidelity Bank & Trust and Premier Bank; by branch offices of State Central Bank and U.S. Bank N.A.; as well as
by several credit unions.
American Trust & Savings Bank, Dubuque Bank and Trust Company, East Dubuque Savings Bank, Fidelity Bank & Trust and Premier
Bank report the following deposits as of December 314 for each year:
American Trust & Dubuque Bank and East Dubuque
Year Savings Bank Trust Company Savings Bank Fidelity Bank & Trust Premier Bank
2007 $655,032,000 $670,219,000 $169,022,000 $360,818,000' $166,891,000
2008 708,594,000 749,192,000 162,683,000 247,857,000 186,858,000
2009 711,573,000 864,067,000 171,170,000 321,864,000 213,076,000
2010 660,263,000 809,181,000 148,089,000 370,553,000 196,664,000
2011 716,702,000 938,000,000 132,568,000 452,776,000 200,907,000
' Fidelity Bank and Trust relocated its headquarters from the City of Dyersville, Iowa to the City of Dubuque in 2009. December 31, 2007
deposits are for all locations including the branch office located within the City.
Source: FDIC Institution Directory website.
Building Permits
City officials report the following construction activity as of August 31, 2012. Building permits are reported on a fiscal year basis.
Fiscal Year Single Family Multi- Family Commercial/Industrial Total Permits Total Valuation
2008 -09 39 7 19 1,740 $ 81,460,036
2009 -10 79 22 12 1,515 77,302,482
2010 -11 88 7 15 3,020 134,246,328
2011 -12 97 8 14 4,183 224,053,472
2012 -13 20 3 2 464 16,898,273
Totals include single family, multi- family, commercial/industrial, remodeling, roofing, siding, decks, additions and other
miscellaneous residential and commercial permits.
CITY PROPERTY VALUES
Iowa Property Valuations
In compliance with Section 441.21 of the Code of Iowa, as amended, the State Director of Revenue annually directs all county auditors to
apply prescribed statutory percentages to the assessments of certain categories of real property. The 2011 final values, called Actual
Valuation, are then adjusted by the county auditor. Assessed or Taxable Valuation subject to tax levy is then determined by the application
of State determined rollback percentages, principally to residential and commercial property.
The Legislature's intent has been to limit the growth of statewide taxable valuations for the specific classes of property to 4% annually.
Political subdivisions whose taxable values are thus reduced or are unusually low in growth are allowed to appeal the valuations to the State
Appeal Board, in order to continue to fund present services.
A -7
Beginning in 1978, the State required a reduction in Actual Valuation to reduce the impact of inflation on its residents. The resulting value is
defined as the Assessed or Taxable Valuation The rollback percentages for residential, agricultural and commercial valuations are as
follows:
Fiscal Year
2012 -13
2011 -12
2010 -11
2009 -10
2008 -09
Residential Rollback
50.7518
48.5299
46.9094
45.5893
44.0803
Ag. Land & Buildings
57.5411
69.0152
66.2715
93.8568
90.1023
Commercial
100.0000
100.0000
100.0000
100.0000
99.7312
Property is assessed on a calendar year basis. The assessments finalized as of January 1 of each year are applied to the following fiscal year.
For example, the assessments finalized on January 1, 2011 are used to calculate tax liability for the tax year starting July 1, 2012 through June
30, 2012. Presented below are the property valuations of the Issuer by class of property.
1112011 Valuations (Taxes payable July 1, 2012 to June 30, 2013)
Residential
Commercial
Industrial
Railroads
Other
Utilities w/o Gas & Electric
Gross valuation
Less military exemption
Net Valuation
TIF increment (used to compute debt
service levies and constitutional debt limit)
Taxed separately
Ag. Land & Buildings
Gas & Electric Utilities
100% Actual Value
$2,306,638,673
791,784,906
70,792$)5
2,368,221
705,130
10,419,285
$3,182,708,820
(6,185,680)
$3,176,523,140
$299,591,318 (0( 2)
$4,753,159 'O
$152,482,060
( r) TIF increment valuation is reduced by $1,852 of military exemption.
(2) Excludes $112,829 of TIF Increment Ag. Land & Buildings valuation.
(a) Ag. Land & Buildings valuation is reduced by $1,852 of military exemption.
2011 Gross Taxable Valuation by Class of Property
Residential
Gas & Electric Utilities
Commercial, Industrial, Utility and Other
Railroads
Total Gross Taxable Valuation 1)
(1) Excludes Taxable TIF Increment and Ag Land & Buildings
Trend of Valuations
Assessment Year
2011
2010
2009
2008
2007
Payable Fiscal Year
2012 -13
2011 -12
2010 -11
2009 -10
2008 -09
100% Actual Valuation
3,633,462,506
3,553,386,961
3,486,704,735
3,344,904,153
3,272,443,439
Taxable Value (With Rollback)
$1,169,198,342
791,784,906
70,792,605
2,368,221
705,130
10 419,285
$2,045,268,489
(6,184,133)1)
$2,039,084,356
Gross Taxable Valuation
$1,169,198,342
69,676,447
873,701,926
2,368,221
$2,114,944,936
$299,591,318 fn(2)
$2,686,324 )
$69,676,447
Percent Total
55.28%
3.30%
41.31%
0.11%
100%
Net Taxable Valuation (With Rollback)
2,108,760,803
2,034,470,780
1,980,445,335
1,935,666,751
1,878,770,648
Taxable TIF Increment
299,591,318
279,611,679
249,501,324
174,885,331
148,458,171
The 100% Actual Valuations, before rollback and after the reduction of military exemption, include Ag. Land, Ag. Buildings, TIF Increment
and Gas & Electric Utilities. The Taxable Valuations, with the rollback and after the reduction of military exemption include Gas & Electric
A -8
Utilities and exclude Ag. Land, Ag. Buildings and Taxable TIE Increment Iowa cities certify operating levies against Taxable Valuation
excluding Taxable TIE Increment and debt service levies are certified against Taxable Valuation including the Taxable TIE Increment
Tax Rates
The Issuer levied the following taxes for collection during the fiscal years indicated: (Source: Local Division, Iowa State Comptroller,
Office)
Employee Total
Fiscal Year General Outside Emergency Debt Benefits Transit Levy
2013 8.10000 0.13%5 0.00000 0.02729 2.02267 0.49516 10.78477
2012 8.10000 0.54781 0.00000 0.05278 1.75052 0.00000 10.45111
2011 8.10000 0.75000 0.00000 0.05300 1.12441 0.00000 10.02741
2010 8.10000 0.81492 0.00000 0.03702 0.90583 0.00000 9.85777
2009 8.10000 0.75412 0.00000 0.00000 1.11492 0.00000 9.96904
Combined Historic Tax Rates
The Issuer levied the following taxes for collection during the fiscal years indicated: (Source: Local Division, Iowa State Comptroller,
Office)
Fiscal Year City School College State Assessor Ag Extens Hospital County Total Levy Rate
2013 10.78477 15.40388 0.98207 0.00330 0.44840 0.08174 0.26%1 6.43124 34.40501
2012 10.45111 16.87685 1.07379 0.00300 0.33842 0.07564 0.26040 6.49167 35.57088
2011 10.02741 16.88349 1.03532 0.00300 0.25772 0.03219 0.26409 6.50193 35.00515
2010 9.85777 16.87918 0.99471 0.00300 0.28030 0.03298 0.26342 6.40435 34.71571
2009 9.%904 16.88112 0.55714 0.00350 0.32436 0.03572 0.26744 6.40844 34.44676
Levy Limits
A city's general fund tax levy is limited to $8.10 per $1,000 of taxable value, with provision for an additional $0.27 per $1,000 levy for an
emergency fund which can be used for general fund purposes (Code of Iowa, Chapter 384, Division I). Cities may exceed the $8.10
limitation upon authorization by a special levy election. Further, there are limited special purpose levies which may be certified outside of the
above described levy limits (Code of Iowa, Section 384.12). The amount of the City general find levy subject to the $8.10 limitation is $8.10
for FY 2012 -13. The City does levy costs for tort liability and other insurance expense, for the operation and maintenance of publicly owned
transit, and for employee benefits in addition to the $8.10 general fund limit as authorized by law. Currently, the City does not levy an
emergency levy. Debt service levies are not limited
Tax Collection History
Fiscal Amount Amount Percentage
Year Levied Collected (1) Collected (1)
2013 $22,758,753 In Collection In Collection
2012 21,284,751 $21,307,270 100.00%
2011 19,878,962 19,755,236 99.38
2010 19,095,444 19,088,379 99.96
2009 18,736,759 18,667,933 99.63
2008 18,211,000 18,127,137 99.54
(1) Collections for fiscal year 2012 are unaudited
Largest Taxpayers
Set forth in the following table are the persons or entities which represent the 2013 largest taxpayers within the Issuer, as provided by the
Dubuque County Assessor's Office. No independent investigation has been made of and no representation is made herein as to the financial
condition of any of the taxpayers listed below or that such taxpayers will continue to maintain their status as major taxpayers in the City. The
City's mill levy is uniformly applicable to all of the properties included in the table, and thus taxes expected to be received by the City from
such taxpayers will be in proportion to the assessed valuations of the properties. The total tax bill for each of the properties is dependent upon
the mill levies of the other taxing entities which overlap the properties.
Taxpayer Type of Property/Business 1 /1 /11 Taxable Valuation
Alliant Interstate Energy Power Co. Utility $99,015,284
Peninsula Gaming Company LLC Commercial 56,784,250
Black Hills Energy Corp. Utility 47,166,449
A -9
Kennedy Mall Inc.
Progressive Processing LLC
Medical Associates Realty LP
Nordstrom Inc.
The McGraw Hill Companies Inc.
Otto A LLC
Walter Development LLC
Net Valuation
Legislation
Commercial
Industrial
Commercial
Commercial
Commercial
Industrial
Commercial
$3,176,523,140
27,206,390
21,397,890
19,559,060
17,221,570
14,729,210
14,100,000
13 781 290
$2,039,084,356
From time to time, legislative proposals are pending in Congress and the Iowa General Assembly that would, if enacted, alter or amend one
or more of the property tax matters described herein It cannot be predicted whether or n what forms any of such proposals, either pending or
that may be introduced, may be enacted, and there can be no assurance that such proposals will not apply to valuation, assessment or levy
procedures for taxes levied by the City or have an adverse impact on the future tax collections of the City. Purchasers of the Bonds should
consult their tax advisors regarding any pending or proposed federal or state tax legislation. The opinion expressed by Bond Counsel is based
upon existing legislation as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no opinion as of any date
subsequent thereto or with respect to any pending federal or state tax legislation.
Iowa Code section 76.2 provides that when an Iowa political subdivision issues general obligation debt: "The governing authority of these
political subdivisions before issuing bonds shall, by resolution, provide for the assessment of an annual levy upon all the taxable property in
the political subdivision sufficient to pay the interest and principal of the bonds within a period named not exceeding the applicable period of
time specified in section 76.1. A certified copy of this resolution shall be filed with the county auditor or the auditors of the counties in which
the political subdivision is located; and the filing shall make it a duty of the auditors to enter annually this levy for collection form the taxable
property within the boundaries of the political subdivision until funds are realized to pay the bonds in full." Iowa Code section 76.1 provides
that the annual levy shall be sufficient to pay the interest and approximately such portion of the principal of the bonds as will retire them in a
period not exceeding twenty years from the date of issue, except for certain bonds issued for disaster purposes and bonds issued to refund or
refinance bonds issued for such disaster purposes which may mature and be retired in a period not exceeding thirty years from date of issue.
Public Funds Investments
Funds on Hand (Cash and Investments as of August31, 2012)
Agency
Capital
Component Unit
Debt Service
Enterprise
General
Intemal Service
Permanent
Special
Total Cash and Investments
CITY INDEBTEDNESS
Debt Limit
$1,537,956
26,617,333
10,039,915
220,571
21,469,761
8,057,856
2,838,507
61,445
7,902,497
$78,745,841
Article X[, Section 3 of the State of Iowa Constitution limits the amount of debt outstanding at any time of any county, municipality or other
political subdivision to no more than 5% of the Actual Value of all taxable property within the corporate limits, as taken from the last state
and county tax list The debt limit for the City, based on its 2011 actual valuation currently applicable to the fiscal year 2012 -13, is as follows:
2011 Actual Valuation of Property
Less: Military Exemption
Net Actual Valuation of Property
Legal Debt Limit of 5%
Legal Debt Limit
Less: G.O. Debt Subject to Debt Limit
Less: Urban Renewal Revenue Debt Subject to the Debt Limit
Less: TIE Rebate Agreements Subject to the Debt Limit
Less: Other Debt Subject to the Debt Limit
Net Debt Limit
A -10
$3,639,539,061
(6,185,985)
$3,633,353,076
.05
$181,667,654
(95,460,000)
(24,103,235)
(25,144,361)
(4,880,036) 1)
$32,215,022
1) Includes loan agreement with Iowa DOT, Iowa Finance Authority Loan, general fund leases and water line loan.
Upon completion of the sale of the City's general obligation Bonds Series 2012E, 2012F, 2012G, 2012H and 2012I, the City will have
outstanding 26 separate general obligation issues, with scheduled principal and interest as shown below:
Fiscal
Year
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
Total
Principal
4,310,000
6,070,000
6,550,000
6,705,000
6,905,000
6,785,000
6,265,000
6,510,000
5,905,000
4,470,000
4,440,000
4,080,000
4,080,000
4,020,000
4,015,000
4,015,000
3,870,000
2,985,000
2,365,000
1,115,000
Total
Interest
3,044,140
3,138,114
2,934,690
2,760,655
2,563,159
2,341,161
2,122,501
1,922,004
1,705,299
1,494,533
1,337,046
1,177,181
1,029,628
878,399
725,231
565,620
401,756
241,166
129,416
44,170
Total
P &I
7,354,140
9,208,114
9,484,690
9,465,655
9,468,159
9,126,161
8,387,501
8,432,004
7,610,299
5,964,533
5,777,046
5,257,181
5,109,628
4,898,399
4,740,231
4,580,620
4,271,756
3,226,166
2,494,416
1,159,170
95,460,000 30,555,869 126,015,869
General Obligation Debt Subject to Abatement
The Issuer has previously issued general obligation securities that it intends to abate from alternate revenues. Presented below is the schedule
of principal and interest, presented by fiscal year and abatement source for general obligation securities outstanding:
Year Water Sewer Refuse
2013 362,135 357,552 7,662
2014 484,161 461,718 7,604
2015 484,050 460,169 7,608
2016 490,046 459,383 7,640
2017 495,532 452,050 7,557
2018 285,830 320,509 7,587
2019 287,032 318,407 7,669
2020 285,391 322,204 7,678
2021 288,591 320,556 7,673
2022 290,295 323,696 7,757
2023 287,895 321,505 7,741
2024 290,325 325,238 7,809
2025 288,648 323,415 7,799
2026 290,463 326,167 7,870
2027 287,789 324,350 7,918
2028 290,823 327,931 7,929
2029 293,303 325,742 7,957
2030 293,844 326,854 7,940
2031 291,205 258,314 2,737
2032 176,284 161,588 0
Storm
1,329,914
1,361,465
1,363,004
1,359,972
1,362,553
1,361,943
1,364,614
1,365,237
1,358,635
1,367,389
1,366,550
1,215,811
1,079,564
854,001
855,906
855,192
549,475
464,697
341,842
40,828
LOST
272,228
465,887
461,250
462,171
463,067
464,649
458,561
456,434
458,742
458,802
439,694
426,246
422,552
423,655
360,639
248,234
232,051
215,004
172,412
93,983
Airport DICW Downtown RUT DRA Tech S
393,061 107,352 862,972 2,834,764 47,802 19,094 25,308
396,266 205,710 1,269,326 3,310,470 47,220 108,700 208,390
398,552 207,410 1,270,668 3,553,300 47,334 107,550 269,790
395,325 214,010 1,278,326 3,527,723 47,408 106,290 265,370
401,645 210,235 1,652,653 3,534,199 46,713 104,620 268,980
- 42,701 216,460 1,666,431 3,531,429 46,669 102,840 272,170
- 40,835 212,260 1,209,792 3,522,609 47,252 105,950 0
- 38,895 208,033 1,211,618 3,540,181 47,034 108,800 0
18,070 153,728 1,210,882 3,526,072 46,720 106,430 0
17,776 151,313 547,830 2,532,926 47,099 108,940 0
17,480 153,688 545,925 2,381,533 46,710 96,180 0
17,181 150,663 508,031 2,122,040 46,978 33,600 0
16,927 152,363 510,313 2,119,864 46,437 32,700 0
16,665 153,740 508,043 2,129,702 46,548 31,800 0
16,384 154,780 467,723 2,077,179 46,563 30,900 0
16,090 155,468 462,611 2,064,893 46,351 0 0
15,825 150,853 466,759 2,073,706 51,076 0 0
15,495 151,108 324,568 1,386,648 40,458 0 0
20,195 151,045 324,116 932,855 0 0 0
5,169 150,655 323,018 207,800 0 0 0
Totals 6,543,643 6,817,347 142,136 21,218,592 7,456,259 2,055,675
Outstanding Water Revenue Debt
The Issuer has previously issued its water revenue securities. Presented belo
revenue securities:
3,410,869 16,621,604 50,909,895 842,371 1,204,394 1,310,008
1 and interest on the Issuer's outstanding water
Fiscal Year 4- Nov -08 18 -Oct -07 21- Sep -10 28- Jun -12 t -Sept t t- Oct -12 t- Dec -12 Total
2013 119,883 62,058 371,575 50,921 112,861 12,904 185,450 915,650
2014 117,070 62,855 377,875 130,050 112,812 47,774 193,525 1,041,961
2015 119,070 62,588 373,975 128,550 111,521 47,490 196,490 1,039,683
A -11
2016 115,750 62,288 380,075 132,050 111,448 47,149 199,400 1,048,159
2017 117,310 62,955 379,950 129,650 110,693 47,935 207,255 1,055,747
2018 118,528 62,558 379,700 127,250 111,119 47,461 0 846,615
2019 114,388 62,128 383,250 129,850 110,254 46,928 0 846,797
2020 115,158 62,665 386,500 127,300 110,571 47,520 0 849,714
2021 115,598 62,138 384,450 129,750 110,814 48,027 0 850,776
2022 115,698 62,578 387,250 132,050 110,985 47,260 0 855,820
2023 115,500 62,953 389,125 129,200 111,082 47,613 0 855,472
2024 0 62,263 510,025 131,350 111,107 47,868 0 862,613
2025 0 62,540 511,375 128,350 112,276 48,022 0 862,563
2026 0 62,753 512,200 130,350 113,228 46,886 0 865,416
2027 0 62,900 515,400 127,200 113,727 46,862 0 866,089
2028 0 62,983 517,800 129,050 113,864 47,909 0 871,605
2029 0 0 519,400 130,613 115,082 47,608 0 812,703
2030 0 0 525,200 132,019 114,644 47,182 0 819,044
2031 0 0 0 128,119 115,277 47,809 0 291,205
2032 0 0 0 129,219 0 47,066 0 176,284
Totals 1,283,950 1,001,198 7,805,125 2,512,890 2,133,363 915,271 982,120 16,633,916
Outstanding Sewer Revenue Debt
The Issuer has previously issued its sewer revenue securities. Presented below is the princ
revenue securities:
1 and interest on the Issuer's outstanding sewer
Year 1- Aug -10 1- Feb -l0 27- Oct -10 Total
2013 3,702,611 65,950 413,990 4,182,551
2014 3,698,626 65,859 413,660 4,178,145
2015 3,694,522 65,766 413,168 4,173,455
2016 3,690,295 65,669 413,513 4,169,476
2017 3,685,941 65,570 413,663 4,165,173
2018 3,681,456 65,468 413,618 4,160,541
2019 3,676,837 65,363 413,378 4,155,577
2020 3,672,079 65,254 413,943 4,151,276
2021 3,667,178 65,143 413,280 4,145,601
2022 3,662,130 65,028 413,423 4,140,581
2023 3,656,931 64,909 413,338 4,135,178
2024 3,651,576 64,787 414,025 4,130,389
2025 3,646,061 64,662 413,453 4,124,175
2026 3,640,380 64,532 413,653 4,118,564
2027 3,634,528 64,399 413,593 4,112,520
2028 3,628,501 64,262 413,273 4,106,035
2029 3,622,293 64,120 413,693 4,100,106
2030 3,615,899 63,975 413,820 4,093,694
2031 3,609,313 63,825 413,655 4,086,793
2032 3,602,529 0 413,198 4,015,727
2033 3,595,542 0 413,448 4,008,990
2034 3,588,346 0 413,373 4,001,718
2035 3,580,933 0 413,973 3,994,906
2036 3,573,298 0 413,215 3,986,513
2037 3,565,434 0 413,133 3,978,567
2038 3,557,334 0 413,693 3,971,027
2039 3,548,991 0 413,863 3,962,854
2040 0 0 413,643 413,643
2041 0 0 414,033 414,033
Totals 98,149,565 1,234,540 11,993,700 111,377,805
Outstanding Urban Renewal TIF Revenue Debt
Presented below is the Issuer's urban renewal tax increment revenue securities payable from TIF Revenues, presented by fiscal year and
bond series:
Fiscal TIF Rev Lower Main 40 Main 44 Main Adams Co. Theisen Supply Vessel Systems
Year 10/16/07 30- Jun -04 1- Aug -09 26-Oct-10 3- Dec -04 22- Nov -06 1- Dec -03
2013 2,012,625 26,700 95,408 34,584 51,004 120,000 20,607
2014 355,000 26,699 95,410 34,583 51,004 119,999 20,608
2015 380,000 26,700 95,408 34,584 49,156 120,000 20,607
2016 410,000 25,615 95,409 34,583 0 119,999 0
2017 440,000 0 95,408 34,584 0 120,000 0
2018 475,000 0 74,766 19,283 0 112,079 0
A -12
2019 510,000
2020 550,000
2021 590,000
2022 635,000
2023 680,000
2024 730,000
2025 785,000
2026 845,000
2027 910,000
2028 975,000
2029 1,050,000
2030 1,130,000
2031 1,215,000
2032 1,305,000
2033 1,400,000
2034 1,505,000
2035 1,620,000
2036 1,740,000
2037 1,870,000
0 79,826 20,473
0 85,175 21,703
0 90,880 23,079
0 0 24,503
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Totals: 24,117,625 105,714 807,690 281,959
Indirect General Obligation Debt
Presented below is a listing of the overlapping and underlying debt for Issuers
Taxing Authority
Dubuque CSD
Dubuque County
AEA1
Northeast Iowa Community College
Outstanding 2011 Taxable
Debt Valuation
$0 $3,296,962,298
0 4,209,535,799
2,005,403 9,846,541,918
59,880,000 9,846,541,918
151,164
712,077
61,822
thin the District and the amount applicable to the Issuer:
Taxable Value
Within Issuer
2,410,966,455
2,410,966,455
2,410,966,455
2,410,966,455
Percentage
Applicable
73.13%
57.27%
24.49%
24.49%
Amount
Applicable
$0
0
491,031
14,661,865
Total Overlapping & Underlying Debt: $15,152,8%
FINANCIAL SUMMARY
Actual Value of Property, 2011: $3,633,349,677
Taxable Value of Property, 2011: 2,410,966,445
Direct General Obligation Debt:
Less Self - Supported General Obligation Debt:
Net Direct General Obligation Debt:
Overlapping Debt:
Net Direct & Overlapping General Obligation Debt:
Population, 2010 US Census Bureau:
Direct Debt per Capita:
Total Debt per Capita:
Net Direct Debt to Taxable Valuation:
Total Debt to Taxable Valuation:
Net Direct Debt to Actual Valuation:
Total Debt to Actual Valuation:
Actual Valuation per Capita:
Taxable Valuation per Capita:
Preliminary, subject to change
A -13
$95,460,000
- 88,930,000
$6,530,000
15,152,896
$21,682,896
57,637
$1,656.23
$376.20
0.27%
0.90%
0.18%
0.60%
$63,038
$41,830
APPENDIX B- FORM OF LEGAL OPINIONS
B -1
APPENDIX C - FORM OF CONTINUINGDISCLOSURE CERTIFICATE
01
NGTICE ®F MEETIN!
OF THE CITY
COUNCiL OF O T'
CITY OF DU1E
IOWA, ON THE
MATTER °F THE
PROPDDErD:ISSUANCE
OF i OT TO EXCEED
512,000,000 GENERAL
RENEWAL ;
68RLIGAT& ®N URBAN
(FOR URBAN
REN AL including the General abandon the proposal
PURPOSES) QFTHE Obligation Urban to issue bonds.
C►TY, AND THE Renewal's Bonds, Tax- This notice is given by
HEARING HDN THE able Series 20050, the order of the City
iSSUANCE THEREOF Genera( Obligation Council of the City of
PUBLIC NO ICE is Urban Renewal Bonds, Dubuque, State of
hereby given that the Series 20060, the Iowa, as provided by
City of Dubuque, Iowa, General ' Obligation Section 384.25 of the
will hold a public Refunding Bonds, City Code of'lowar
hearing on the 15th Series 2006C, and' the Any visual or hearing -
day of October, 2012, General Obligation impaired persons need -
at 6 :30 o'clock PM, in Bonds, Series 20070, ing special assistance
the (Hist(ric ;Federal 'issued for such or; persons with special
Building, 350 West 6th purposes to achieve accessibility needs
Street, Dubuque, Iowa, savings and facilitate should contact the City
at which meeting the the use of committed Clerk's office at (563)
Council proposes to private ' parking 589 -4120 oc TDD at
take `additional action > arrangements in lean- (563) 690 -6678 at least
for the issuance of not nection with future 48! hours prior to the'
to exceed $12,000 000 downtown develop- meeting.
General Obligation meet projects, and a(i Dated this; 3rd day of
Urban.Renewat Bonds of the purposes set out October, 2012
for urban renewal m Section 403 12. Kevin S Firnstahi
f d H City Clerk City of
Dubuque, Iowa
purposes o sal City, o
m order to provide for this purpose are
funds! to pay costs of subject to the right of 1?
aiding in the planning, petition for an election
undertakin g, and as provided in Section
carrying out of urban 384.26, without limita
renewal projects under lion on the amount of
the authority of the bond issue or the
chapter 403, including size of the City, and the
Downtown Rehabiii- '- Council 'shall include
tation Grants,! Down- notice of the right of
town Rehabilitation petition 'in the notice
Financial Consultant required under Section
Grants, the Washing 384.25, subsection 2.
ton Neighborhood At any time before the
Business Loan: Pool, a date of said meeting, a
generator, air condi- petition, asking that
tinning improvements, the question of issuing
electrical improve- such Bonds be
meets, ice decking, submitted to the coal
and a power factor voters of said City,)may
correction device for be filed with the Clerk
the Mystique Common- of said City in the
ity ice Center, manner provided by
Downtown housing Section 362.4 of the
business incentives, Code of Iowa, pursuant
ADA assistance, His- to the provisions of
tone Distract improve- Sections' 403.12,
meets, industrial Park 384.24(3)(q) and 384.25
land acquisitions con- of the Code of Iowa.
sultant costs, rail At the above meeting
platform - Intermoda! the Council shall
Faciity, the Multi ` receive oral or w ritten
cultural Family! Center, objections from i any
a
h8 Bluff ADA ; resident or property;
restroom, McAleece owner of the City, to`
Park sidewalks, and ' the above action. After
those costs associated all objections have
with the repair, been received and
reconstruction and considered, the Council
improvement of City will at this meeting or.
parking ramps,: and the ' at any adjournment+
refunding and refinan- thereof, take additional
sing of outstanding action for the issuance
City indebtedness, of bonds or ' will
STATE OF IOWA
DUBUQUE COUNTY
{SS:
CERTIFICATION OF PUBLICATION
I Suzanne pike a Billing
corporation b Clerk for Woodward Communications, Inc.,
corporation, ati in the City r of the Dubuque, Herald,a newspaper an Iowa
published that the attached Cit of
notice ue County of Dubuque a pd Stag f Iowcirculation ere y
dates: October 03, 2012 and for which the charge is newspaper hereby
paper on the following
g $49.24.
Subscribed before
this c i bed tme, a Notary Public in and for Dubuque County, Iowa,
Krotary Public in and for Dubuque County, Iowa.
IARV K. WESTERMEYER
Corflmlosinn dumber 1S4(185 R
�..�e�� -,, �. •gym, K,.