GO Bonds Series 2012H_Complete Issuance, $2.385MTHE CITY OF
Dui
Masterpiece on the Mississippi
Dubuque
kital
All- America City
II 111!
2012
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Proceedings to Complete Action on Issuance of $2,385,000 General
Obligation Urban Renewal Bonds, Series 2012H
DATE: November 8, 2012
Budget Director Jennifer Larson recommends City Council approval of the suggested
proceedings to complete the action required on the recent Series 2012H bond issuance.
These project costs 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 Restated Urban Renewal Plans for Greater Downtown and
Dubuque Industrial Center Urban Renewal Areas, including those costs associated with
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.
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
and Dubuque Industrial Center Urban Renewal Areas.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
brilit44 kr4.,74,
Michael C. Van Milligen
MCVM /jml
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Jennifer Larson, Budget Director
Kenneth TeKippe, Finance Director
2
Masterpiece on the Mississippi
Dubuque
kital
All- America City
II 111!
2012
TO: Michael C. Van Milligen, City Manager
FROM: Jennifer Larson, Budget Director
SUBJECT: Proceedings to Complete Action on Issuance of $2,385,000 General
Obligation Urban Renewal Bonds, Series 2012H
DATE: November 8, 2012
INTRODUCTION
The purpose of this memorandum is to recommend proceedings to complete the action
required on the Series 2012H bond issuance.
DISCUSSION
The Series 2012H bonds will be used as follows:
• $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; and
• $255,000 is intended to provide funds for bond issuance costs.
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
and Dubuque Industrial Center Urban Renewal Area.
The first resolution appoints Wells Fargo Bank, National Association of Des Moines,
Iowa to serve as paying agent, bond registrar, and transfer agent, approves the paying
agent and bond registrar and transfer agent agreement and authorizes the execution of
the agreement.
The second resolution authorizes the issuance of Series 2012H. The resolution also
incorporates by reference the form of the Tax Exemption and Continuing Disclosure
Certificates.
This is the final City Council action required on the bond issuance.
RECOMMENDATION
I respectfully recommend the adoption of the enclosed resolution to complete the action
required on the Series 2012H bond issuance.
JML
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Kenneth TeKippe, Finance Director
2
AHLERS COONEY, P.C.
100 COURT AVENUE, SUITE 600
DES MOINES, IOWA 50309 -2231
PHONE; 515 -243 -7611
FAX: 515 - 243 -2149
WWW.AHLERSLAW.COM
R. Mark Cory
rcory@ahlerslaw.com
November 13, 2012
Ms. Jenny Larson
Budget Director
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001
RE: $2,385,000 General Obligation Urban Renewal Bonds, Series 2012H
Dear Ms. Larson:
Enclosed are documents to complete Council action in connection with the
authorization for the issuance of the above bonds.
A. The Council procedure consists of the following:
Direct Dial:
(515)246 -0378
1. Resolution Appointing Registrar and Paying Agent. This resolution
appoints Wells Fargo Bank, National Association to serve as Registrar and Paying Agent.
2. Resolution authorizing the issuance of the Bonds. The resolution also
incorporates by reference the form of the Tax Exemption Certificate and the Continuing
Disclosure Certificate.
There are blank spaces appearing in the form of Bond set out in the resolution.
These need not be completed but may be left blank as a guide since different amounts,
dates and percents will be inserted within the blank spaces.
The resolution must be adopted by an affirmative vote equal to a majority of the
full Council membership.
3. Tax Exemption Certificate. The Tax Exemption Certificate sets out in detail
a number of facts, promises and obligations which must be met and agreed to by the City
in order to maintain these Bonds as tax exempt. This Certificate may contain some blank
spaces relating to matters of information dependent upon the resale price of the Bonds
which are not known and available at this time. The information will be calculated and
WISHARD & BAILY - 1888; GUERNSEY & BAILY - 1893: BAILY & STIPP - 1901: STIPP, PERRY. BANNISTER & STARZINGER - 1914; BANNISTER, CARPENTER.
AHLERS & COONEY - 1950; AHLERS, COONEY, DORWEILER, ALLBEE. HAYNIE & SMITH - 1974; AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE. P.C. - 1990
November 13, 2012
Page 2
added to this certificate prior to closing and completed copies of pages with blank spaces
will be provided to you. This certificate should be SIGNED BUT NOT DATED. Please
return the "Complete and Return" copy and Purchaser's copy to our office prior to
closing.
4. Continuing Disclosure Certificate. The form of Continuing Disclosure
Certificate, which is described in detail below, is included for approval by the Council
under the Resolution authorizing issuance. This Certificate also should be signed by the
Mayor and the Clerk but not dated. Please return the "Complete and Return" copy and
Purchaser's copy to us prior to closing.
5. Original Bonds Nos. 1 -17, inclusive. The Bonds are enclosed to be
executed by the Mayor and the Clerk in the spaces provided and impressed with the
City's seal. The Registrar also needs to sign the same. The Date of Authentication will be
the date of closing. A highlighted copy of Bond No. 1 shows where signatures and seal
should appear on all Bonds. Please have the executed Bonds returned to us as soon as
possible so that they can be delivered to the Registrar for authentication and forwarded to
DTC prior to closing.
6. Delivery Certificate. This certificate also should be signed, BUT NOT
DATED. Please return the "Complete and Return" copy and Purchaser's copy to my
attention prior to closing.
7. Transcript Certificate. This certificate is to be executed and sealed in the
manner indicated on the second page and may be dated at the time of completion. A
notary attestation for all official signatures is required. Please return the "Complete and
Return" copy to my attention prior to closing.
8. Authentication Order. Please execute and date all copies and return the
"Complete and Return" copy and Registrar's copy to my attention prior to closing.
9. County Auditor's Certificate. A true copy of the authorizing resolution as
adopted is to be certified and filed with the Auditor of Dubuque County. The Auditor is
asked to certify to such filing on the lower portion of the certificate. Please return the
"Complete and Return" copy to my attention prior to closing.
10. Form 8038-G -- Information Return for Tax Exempt Governmental
Obligations. Please sign, but do not date, and return the form to us prior to closing.
November 13, 2012
Page 3
11. Paying Agent; Note Registrar and Transfer Agent Agreement. Please
execute and return all copies to us. We will obtain signatures from Wells Fargo Bank,
National Association and an executed copy will be provided to you after closing.
Tax Exemption
The Tax Exemption Certificate is an important document and contains important
information concerning the calculated yield on the Bonds and a number of covenants and
obligations on the part of the City. This certificate should be retained along with all of
your records regarding the use of proceeds, expenditure dates and investment information
needed to comply with IRS guidelines. I will not attempt to summarize all of the matters
which are included in this certificate but I do want to point out some important ones.
Tax exemption is based in part upon the fact that the use of the facilities to be
acquired by the City with the proceeds will be for the benefit of the public and will not be
used in the private trade or business of any business or non - tax - exempt entity. The
properties acquired with the Bond proceeds must not be sold or diverted to any private or
nonpublic use unless the significance of that action is reviewed by bond counsel.
The Tax Exemption Certificate sets forth the best knowledge and belief which you
have as of today concerning the timely expenditure of the proceeds as the City reasonably
expects expenditures to occur. If for any reason the City finds it will be prevented from
expending the Bond proceeds fully within three years, that matter should be referred to
us.
These Bonds are issued under the expectation that the City will be exempt from
the requirement to rebate arbitrage earnings to the United States Government since you
intend to spend the proceeds of the Bonds for construction purposes within two (2) years
of issuance and meet the other requirements of the two -year expenditure exemption from
the rebate provisions.
These Bonds are also issued under the expectation that the City will be exempt
from the requirement to rebate arbitrage earnings to the United States Government since
you intend to spend the proceeds of the Bonds within 18 months of issuance in
accordance with the schedule described in Section 3.3 of the Tax Exemption Certificate.
There are a number of other general promises and commitments by the City to
take or refrain from action, which are necessary to maintain the tax exemption of these
Bonds. You should recognize that these promises and commitments are required of the
City on an ongoing basis and that the possibility of some additional future action does
exist.
November 13, 2012
Page 4
Continuing Disclosure Certificate
Securities and Exchange Commission Rule 15c2 -12, prohibits underwriting and
recommendation to the public municipal securities for which adequate secondary market
information is not available. The rules apply generally to any municipal offering over
$1,000,000. The City therefore has an obligation to provide continuing disclosure to the
marketplace while the Bonds are outstanding. The applicable covenants and duties of the
City are outlined in the Continuing Disclosure Certificate.
The Continuing Disclosure Certificate requires the City to provide annual financial
information and operating data and other operating data described in the Continuing
Disclosure Certificate to the Municipal Securities Rulemaking Board's Electronic
Municipal Market Access system ( "EMMA ") so long as the Bonds are outstanding, and
also to provide notice to EMMA if certain events occur. This information and data must
be sent in "searchable PDF" form. You should ensure that your audit and operating data
will be available in that format so you may comply. The events which must be reported
are detailed in the certificate, but other events which would be of concern to the rating
agencies or bondholders also should be considered for disclosure under the anti -fraud
provisions of the federal securities laws.
These disclosure requirements are ongoing and it will be important to designate an
appropriate contact person who will have a primary responsibility for preparing and
coordinating the filing of the annual financial information, operating data and any event
notices.
The penalties for violation of the rule fall ultimately on the issuer of the bonds,
because underwriters may be precluded from agreeing to underwrite or bid on bonds of
issuers who have not complied with their disclosure obligations. Failure to comply
therefore may result in fewer bids and ultimately no bids or the inability to secure an
underwriter for an issue.
Closing Matters.
As you know, closing of this issue is scheduled to occur on or about December 10,
2012. At the time of closing, the "Purchaser's" copies of the above items will be delivered
to the Purchaser of the Bonds in exchange for the agreed purchase price. Our legal
opinion also will be delivered to the Purchaser at that time.
November 13, 2012
Page 5
Should you have any questions, or if we can be of any assistance in completing the
enclosed items, please don't hesitate to contact me.
Very t yours
R. Ma ' Cory
FOR THE FIRM
RMC:dc
Encl.
cc: Ken TeKippe
Tim Oswald
00904762 -1 \10422 -142
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(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: November 19 , 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:
$2,385,000 General Obligation Urban Renewal Bonds, Series 2012H.
• Resolution Appointing Paying Agent, Bond Registrar, and Transfer Agent,
Approving the Paying Agent and Bond Registrar and Transfer Agent Agreement
and Authorizing the Execution of the Agreement.
Such additional matters as are set forth on the additional 3 page(s) attached hereto.
(number)
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of the governmental body.
City erk, City of Dubuqowa
November 19, 2012
The City Council of the City of Dubuque, State of 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, Kevin Lynch, Dave Resnick,
Lynn Sutton
Absent: Ric Jones-
1
Council Member Lynch introduced the following resolution entitled
"RESOLUTION APPOINTING WELLS FARGO BANK, NATIONAL ASSOCIATION
OF MINNEAPOLIS, MINNESOTA, TO SERVE AS PAYING AGENT, BOND
REGISTRAR, AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND
BOND REGISTRAR AND TRANSFER AGENT AGREEMENT AND
AUTHORIZING THE EXECUTION OF THE AGREEMENT ", and moved that the
resolution be adopted. Council Member Resnick seconded the motion to adopt. The roll
was called and the vote was,
AYES: Lynch, Resnick, Sutton, Braig, Buol, Connors
NAYS:
Whereupon, the Mayor declared the resolution duly adopted as follows:
RESOLUTION NO. 322 -12
RESOLUTION APPOINTING WELLS FARGO BANK,
NATIONAL ASSOCIATION OF MINNEAPOLIS,
MINNESOTA, TO SERVE AS PAYING AGENT, BOND
REGISTRAR, AND TRANSFER AGENT, APPROVING
THE PAYING AGENT AND BOND REGISTRAR AND
TRANSFER AGENT AGREEMENT AND AUTHORIZING
THE EXECUTION OF THE AGREEMENT
WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa,
$2,385,000 General Obligation Urban Renewal Bonds, Series 2012H, dated the date of
delivery, have been sold at public sale and action should now be taken to provide for the
maintenance of records, registration of certificates and payment of principal and interest
in connection with the issuance of the bonds; and
WHEREAS, this Council has deemed that the services offered by Wells Fargo
Bank, National Association of Minneapolis, Minnesota, are necessary for compliance
with rules, regulations, and requirements governing the registration, transfer and payment
of registered bonds; and
WHEREAS, a Paying Agent, Bond Registrar and Transfer Agent Agreement
(hereafter "Agreement ") has been prepared to be entered into between the City and Wells
Fargo Bank, National Association.
2
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF DUBUQUE,
IOWA:
Section 1. That Wells Fargo Bank, National Association of Minneapolis,
Minnesota, is hereby appointed to serve as Paying Agent, Bond Registrar and Transfer
Agent in connection with the issuance of $2,385,000 General Obligation Urban Renewal
Bonds, Series 2012H, dated the date of delivery.
Section 2. That the Agreement with Wells Fargo Bank, National Association of
Minneapolis, Minnesota, is hereby approved and that the Mayor and Clerk are authorized
to sign the Agreement on behalf of the City.
PASSED AND APPROVED this 19th
ATTEST:
day of November
, 2012.
STATE OF IOWA
COUNTY OF DUBUQUE
CERTIFICATE
) SS
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 20th day of
November, 2012.
(SEAL)
00904231 -1 \10422 -139
City Cl r , City of Du
uqu
ate of Iowa
ROLL CALL ORDER FOR MEETING OF 11/19/2012
Lynch, Resnick, Sutton, Braig, Buol, Connors, Jones
CITY OF DUBUQUE,IOWA
CITY COUNCIL MEETING
Historic Federal Building
350 W. 6th Street
November 19, 2012
Council meetings are video streamed live and archived at
www.cityofdubuque.org /media and on Dubuque's CityChannel on the
Mediacom cable system at Channel 8 (analog) and 97.2 (digital).
REGULAR SESSION
6:30 PM
PLEDGE OF ALLEGIANCE
MOMENT OF SILENCE
May the spirit of wisdom keep our hearts and minds open as we endeavor to serve the common good.
PRESENTATION(S)
1. 1000 Friends of Iowa - 2012 Best Development Awards
Planning Services Laura Carstens to present the 2012 Best Development Awards from the 1000 Friends of Iowa for the Historic
Millwork District Complete Streets Project (New Civic Project) and Riverworks Development (Mixed Use Project).
1000 Friends of Iowa Letter,
CONSENT ITEMS
The consent agenda items are considered to be routine and non - controversial and all consent items will be normally voted upon in a single
motion without any separate discussion on a particular item. If you would like to discuss one of the Consent Items, please go to the microph<
and be recognized by the Mayor and state the item you would like removed from the Consent Agenda for separate discussion and
consideration.
1. Minutes and Reports Submitted
City Council proceedings of 11/5, Civic Center Advisory Commission of 7/23, Investment Oversight Advisory Commission of 10/24,
Safe Community Advisory Committee of 9/12, Zoning Advisory Commission of 11/7, Zoning Board of Adjustment of 10/25, Proof of
Publication for City Council proceedings of 10/15
Suggested Disposition: Receive and File
City Council Proceedings 11/5, Civic Center Minutes 7/23, Investment Oversight Minutes 10/24, Safe Community Minutes 9/12, Zoning
Advisory Minutes 11/7, Zoning Board of Adiustment Minutes 10/25 Proof - City Council Proceedings 10/15,
2. Notice of Claims and Suits
Lyle Christopherson for vehicle damage.
Suggested Disposition: Receive and File; Refer to City Attorney
Christopherson Claim
3. Preferred Health Choices - Administrative Services Amendment V
City Manager recommending approval to increase the monthly administrative services fee; to approve Amendment V of the
Administrative Services Agreement with Health Choices to provide COBRA administration, payment collection and distribution of the
certificates of credible coverage services; and authorize the City Manager to sign the amendment.
Suggested Disposition: Receive and File; Approve
Administrative Services Amendments - Preferred Health Choices -MVM Memo COBRA Notice Administration
4. Total Administrative Services Corporation (TASC) - Approval of Renewal Rates
City Manager recommending approval of the administrative services fee of Total Administrative Services Corporation (TASC), the
City's flexible spending plan administrator, effective January 1, 2013, through December 31, 2015.
Q......ec +e.1 flier .citi.,n• Oenei..e •,n.t Cile• Anny....e
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Goverhmental Body: The City Council of the City of Dubuque, Iowa.
Date of Meeting: November 19 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:
$2,385,000 General Obligation Urban Renewal Bonds, Series 2012H.
• Approval of Tax Exemption Certificate.
• Approval of Continuing Disclosure Certificate.
• Resolution authorizing the issuance.
Such additional matters as are set forth on the additional 23 page(s) attached hereto.
(number)
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of the governmental body.
November 19, 2012
The City Council of the City of Dubuque, State of 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, Kevin Lynch, Dave Resnick,
Lynn Sutton
Absent: Ric Jones
1
Council Member Lynch moved that the form of Tax Exemption Certificate be
placed on file and approved. Council Member Resnick seconded the motion. The roll was
called and the vote was,
AYES: Lynch, Resnick, Sutton, Braig, Buol, Connors
NAYS:
Council Member Lynch moved that the form of Continuing Disclosure Certificate
be placed on file and approved. Council Member Resnick seconded the motion. The roll
was called and the vote was,
AYES: Lynch, Resnick, Sutton, Braig, Buol, Connors
NAYS:
Council Member Lynch introduced the following Resolution entitled
"RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF
$2,385,000 GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2012H,
AND LEVYING A TAX TO PAY SAID BONDS" and moved that it be adopted.
Council Member Resnick seconded the motion to adopt, and the roll being called thereon,
the vote was as follows:
2
AYES: Lynch, Resnick, Sutton, Braig, Buol, Connors
NAYS:
Whereupon, the Mayor declared said Resolution duly adopted as follows:
RESOLUTION NO. 323 -12
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $2,385,000 GENERAL OBLIGATION URBAN
RENEWAL BONDS, SERIES 2012H, AND LEVYING A TAX TO PAY
SAID BONDS
WHEREAS, the Issuer is duly incorporated, organized and exists under and by
virtue of the laws and Constitution of the State of Iowa; and
WHEREAS, the City is in need of funds to pay costs of aiding in the planning,
undertaking, and carrying out of urban renewal projects under the authority of chapter
403, including Industrial Park land acquisitions consultant costs, rail platform -
Intermodal Facility, the Multicultural Family Center, a 5th & Bluff ADA restroom,
McAleece Park sidewalks, urban renewal purposes, and it is deemed necessary and
advisable that General Obligation Urban Renewal Bonds, Series 2012H, to the amount of
not to exceed $12,000,000 be authorized for said purpose; and
WHEREAS, pursuant to notice published as required by Sections 403.12 and
384.25 of said Code, the Council of the City has held public meeting and hearing upon
the proposal to institute proceedings for the issuance of bonds, and, no petition for
referendum having been received, the Council is therefore now authorized to proceed
with the issuance of General Obligation Urban Renewal Bonds, Series 2012H; and
WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the
above mentioned bonds were heretofore sold at public sale and action should now be
taken to issue said bonds conforming to the terms and conditions of the best bid received
at the advertised public sale:
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
3
Section 1. Definitions. The following terms shall have the following meanings in
this Resolution unless the text expressly or by necessary implication requires otherwise:
• "Authorized Denominations" shall mean $5,000 or any integral
multiple thereof.
• "Beneficial Owner" shall mean the person in whose name such Bond
is recorded as the beneficial owner of a Bond by a Participant on the records of
such Participant or such person's subrogee.
• "Bond Fund" shall mean the fund created in Section 3 of this
Resolution.
• "Bonds" shall mean $2,385,000 General Obligation Urban Renewal
Bonds, Series 2012H, authorized to be issued by this Resolution.
• "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Bonds.
• "Continuing Disclosure Certificate" shall mean that certain
Continuing Disclosure Certificate executed by the Issuer and dated the date of
issuance and delivery of the Bonds, as originally executed and as it may be
amended from time to time in accordance with the terms thereof.
• "Depository Bonds" shall mean the Bonds as issued in the form of
one global certificate for each maturity, registered in the Registration Books
maintained by the Registrar in the name of DTC or its nominee.
• "DTC" shall mean The Depository Trust Company, New York, New
York, a limited purpose trust company, or any successor book -entry securities
depository appointed for the Bonds.
• "Issuer" and "City" shall mean the City of Dubuque, Iowa.
• "Participants" shall mean those broker - dealers, banks and other
financial institutions for which DTC holds Bonds as securities depository.
• "Paying Agent" shall mean Wells Fargo Bank, National Association,
or such successor as may be approved by Issuer as provided herein and who shall
carry out the duties prescribed herein as Issuer's agent to provide for the payment
of principal of and interest on the Bonds as the same shall become due.
4
• "Project Fund" shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of the Bonds.
• "Rebate Fund" shall mean the fund so defined in and established
pursuant to the Tax Exemption Certificate.
• "Registrar" shall mean Wells Fargo Bank, National Association of
Minneapolis, Minnesota, or such successor as may be approved by Issuer as
provided herein and who shall carry out the duties prescribed herein with respect
to maintaining a register of the owners of the Bonds. Unless otherwise specified,
the Registrar shall also act as Transfer Agent for the Bonds.
• "Representation Letter" shall mean the Blanket Issuer Letter of
Representations executed and delivered by the Issuer to DTC on file with DTC.
• "Resolution" shall mean this resolution authorizing the Bonds.
• "Tax Exemption Certificate" shall mean the Tax Exemption
Certificate executed by the Treasurer and delivered at the time of issuance and
delivery of the Bonds.
• "Treasurer" shall mean the Finance Director or such other officer as
shall succeed to the same duties and responsibilities with respect to the recording
and payment of the Bonds issued hereunder.
Section 2. Levy and Certification of Annual Tax; Other Funds to be Used.
(a) Levy of Annual Tax. That for the purpose of providing funds to pay
the principal and interest of the Bonds hereinafter authorized to be issued, there is
hereby levied for each future year the following direct annual tax on all of the
taxable property in Dubuque, Iowa, to -wit:
5
FISCAL YEAR (JULY 1 TO JUNE 30)
AMOUNT YEAR OF COLLECTION
$81,964 2013/2014
$215,569 2014/2015
$212,369 2015/2016
$214,169 2016/2017
$210,869 2017/2018
$147,569 2018/2019
$150,469 2019/2020
$148,269 2020/2021
$151,069 2021/2022
$148,769 2022/2023
$151,325 2023/2024
$148,625 2024/2025
$150,775 2025/2026
$147,650 2026/2027
$149,525 2027/2028
$151,113 2028/2029
$152,400 2029/2030
$148,550 2030/2031
$149,350 2031/2032
(NOTE: For example the levy to be made and certified against the taxable
valuations of January 1, 2011 will be collected during the fiscal year commencing
July 1, 2012.)
(b) Resolution to be Filed With County Auditor. A certified copy of this
Resolution should be filed with the County Auditor of Dubuque County, State of
Iowa, and said Auditor is hereby instructed in and for each of the years as
provided, to levy and assess the tax hereby authorized in Section 2 of this
Resolution, in like manner as other taxes are levied and assessed, and such taxes
so levied in and for each of the years aforesaid be collected in like manner as other
taxes of the City are collected, and when collected be used for the purpose of
paying principal and interest on said Bonds issued in anticipation of said tax, and
for no other purpose whatsoever.
(c) Additional City Funds Available. Principal and interest coming due
at any time when the proceeds of said tax on hand shall be insufficient to pay the
same shall be promptly paid when due from current funds of the City available for
that purpose and reimbursement shall be made from such special fund in the
amounts thus advanced.
6
Section 3. Bond Fund. Said tax shall be collected each year at the same time and in
the same manner as, and in addition to, all other taxes in and for the City, and when
collected they shall be converted into a special fund within the Debt Service Fund to be
known as the "GENERAL OBLIGATION URBAN RENEWAL BOND FUND 2012H"
(the "Bond Fund "), which is hereby pledged for and shall be used only for the payment of
the principal of and interest on the Bonds hereinafter authorized to be issued; and also
there shall be apportioned to said fund its proportion of taxes received by the City from
property that is centrally assessed by the State of Iowa.
Section 4. Application of Bond Proceeds. Proceeds of the Bonds other than
accrued interest except as may be provided below shall be credited to the Project Fund
and expended therefrom for the purposes of issuance. Any amounts on hand in the
Project Fund shall be available for the payment of the principal of or interest on the
Bonds at any time that other funds shall be insufficient to the purpose, in which event
such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on
hand in the Project Fund and not immediately required for its purposes may be invested
not inconsistent with limitations provided by law or this Resolution. Accrued interest, if
any, shall be deposited in the Bond Fund.
Section 5. Investments of Bond Fund Proceeds. All moneys held in the Bond
Fund, provided for by Section 3 of this Resolution shall be invested in investments
permitted by Chapter 12B, Code of Iowa, 2011, as amended, or deposited in financial
institutions which are members of the Federal Deposit Insurance Corporation and the
deposits in which are insured thereby and all such deposits exceeding the maximum
amount insured from time to time by FDIC or its equivalent successor in any one
financial institution shall be continuously secured in compliance with Chapter 12C of the
Code of Iowa, 2011, as amended, or otherwise by a valid pledge of direct obligations of
the United States Government having an equivalent market value. All such interim
investments shall mature before the date on which the moneys are required for payment
of principal of or interest on the Bonds as herein provided.
Section 6. Bond Details, Execution and Redemption.
(a) Bond Details. General Obligation Urban Renewal Bonds of the City in the
amount of $2,385,000, shall be issued pursuant to the provisions of Section 403.12 of the
City Code of Iowa for the aforesaid purpose. The Bonds shall be designated "GENERAL
OBLIGATION URBAN RENEWAL BOND, SERIES 2012H ", be dated the date of
delivery, and bear interest from the date thereof, until payment thereof, at the office of the
Paying Agent, said interest payable on December 1, 2013, and semiannually thereafter on
the 1st day of June and December in each year until maturity at the rates hereinafter
provided.
7
The Bonds shall be executed by the manual or facsimile signature of the Mayor
and attested by the manual or facsimile signature of the Clerk, and impressed or printed
with the seal of the City and shall be fully registered as to both principal and interest as
provided in this Resolution; principal, interest and premium, if any, shall be payable at
the office of the Paying Agent by mailing of a check to the registered owner of the Bond.
The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall
mature and bear interest as follows:
Principal Interest Maturity
Amount Rate June 1st
$160,000 2.000% 2015
$160,000 2.000% 2016
$165,000 2.000% 2017
$165,000 2.000% 2018
$105,000 2.000% 2019
$110,000 2.000% 2020
$110,000 2.000% 2021
$115,000 2.000% 2022
$115,000 2.125% 2023
$120,000 2.250% 2024
$120,000 2.375% 2025
$125,000 2.500% 2026
$125,000 2.500% 2027
$130,000 2.625% 2028
$135,000 2.750% 2029
$140,000 2.750% 2030
$285,000 3.000% 2032*
* Term Bonds
(b) Mandatory Payment and Redemption of Term Bonds. All Term Bonds are
subject to mandatory redemption prior to maturity at a price equal to 100% of the portion
of the principal amount thereof to be redeemed plus accrued interest at the redemption
date of June 1st of each of the years in the principal amount set opposite each year in the
following schedule:
8
Term Bond
Principal Interest Maturity
Amount Rate June 1st
$140,000 3.000% 2031
$145,000 3.000% 2032*
* Final Maturity
The principal amount of Term Bonds may be reduced through the earlier
optional redemption, with any partial optional redemption of the Term Bonds
credited against future mandatory redemption requirements for such Term Bonds
in such order as the Council shall determine.
(c) Optional Redemption. 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.
Thirty days' written notice of redemption shall be given to the registered owner of
the Bond. Failure to give such notice by mail to any registered owner of the Bonds or any
defect therein shall not affect the validity of any proceedings for the redemption of the
Bonds. All bonds or portions thereof called for redemption will cease to bear interest
after the specified redemption date, provided funds for their redemption are on deposit at
the place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the
bonds to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of bonds to be called has been reached.
Section 7. Issuance of Bonds in Book -Entry Form; Replacement Bonds.
(a) . Notwithstanding the other provisions of this Resolution regarding
registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer
determines to permit the exchange of Depository Bonds for Bonds in the Authorized
Denominations, the Bonds shall be issued as Depository Bonds in denominations of the
entire principal amount of each maturity of Bonds (or, if a portion of said principal
amount is prepaid, said principal amount less the prepaid amount); and such Depository
Bonds shall be registered in the name of Cede & Co., as nominee of DTC. Payment of
semi - annual interest for any Depository Bond shall be made by wire transfer or New
York Clearing House or equivalent next day funds to the account of Cede & Co. on the
9
interest payment date for the Bonds at the address indicated in or pursuant to the
Representation Letter.
(b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent
shall have any responsibility or obligation to any Participant or to any Beneficial Owner.
Without limiting the immediately preceding sentence, neither the Issuer nor the Paying
Agent shall have any responsibility or obligation with respect to (i) the accuracy of the
records of DTC or its nominee or of any Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any
other person, other than DTC or its nominee, of any notice with respect to the Bonds, (iii)
the payment to any Participant, any Beneficial Owner or any other person, other than
DTC or its nominee, of any amount with respect to the principal of, premium, if any, or
interest on the Bonds, or (iv) the failure of DTC to provide any information or
notification on behalf of any Participant or Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC
or its nominee to be, the absolute owner of each Bond for the purpose of payment of the
principal of, premium, if any, and interest on such Bond, for the purpose of all other
matters with respect to such Bond, for the purpose of registering transfers with respect to
such Bonds, and for all other purposes whatsoever (except for the giving of certain Bond
holder consents, in accordance with the practices and procedures of DTC as may be
applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and
interest on the Bonds only to or upon the order of the Bondholders as shown on the
Registration Books, and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to the principal of, premium, if any, and
interest on the Bonds to the extent so paid. Notwithstanding the provisions of this
Resolution to the contrary (including without limitation those provisions relating to the
surrender of Bonds, registration thereof, and issuance in Authorized Denominations), as
long as the Bonds are Depository Bonds, full effect shall be given to the Representation
Letter and the procedures and practices of DTC thereunder, and the Paying Agent shall
comply therewith.
(c) Upon (i) a determination by the Issuer that DTC is no longer able to carry
out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC
that the Bonds are no longer eligible for its depository services or (iii) a determination by
the Paying Agent that DTC has resigned or discontinued its services for the Bonds, if
such substitution is authorized by law, the Issuer shall (A) designate a satisfactory
substitute depository as set forth below or, if a satisfactory substitute is not found, (B)
provide for the exchange of Depository Bonds for replacement Bonds in Authorized
Denominations.
(d) To the extent authorized by law, if the Issuer determines to provide for the
exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall
-10-
so notify the Paying Agent and shall provide the Registrar with a supply of executed
unauthenticated Bonds to be so exchanged. The Registrar shall thereupon notify the
owners of the Bonds and provide for such exchange, and to the extent that the Beneficial
Owners are designated as the transferee by the owners, the Bonds will be delivered in
appropriate form, content and Authorized Denominations to the Beneficial Owners, as
their interests appear.
(e) Any substitute depository shall be designated in writing by the Issuer to the
Paying Agent. Any such substitute depository shall be a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended.
The substitute depository shall provide for (i) immobilization of the Depository Bonds,
(ii) registration and transfer of interests in Depository Bonds by book entries made on
records of the depository or its nominee and (iii) payment of principal of, premium, if
any, and interest on the Bonds in accordance with and as such interests may appear with
respect to such book entries.
Section 8. Registration of Bonds; Appointment of Registrar; Transfer; Ownership;
Delivery; and Cancellation.
(a) Registration. The ownership of Bonds may be transferred only by the
making of an entry upon the books kept for the registration and transfer of ownership of
the Bonds, and in no other way. Wells Fargo Bank, National Association is hereby
appointed as Bond Registrar under the terms of this Resolution and under the provisions
of a separate agreement with the Issuer filed herewith which is made a part hereof by this
reference. Registrar shall maintain the books of the Issuer for the registration of
ownership of the Bonds for the payment of principal of and interest on the Bonds as
provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the
Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the
provisions for registration and transfer contained in the Bonds and in this Resolution.
(b) Transfer. The ownership of any Bond may be transferred only upon the
Registration Books kept for the registration and transfer of Bonds and only upon
surrender thereof at the office of the Registrar together with an assignment duly executed
by the holder or his duly authorized attorney in fact in such form as shall be satisfactory
to the Registrar, along with the address and social security number or federal employer
identification number of such transferee (or, if registration is to be made in the name of
multiple individuals, of all such transferees). In the event that the address of the
registered owner of a Bond (other than a registered owner which is the nominee of the
broker or dealer in question) is that of a broker or dealer, there must be disclosed on the
Registration Books the information pertaining to the registered owner required above.
Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or
denominations permitted by this Resolution in aggregate principal amount equal to the
unmatured and unredeemed principal amount of such transferred fully registered Bond,
and bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
(c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds,
the Registrar shall register, at the earliest practicable time, on the Registration Books, the
Bonds, in accordance with the provisions of this Resolution.
(d) Ownership. As to any Bond, the person in whose name the ownership of
the same shall be registered on the Registration Books of the Registrar shall be deemed
and regarded as the absolute owner thereof for all purposes, and payment of or on
account of the principal of any such Bonds and the premium,_ if any, and interest thereon
shall be made only to or upon the order of the registered owner thereof or his legal
representative. All such payments shall be valid and effectual to satisfy and discharge the
liability upon such Bond, including the interest thereon, to the extent of the sum or sums
so paid.
(e) Cancellation. All Bonds which have been redeemed shall not be reissued
but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar
shall be destroyed and a certificate of the destruction thereof shall be furnished promptly
to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the
cancelled Bonds to the Issuer.
(f) Non - Presentment of Bonds. In the event any payment check representing
payment of principal of or interest on the Bonds is returned to the Paying Agent or if any
bond is not presented for payment of principal at the maturity or redemption date, if funds
sufficient to pay such principal of or interest on Bonds shall have been made available to
the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the
owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate
and be completely discharged, and thereupon it shall be the duty of the Paying Agent to
hold such funds, without liability for interest thereon, for the benefit of the owner of such
Bonds who shall thereafter be restricted exclusively to such funds for any claim of
whatever nature on his part under this Resolution or on, or with respect to, such interest
or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period
equal to two years and six months following the date on which such interest or principal
became due, whether at maturity, or at the date fixed for redemption thereof, or
otherwise, at which time the Paying Agent, shall surrender any remaining funds so held
to the Issuer, whereupon any claim under this Resolution by the Owners of such interest
or Bonds of whatever nature shall be made upon the Issuer.
(g) Registration and Transfer Fees. The Registrar may furnish to each owner, at
the Issuer's expense, one bond for each annual maturity. The Registrar shall furnish
additional bonds in lesser denominations (but not less than the minimum denomination)
to an owner who so requests.
- 12-
Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any
outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall
at the request of Registrar authenticate and deliver a new Bond of like tenor and amount
as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such
mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and
substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence
satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost
and proof of ownership thereof, and upon furnishing the Registrar and Issuer with
satisfactory indemnity and complying with such other reasonable regulations as the Issuer
or its agent may prescribe and paying such expenses as the Issuer may incur in
connection therewith.
Section 10. Record Date. Payments of principal and interest, otherwise than upon
full redemption, made in respect of any Bond, shall be made to the registered holder
thereof or to their designated agent as the same appear on the books of the Registrar on
the 15th day of the month preceding the payment date. All such payments shall fully
discharge the obligations of the Issuer in respect of such Bonds to the extent of the
payments so made. Payment of principal shall only be made upon surrender of the Bond
to the Paying Agent.
Section 11. Execution, Authentication and Delivery of the Bonds. Upon the
adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to
the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of
the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled to
any right or benefit hereunder unless the Registrar shall duly endorse and execute on such
Bond a Certificate of Authentication substantially in the form of the Certificate herein set
forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be
conclusive evidence that the Bond so authenticated has been duly issued under this
Resolution and that the holder thereof is entitled to the benefits of this Resolution.
No Bonds shall be authenticated and delivered by the Registrar unless and until
there shall have been provided the following:
1. A certified copy of the Resolution of Issuer authorizing the issuance of the
Bonds;
2. A written order of Issuer signed by the Treasurer of the Issuer directing the
authentication and delivery of the Bonds to or upon the order of the
Purchaser upon payment of the purchase price as set forth therein;
3. The approving opinion of Ahlers & Cooney, P.C., Bond Counsel,
concerning the validity and legality of all the Bonds proposed to be issued.
- 13 -
Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves
the right to name a substitute, successor Registrar or Paying Agent upon giving prompt
written notice to each registered bondholder.
Section 13. Form of Bond. Bonds shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as
follows:
(6)
(7)
(6)
(8)
(1)
(2)
(3)
(4)
(5)
(9)
(9a)
(10)
(Continued on the back of this Bond)
(11)(12)(13)
(14)
FIGURE 1
(Front)
(15)
FIGURE 2
(Back)
The text of the Bonds to be located thereon at the item numbers shown shall be as
follows:
Item 1, figure 1=
"STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"GENERAL OBLIGATION URBAN RENEWAL BOND"
"SERIES 2012H"
Item 2, figure 1= Rate:
Item 3, figure 1= Maturity:
Item 4, figure 1= Bond Date: the date of delivery
Item 5, figure 1= CUSIP No.:
Item 6, figure 1= "Registered"
Item 7, figure 1= Certificate No.
Item 8, figure 1= Principal Amount: $
Item 9, figure 1= The City of Dubuque, State of Iowa, a municipal corporation
organized and existing under and by virtue of the Constitution and laws of the State of
Iowa (the "Issuer "), for value received, promises to pay from the source and as
hereinafter provided, on the maturity date indicated above, to
Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer
with name of Registered Owner).
Item 10, figure 1 = or registered assigns, the principal sum of (enter principal
amount in long form) THOUSAND DOLLARS in lawful money of the United States of
America, on the maturity date shown above, only upon presentation and surrender hereof
at the designated office of Wells Fargo Bank, National Association, Paying Agent of this
issue, or its successor, with interest on the sum from the date hereof until paid at the rate
per annum specified above, payable on December 1, 2013, and semiannually thereafter
on the 1st day of June and December in each year.
Interest and principal shall be paid to the registered holder of the Bond as shown
on the records of ownership maintained by the Registrar as of the 15th day of the month
preceding such interest payment date. Interest shall be computed on the basis of a 360 -
day year of twelve 30 -day months.
This Bond is issued pursuant to the provisions of Sections 403.12 and 384.25 of
the City Code of Iowa, for the purpose of paying costs of aiding in the planning,
undertaking, and carrying out of urban renewal projects under the authority of chapter
403, including Industrial Park land acquisitions consultant costs, rail platform -
Intermodal Facility, the Multicultural Family Center, a 5th & Bluff ADA restroom,
- 17 -
McAleece Park sidewalks, in conformity to a Resolution of the Council of said City duly
passed and approved.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a limited purpose trust company ( "DTC "), to the Issuer or its
agent for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other Issuer as
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
The Bonds maturing on June 1, 2018 are Term Bonds and are subject to
mandatory redemption prior to maturity by application of money on deposit in the Bond
Fund, at a price of the portion of the principal amount thereof to be redeemed plus
accrued interest at the redemption date of June 1 of each of the years in the principal
amount set opposite each year in the following schedule:
Term Bond
Principal Maturity
Amount June 1st
$140,000 2031
$145,000 2032*
* Final Maturity
All 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.
Thirty days' written notice of redemption shall be given to the registered owner of
the Bond. Failure to give such notice by mail to any registered owner of the Bonds or any
defect therein shall not affect the validity of any proceedings for the redemption of the
Bonds. All bonds or portions thereof called for redemption will cease to bear interest
after the specified redemption date, provided funds for their redemption are on deposit at
the place of payment.
- 18 -
If selection by lot within a maturity is required, the Registrar shall designate the
bonds to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of bonds to be called has been reached.
Ownership of this Bond may be transferred only by transfer upon the books kept
for such purpose by Wells Fargo Bank, National Association, the Registrar. Such transfer
on the books shall occur only upon presentation and surrender of this Bond at the office
of the Registrar as designated below, together with an assignment duly executed by the
owner hereof or his duly authorized attorney in the form as shall be satisfactory to the
Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall,
however, promptly give notice to registered bondholders of such change. All bonds shall
be negotiable as provided in Article 8 of the Uniform Commercial Code and Section
384.31 of the Code of Iowa, subject to the.provisions for registration andtransfer
contained in the Bond Resolution.
And it is hereby represented and certified that all acts, condition's and things
requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had,
to be done, or to be performed precedent to the lawful issue of this Bond, have been
existent, had, done and performed as required by law; that provision has been made for
the levy of a sufficient continuing annual tax on all the taxable property within the
territory of the Issuer for the payment of the principal and interest of this Bond as the
same will respectively become due; that the faith, credit, revenues and resources and all
the real and personal property of the Issuer are irrevocably pledged for the prompt
payment hereof, both principal and interest; and the total indebtedness of the Issuer
including this Bond, does not exceed the constitutional or statutory limitations.
IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to
be signed by the manual signature of its Mayor and attested by the manual signature of its
City Clerk, with the seal of the City impressed hereon, and to be authenticated by the
manual signature of an authorized representative of the Registrar, Wells Fargo Bank,
National Association, Minneapolis, Minnesota.
Item 11, figure 1 = Date of authentication:
Item 12, figure 1 = This is one of the Bonds described in the within mentioned
Resolution, as registered by Wells Fargo Bank, National
Association.
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Registrar
By:
- 19-
Authorized Signature
Item 13, figure 1 = Registrar and Transfer Agent: Wells Fargo Bank, National
Association
Paying Agent: Wells Fargo Bank, National
Association
SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14, figure 1 = (Seal)
Item 15, figure 1 = (Signature Block)
CITY OF DUBUQUE, IOWA
By:
Mayor
ATTEST:
By:
City Clerk
(manual signature)
(manual signature)
Item 16, figure 1 = (Assignment Block)
(Information Required for Registration)
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No.
) the within Bond and does hereby irrevocably constitute and appoint
attorney in fact to transfer the said Bond on the books
kept for registration of the within Bond, with full power of substitution in the premises.
Dated:
(Person(s) executing this Assignment sign(s) here)
SIGNATURE )
GUARANTEED)
IMPORTANT - READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written upon
the face of the certificate(s) or bond(s) in every particular without alteration or
enlargement or any change whatever. Signature guarantee must be provided in
accordance with the prevailing standards and procedures of the Registrar and
Transfer Agent. Such standards and procedures may require signature to be
guaranteed by certain eligible guarantor institutions that participate in a recognized
signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification
Number of Transferee(s)
Transferee is a(n):
Individual* Corporation
Partnership Trust
*If the Bond is to be registered in the names of multiple individual owners, the names of
all such owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Bond,
shall be construed as though written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MIN ACT - Custodian
(Cust) (Minor)
-21-
Under Iowa Uniform Transfers to Minors Act
(State)
ADDITIONAL ABBREVIATIONS MAY
ALSO BE USED THOUGH NOT IN THE ABOVE LIST
Section 14. Contract Between Issuer and Purchaser. This Resolution constitutes a
contract between said City and the purchaser of the Bonds.
Section 15. Non - Arbitrage Covenants. The Issuer reasonably expects and
covenants that no use will be made of the proceeds from the issuance and sale of the
Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage
bonds within the meaning of Sections 148(a) and (b) of the Internal Revenue Code of the
United States, as amended, and that throughout the term of the Bonds it will comply with
the requirements of statutes and regulations issued thereunder.
To the best knowledge and belief of the Issuer, there are no facts or circumstances
that would materially change the foregoing statements or the conclusion that it is not
expected that the proceeds of the Bonds will be used in a manner that would cause the
Bonds to be arbitrage bonds. Without limiting the generality of the foregoing, the Issuer
hereby agrees to comply with the provisions of the Tax: Exemption Certificate and the
provisions of the Tax Exemption Certificate are hereby incorporated by reference as part
of this Resolution. The Treasurer is hereby directed to make and insert all calculations
and determinations necessary to complete the Tax Exemption Certificate in all respects
and to execute and deliver the Tax Exemption Certificate at issuance of the Bonds to
certify as to the reasonable expectations and covenants of the Issuer at that date.
Section 16. Severability Clause. If any section, paragraph, clause or provision of
this Resolution be held invalid, such invalidity shall not affect any of the remaining
provisions hereof, and this Resolution shall become effective immediately upon its
passage and approval.
Section 17. Continuing Disclosure. The Issuer hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate, and the provisions of the Continuing Disclosure Certificate are hereby
incorporated by reference as part of this Resolution and made a part hereof.
Notwithstanding any other provision of this Resolution, failure of the Issuer to comply
with the Continuing Disclosure Certificate shall not be considered an event of default
under this Resolution; however, any holder of the Bonds or Beneficial Owner may take
such actions as may be necessary and appropriate, including seeking specific
performance by court order, to cause the Issuer to comply with its obligations under the
Continuing Disclosure Certificate. For purposes of this section, "Beneficial Owner"
- 22 -
means any person which (a) has the power, directly or indirectly, to vote or consent with
respect to, or to dispose of ownership of, any Bond (including persons holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of
any Bonds for federal income tax purposes.
Section 18. Additional Covenants, Representations and Warranties of the Issuer.
The Issuer certifies and covenants with the purchasers and holders of the Bonds from
time to time outstanding that the Issuer through its officers, (a) will make such further
specific covenants, representations and assurances as may be necessary or advisable; (b)
comply with all representations, covenants and assurances contained in the Tax
Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the
contract between the Issuer and the owners of the Bonds;(c) consult with bond counsel
(as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary,
such sums of money representing required rebates of excess arbitrage profits relating to
the Bonds;(e) file such forms, statements and supporting documents as may be required
and in a timely manner; and (f) if deemed necessary or advisable by its officers, to
employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the
Issuer in such compliance.
Section 19. Amendment of Resolution to Maintain Tax Exemption. This
Resolution may be amended without the consent of any owner of the Bonds if, in the
opinion of bond counsel, such amendment is necessary to maintain tax exemption with
respect to the Bonds under applicable Federal law or regulations.
Section 20. Repeal of Conflicting Resolutions or Ordinances. That all ordinances
and resolutions and parts of ordinances and resolutions in conflict herewith are hereby
repealed.
PASSED AND APPROVED this 19th
ATTEST:
day of November
, 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 20th day of
November, 2012.
(SEAL)
00904231 -1 \10422 -139
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City Cle , City of Dubuque, ate of Iowa
ROLL CALL ORDER FOR MEETING OF 11/19/2012
Lynch, Resnick, Sutton, Braig, Buol, Connors, Jones
CITY OF DUBUQUE,IOWA
CITY COUNCIL MEETING
Historic Federal Building
350 W. 6th Street
November 19, 2012
Council meetings are video streamed live and archived at
www.citvofdubuque.orq /media and on Dubuque's CityChannel on the
Mediacom cable system at Channel 8 (analog) and 97.2 (digital).
REGULAR SESSION
6:30 PM
PLEDGE OF ALLEGIANCE
MOMENT OF SILENCE
May the spirit of wisdom keep our hearts and minds open as we endeavor to serve the common good.
PRESENTATION(S)
1. 1000 Friends of Iowa - 2012 Best Development Awards
Planning Services Laura Carstens to present the 2012 Best Development Awards from the 1000 Friends of Iowa for the Historic
Millwork District Complete Streets Project (New Civic Project) and Riverworks Development (Mixed Use Project).
1000 Friends of Iowa Letter
CONSENT ITEMS
The consent agenda items are considered to be routine and non - controversial and all consent items will be normally voted upon in a single
motion without any separate discussion on a particular item. If you would like to discuss one of the Consent Items, please go to the microphc
and be recognized by the Mayor and state the item you would like removed from the Consent Agenda for separate discussion and
consideration.
1. Minutes and Reports Submitted
City Council proceedings of 11/5, Civic Center Advisory Commission of 7/23, Investment Oversight Advisory Commission of 10/24,
Safe Community Advisory Committee of 9/12, Zoning Advisory Commission of 11/7, Zoning Board of Adjustment of 10/25, Proof of
Publication for City Council proceedings of 10/15
Suggested Disposition: Receive and File
City Council Proceedings 11/5, Civic Center Minutes 7/23 Investment Oversight Minutes 10/24, Safe Community Minutes 9/12 Zoning
Advisory Minutes 11/7, Zoning Board of Adjustment Minutes 10/25, Proof - City Council Proceedings 10/15
2. Notice of Claims and Suits
Lyle Christopherspn for vehicle damage.
Suggested Disposition: Receive and File; Refer to City Attorney
Christopherson Claim
3. Preferred Health Choices - Administrative Services Amendment V
City Manager recommending approval to increase the monthly administrative services fee; to approve Amendment V of the
Administrative Services Agreement with Health Choices to provide COBRA administration, payment collection and distribution of the
certificates of credible coverage services; and authorize the City Manager to sign the amendment.
Suggested Disposition: Receive and File; Approve
Administrative Services Amendments - Preferred Health Choices -MVM Memo, COBRA Notice Administration,
4. Total Administrative Services Corporation (TASC) - Approval of Renewal Rates
City Manager recommending approval of the administrative services fee of Total Administrative Services Corporation (TASC), the
City's flexible spending plan administrator, effective January 1, 2013, through December 31, 2015.
Q,.earinc+e.r ne..eo.,e •.,.l rill.• A.,nrr.,e