Bonds, Parking Ramps, Series 2006B
D~~~E
~~~
MEMORANDUM
April 10, 2006
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Procedure to Complete Action of Issuance of $910,000 General Obligation
Urban Renewal Bonds, Series 2006B to Support Restoration Projects at
the Locust Street and Iowa Street Parking Ramps
Finance Director Ken TeKippe is recommending the procedure to complete action of
issuance of $910,000 General Obligation Urban Renewal Bonds, Series 2006B to
support restoration projects at the Locust Street and Iowa Street Parking Ramps.
The first resolution appoints Wells Fargo Bank, National Association of Des Moines,
Iowa, to serve as paying agent, bond registrar, and transfer agent, and authorizing the
execution of the agreement. The second resolution authorizes approval of Tax
Exemption Certificate, approval of Continuing Disclosure Certificate and authorizes the
issuance of the bonds.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
/11, 1 L/ /11 IL
/tt.'. bL.l-l' ~.
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
Ken TeKippe, Finance Director
Th7B~E
~<!k-~
Memorandum
TO:
FROM:
Michael C. Van Milligen, City Manager
~C;~
Ken TeKippe, Finance Director
SUBJECT:
Procedure to Complete Action of Issuance of $910,000 General Obligation
Urban Renewal Bonds, Series 2006B to Support Restoration Projects at
the Locust Street and Iowa Street Parking Ramps
DATE:
April 10, 2006
The purpose of this memorandum is to provide suggested proceedings to complete the
action required on the recent bond issue.
The first resolution appoints Wells Fargo Bank, National Association of Des Moines,
Iowa 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.
The second resolution authorizes approval of Tax Exemption Certificate, approval of
Continuing Disclosure Certificate and authorizes the issuance of the bonds in
accordance with the terms of the bid previously accepted by the City Council on the
date of the sale.
This is the final City Council action required on the bond issue.
KT/jg
Enclosures
. .
AHLERS &COONEY, P.C.
ATTORNEYS AT LAW
100 COURT AVENUE. SUITE 600
OES MOINES. IOWA 50309-2231
PHONE 515-263-7611
FAlC 515-243-2149
WWW.AHLERSLAW.COM
WILLIAM J. NOTH
WNOTHOAHLERSLAW.COM
Direct Dial:
15151246-0332
April 6, 2006
BY FED-X
Mr. Ken TeKippe
Finance Officer
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001-4864
RE: $910,000 General Obligation Urban Renewal Bonds, Series 2006B
Dear Mr. TeKippe:
Enclosed are documents to complete Council action in connection with the
authorization for the issuance ofthe above Bonds.
A. The Council procedure consists of the following:
I. Resolution Appointing Registrar and Paying Agent. This resolution
appoints Wells Fargo Bank, N.A. to serve as Registrar. The
appropriate agreement has been forwarded to Wells Fargo Bank,
N.A. for execution, and will be sent to you directly for signature.
2. Resolution authorizing the issuance of the Bonds. The resolution
also incorporates by reference the form of the Tax Exemption
Certificate and 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.
WISHARD &. BAilY -1888; GUERNSEY & BAllY- 1893; BAilY & STIPP -1901: STIPP. PERRY. BANNISTER & STARZINGER - 1914: BANNISTER. CARPENTER,
AHLERS & COONEY - 1950: AHLERS, CoONEY, DORWEILER, ALLBEE. HAYNIE & SMITH - , 974: AHLERS. COONEY, OORWEILER, HAYNIE. SMITH & ALLBEE. P,C. - '990
April 6, 2006
Page 2
The resolution must be adopted by an affirmative vote equal to a
majority ofthe 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 contains 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 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, 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 Bond Nos. 1-15. inclusive. The Bonds are enclosed to be
executed by the Mayor and the City Clerk in the spaces provided and
impressed with the City's seal. The Registrar also needs to sign the
same. The Date of Authentication will be the date of closing. Tags
are attached to Bond No. I showing where signatures and dates
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. Please note that the Delivery Certificate
requires a local bank official's signature on the last page. 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.
WISHARD & BAilY -1888; GUERNSEY & BAllY- 1893: BAilY & STIPP -1901; STIPP, PERRY, BANNISTER & STARZINGER. 19111: BANNISTER, CARPENTER.
AHLERS & COONEY - 1950: AHLERS. COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974: AHLERS. CoONEY, DORWEllER. HAYNIE, SMITH & ALLBEE. P.C. - 1990
. .
April 6, 2006
Page 3
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. Please return the "Complete and Return" copy
to us prior to closing.
8. 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.
9. 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.
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.
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 as a part of the
City's permanent records. I will not attempt to surnmarize all ofthe 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.
In addition, 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
WISHARD & BAILY. 1888; GUERNSEY & BAilY -1893; BAilY & STIPP - 1901; STIPP, PERRY. BANNISTER & STARZINOER -1914; BANNISTER, CARPENTER.
AHLERS & COONEY -1950,AHLERS. COONEY, OORWEllER. ALLBEE. HAYNIE & S~ITH -1974;AHLERS. COONEY, DORWEILER. HAYNIE, SMITH & ALLBEE, P,C. -1990
April 6, 2006
Page 4
prevented from expending the Bond proceeds fully within three years, that matter should
be referred to us.
These Bonds are also issued under the expectation that the City will be exempt
from the requirement to rebate arbitrage earnings to the United States Government since
you intend to spend the proceeds ofthe Bonds for construction purposes within two (2)
years of issuance and meet the other requirements of the two-year expenditure exemption
from the rebate provisions.
There are a number of other general promises and commitments by the City to take
or refrain from action, which are necessary to maintain the tax exemption of these Bonds.
You should recognize that these promises and commitments are required of the City on an
ongoing basis and that the possibility of some additional future action does exist.
Continuing Disclosure Certificate
Effective July 3, 1995, the Securities and Exchange Commission approved
amendments to SEC Rule 15c2-12, generally prohibiting the underwriting and
recommendation to the public of municipal securities for which adequate secondary
market information is not available. The new 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 ofthe City are outlined in the Continuing Disclosure Certificate.
The Continuing Disclosure Certificate requires the City to provide annual financial
information and operating data to certain information repositories so long as the Bonds
are outstanding, and also to provide notice to those repositories if certain material events
occur which could impact the ability to pay principal and interest on the Bonds. The
information to be provided annually is for the most part the same sort of data which is
included in the Official Statement. The eleven (II) material 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.
WISHARD &. BAlLY ~ 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
. >
April 6, 2006
Page 5
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 ofthe 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 May 2, 2006.
At the time of closing, the "Purchaser's" copies of the above items and the original Bonds
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.
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.
Yours very truly,
William J. Noth
WJN:dc
encl.
cc; Barry Lindahl
Tionna Pooler
DCORNELLI488829.1 IWPl1 0422071
WISHARD & BAllY-l888; GUERHSEY & BAILY- 18931 BAilY & STIPP -1901. STIPP. PERRY. BANNISTER & STARZINGER -19"4; BANNISTER. CARPENTER,
AHLERS & COONEY - 1950; AHLERS. COONEY, DORWEILER. ALLBEE. HAYNIE & SMITH - '974; AHLERS. COONEY. DORWE1LER. HAYNIE, SMITH & ALLBEE. P.C. - 1990
.
,
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body:
The City Council of Dubuque, Iowa.
Date of Meeting:
April 17
,2006.
Time of Meeting:
6:30
o'clock p.M.
Place of Meeting:
Auditorium, Camegie-Stout Public Library, Dubuque, Iowa.
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental
body will meet at the date, time and place above set out. The tentative agenda for said
meeting is as follows:
$910,000 General Obligation Urban Renewal Bonds, Series 2006B
. 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 11 page(s) attached hereto.
(number)
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of said governmental body.
tirJ~~~/L2J
ity Clerk, Dubuque, Iowa
April 18
,2006
The City Council of Dubuque, Iowa, met in Regular
Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa, at
the above date. There were present Mayor Roy D. Buol
following named Council Members:
session, in the
6: 30 o'clock -E.M., on
, in the chair, and the
Karla Braig, Patricia Cline, Joyce Connors,
Ric Jones, Kevin Lynch, Ann Michalski
Absent:
None
********
-1-
Council Member Joyce Connors introduced the following resolution
entitled "RESOLUTION APPOINTING WELLS FARGO BANK, NATIONAL
ASSOCIATION OF DES MOINES, IOWA, 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 Kev in Lynch seconded the motion to adopt. The roll was called
and the vote was,
AYES:
Buol, Braig, Cline, Connors,
Jones, Lynch, Michalski
NAYS: None
Whereupon, the Mayor declared the resolution duly adopted as follows:
RESOLUTION #140-06
RESOLUTION APPOINTING WELLS FARGO BANK,
NATIONAL ASSOCIATION OF DES MOINES, IOWA, 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 ofIowa,
$910,000 General Obligation Urban Renewal Bonds, Series 2006B, 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 ofthe Bonds; and
WHEREAS, this Council has deemed that the services offered by Wells Fargo
Bank, National Association of Des Moines, Iowa, are necessary for compliance with
rules, regulations, and requirements governing the registration, transfer and payment of
registered Bonds; and
-2-
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.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
DUBUQUE, IOWA:
Section 1. That Wells Fargo Bank, National Association of Des Moines, Iowa, is
hereby appointed to serve as Paying Agent, Bond Registrar and Transfer Agent in
connection with the issuance of $910,000 General Obligation Urban Renewal Bonds,
Series 2006B, dated the date of delivery.
Section 2. That the Agreement with Wells Fargo Bank, National Association of
Des Moines, Iowa, is hereby approved and that the Mayor and Clerk are authorized to
sign the Agreement on behalf of the City.
PASSED AND APPROVED this 17th day of April, 2006.
Roy D. Buol, Mayor
Attest:
Jeanne F. Schneider, City Clerk
CIG-3
9/91
CERTIFICATE
STATE OF IOWA
)
) SS
)
COUNTY OF DUBUQUE
I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is
a true and complete copy of the portion of the corporate records of said Municipality
showing proceedings of the Council, and the same is a true and complete copy of the
action taken by said Council with respect to said matter at the meeting held on the date
indicated in the attachment, which proceedings remain in full force and effect, and have
not been amended or rescinded in any way; that meeting and all action thereat was duly
and publicly held in accordance with a notice of meeting and tentative agenda, a copy of
which was timely served on each member of the Council and posted on a bulletin board
or other prominent place easily accessible to the public and clearly designated for that
purpose at the principal office of the Council (a copy of the face sheet of said agenda
being attached hereto) pursuant to the local rules of the Council and the provisions of
Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at
least twenty-four hours prior to the commencement of the meeting as required by said law
and with members of the public present in attendance; I further certify that the individuals
named therein were on the date thereof duly and lawfully possessed of their respective
city offices as indicated therein, that no Council vacancy existed except as may be stated
in said proceedings, and that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City or the right
of the individuals named therein as officers to their respective positions.
WITNESS my hand and the seal of said Municipality hereto affixed this 18th
day of Apri 1 ,2006.
~/
ity Clerk, Dubuque, Iowa
SEAL
DCORNELL\488501. !\WP\! 0422071
-4-
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body:
The City Council of Dubuque, Iowa.
Date of Meeting:
April 17
,2006.
Time of Meeting:
6:30
o'clock P.M.
Place of Meeting:
Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa.
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental
body will meet at the date, time and place above set out. The tentative agenda for said
meeting is as follows:
$910,000 General Obligation Urban Renewal Bonds, Series 2006B
Approval of Tax Exemption Certificate.
Approval of Continuing Disclosure Certificate.
Resolution authorizing the issuance.
Such additional matters as are set forth on the additional__l1-_ page(s) attached hereto.
(number)
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of said governmental body.
April 17 2006
,
The City Council of Dubuque, Iowa, met in Reg ul a r session, in the
-----
Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa, at __~~i.2...-_ o'clock ~_.M.,
on the above date. There were present Mayor _l3c"-Y D. Buo 1 , in the chair,
and the following named Council Members:
Karla Braig, Patricia Cline, Joyce Connors,
Ric Jones, Kevin Lynch, Ann Michalski
Absent:
None
* * * * * * *
-1-
Council Member Joyce Connors moved that the form of Tax
Exemption Certificate be placed on file and approved. Council Member
Kevin Lynch seconded the motion. The roll was called and the vote was,
AYES:
Braig, Buol, Cline, Connors,
Jones, Lynch, Michalski
NAYS:
None
Council Member Joyce Connors moved that the form of Continuing
Disclosure Certificate be placed on file and approved. Council Member
__~~~j!,__~Z.':'..c:..~______ seconded the motion. The roll was called and the vote was,
AYES:
Braig, Buol, Cline, Connors,
Jones, Lynch, Michalski
NAYS:
None
Council Member Joyce Connors introduced the following
Resolution entitled "RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $910,000 GENERAL OBLIGATION URBAN RENEWAL BONDS,
SERIES 2006B, AND LEVYING A TAX TO PAY SAID BONDS" and moved that it be
adopted. Council Member Kevin Lynch seconded the motion to adopt,
and the roll being called thereon, the vote was as follows:
-2-
AYES:
Braig, Buol, Cline, Connors,
Jones, Lynch, Michalski
NAYS:
None
Whereupon, the Mayor declared said Resolution duly adopted as follows:
RESOLUTION #141-06
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $910,000 GENERAL OBLIGATION URBAN
RENEW AL BONDS, SERIES 2006B, AND LEVYING A TAX TO PAY
SAID BONDS
WHEREAS, the Issuer is duly incorporated, organized and exists under and by
virtue of the laws and Constitution of the State of Iowa; and
WHEREAS, the Issuer is in need of funds to pay costs of aiding in the planning,
undertaking and carrying out of urban renewal project activities under the authority of
Chapter 403 of the Code ofIowa and the Urban Renewal Plan for the Greater Downtown
Urban Renewal District, including those costs associated with the construction of
improvements to the Iowa Street and Locust Street public parking ramp facilities,
essential corporate purposes, and it is deemed necessary and advisable that General
Obligation Urban Renewal Bonds in the amount of $910,000 be issued for said purpose;
and
WHEREAS, pursuant to notice published as required by Section 403.12, this
Council has held a public meeting and hearing upon the proposal to institute proceedings
for the issuance of not to exceed $910,000 in principal amount of general obligation
bonds for the above described purposes; and no petition was filed in the manner provided
by Section 362.4 of the City Code ofIowa, pursuant to the provisions of Sections 403.12
and 384.24(3)(q), and aU objections, if any, to such Council action made by any resident
or property owner of said City were received and considered by the Council;
WHEREAS, it is appropriate that the general obligation bonds to be issued for
such urban renewal purposes be authorized for issuance and sold as a separate series of
bonds under Section 403.12 of the Code ofIowa, to be designated as Series 2006B as
hereinafter set forth, and that incremental tax revenues from the Greater Downtown
-3-
Urban Renewal Area be applied to abate the levy of taxes pledged to the repayment of
such bonds; 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:
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 $910,000 General Obligation Urban Renewal
Bonds, Series 2006B, authorized to be issued by this Resolution.
. "Cede & Co." shall mean Cede & Co., the nominee ofDTC, 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.
-4-
. "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.
. "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
Des Moines, Iowa, or such successor as may be approved by Issuer as provided
herein and who shall carry out the duties prescribed herein with respect to
maintaining a register of the owners of the Bonds. Unless otherwise specified, the
Registrar shall also act as Transfer Agent for the Bonds.
. "Representation Letter" shall mean the Blanket Issuer Letter of
Representations executed and delivered by the Issuer to 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 City Treasurer or such other officer as
shall succeed to the same duties and responsibilities with respect to the recording
and payment of the Bonds issued hereunder.
-5-
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:
AMOUNT
FISCAL YEAR (JULY I TO JUNE 30)
YEAR OF COLLECTION:
$157,617
82,568
80,768
83,943
81,908
79,845
82,755
80,445
83,105
85,538
82,703
84,833
86,720
83,360
2007/2008
2008/2009
2009/20 I 0
2010/2011
2011/2012
2012/2013
2013/2014
2014/2015
2015/2016
2016/2017
2017/2018
2018/2019
2019/2020
2020/2021
(NOTE: For example the levy to be made and certified against the taxable
valuations of January 1,2005, will be collected during the fiscal year commencing
July 1,2006).
(b) Resolution to be Filed With County Auditor. A certified copy of this
Resolution should be filed with the County Auditor of Dubuque County, Iowa, and
said Auditor is hereby instructed in and for each of the years as provided, to levy
and assess the tax hereby authorized in Section 2 of this Resolution, in like manner
as other taxes are levied and assessed, and such taxes so levied in and for each of
the years aforesaid be collected in like manner as other taxes of the City are
collected, and when collected be used for the purpose of paying principal and
interest on said Bonds issued in anticipation of said tax, and for no other purpose
whatsoever.
-6-
(c) Additional City Funds A yailable. Incremental tax revenues resulting from the
division of taxes authorized under Section 403.19 of the Code of Iowa in respect of the
Greater Downtown Urban Renewal District shall be certified annually as provided by law
and applied to abate the foregoing tax levies. Principal and interest coming due at any
time when the proceeds of said tax on hand shall be insufficient to pay the same shall be
promptly paid when due from current funds of the City available for that purpose and
reimbursement shall be made from such special fund in the amounts thus advanced.
Section 3. Bond Fund. Said tax shall be collected each year at the same time and
in the same manner as, and in addition to, all other taxes in and for the City, and when
collected they shall be converted into a special fund within the Debt Service Fund to be
known as the "GENERAL OBLlGA TION URBAN RENEW AL BOND FUND 2006B"
(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 purposc, 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 l2B, Code of Iowa, 2005 (formerly Chapter 452, Code of Iowa, 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 anyone financial institution shall be continuously secured in compliance
with the State Sinking Fund provided under Chapter 12C of the Code of Iowa, 2005, 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.
-7-
Section 6. Bond Details, Execution and Redemption.
(a) Bond Details. General Obligation Urban Renewal Bonds of the City in the
amount of $910,000, shall be issued pursuant to the provisions of Sections 403.12 and
384.24(3)(q) of the Code ofIowa for the aforesaid purpose. The Bonds shall be
designated "GENERAL OBLIGATION URBAN RENEWAL BOND, SERIES 2006B",
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 I, 2006, and
semiannually thereafter on the 1st day of June and December in each year until maturity at
the rates hereinafter provided.
The Bonds shall be executed by the manual or facsimile signature of the Mayor
and attested by the manual or facsimile signature of the Clerk, and impressed or printed
with the seal of the City and shall be fully registered as to both principal and interest as
provided in this Resolution; principal, interest and premium, if any, shall be payable at the
office of the Paying Agent by mailing of a check to the registered owner of the Bond.
The Bonds shall be in the denomination of $5,000 or multiples thereof. The Bonds shall
mature and bear interest as follows:
Interest Principal Maturity
Rate Amount June 1st
3.55% $40,000 2007
3.55 45,000 2008
3.60 50,000 2009
3.65 50,000 2010
3.70 55,000 2011
3.75 55,000 2012
3.80 55,000 2013
3.85 60,000 2014
3.90 60,000 2015
3.95 65,000 2016
4.05 70,000 2017
4.10 70,000 2018
4.15 75,000 2019
4.20 80,000 2020
4.20 80,000 2021
-8-
(b) Redemption. Bonds maturing after June 1,2014 may be called for redemption
by the Issuer and paid before maturity on said date or any date thereafter, from any funds
regardless of source, in whole or from time to time in part, in any order of maturity and
within an annual maturity by lot. The terms of redemption shall be par, plus accrued
interest to date of call.
Thirty days' notice ofredemption shall be given by certified mail to the registered
owner of the Bond. Failure to give such notice by mail to any registered owner of the
Bonds or any defect therein shall not affect the validity of any proceedings for the
redemption of the Bonds. All bonds or portions thereof called for redemption will cease
to bear interest after the specified redemption date, provided funds for their redemption
are on deposit at the place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the
bonds to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of bonds to be called has been reached.
Section 7. Issuance of Bonds in Book-Entrv 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 8: Co. on the interest
payment date for the Bonds at the address indicated in or pursuant to the Representation
Letter.
(b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent
shall have any responsibility or obligation to any Participant or to any Beneficial Owner.
Without limiting the immediately preceding sentence, neither the Issuer nor the Paying
Agent shall have any responsibility or obligation with respect to (i) the accuracy of the
records of DTC or its nominee or of any Participant with respect to anv 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
-9.
the BuD
of allY
cr;
)J1
J
r (iv) the failure of DTC to provide any information or notification on behalf
"cipant or Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC
ominee to be, the absolute owner of each Bond for the purpose of payment of the
pal of, premium, if any, and interest on such Bond, for the purpose of all other
rs with respect to such Bond, for the purpose of registering transfers with respect to
L Bonds, and for all other purposes whatsoever (except for the giving of certain
,ndholder consents, in accordance with the practices and procedures of DTC as may be
,pplicable thereto). The Paying Agent shall pay all principal of, premium, if any, and
mterest 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 DTe has resigned or discontinued its services for the Bonds, if
such substitution is authorized by law, the Issuer shall (A) designate a satisfactory
substitute depository as set forth below or, if a satisfactory substitute is not found,
(B) provide for the exchange of Depository Bonds for replacement Bonds in Authorized
Denominations.
(d) To the extent authorized by law, if the Issuer determines to provide for the
exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall
so notify the Paying Agent and shall provide the Registrar with a supply of executed
unauthenticated Bonds to be so exchanged. The Registrar shall thereupon notify the
owners of the Bonds and provide for such exchange, and to the extent that the Beneficial
Owners are designated as the transferee by the owners, the Bonds will be delivered in
appropriate form, content and Authorize(i 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
-10-
agency" as provie.c c. in Section 17 A of the Securities Exchange Act of 1934, as amended.
The substitute Gnnitory shall provide for (i) immobilization of the Depository Bonds,
(ii) registration ""c transfer of interests in Depository Bonds by book entries made on
records of the oeno'I1ory or its nominee and (iii) payment of principal of, premium, if
any, and intereCl or. the Bonds in accordance with and as such interests may appear with
respect to such book entries.
Section f. Legistration of Bonds; Appointment of Registrar: Transfer; Ownership;
Delivery; and Canee llation.
(a) Regi;.tn.tion. The ownership of Bonds may be transferred only by the making
of an entry UpOli Ii]e books kept for the registration and transfer of ownership of the
Bonds, and in I]C olher way. Wells Fargo Bank, National Association is hereby appointed
as Bond Registr"I unGer 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.) Reri;tr3r shall maintain the books of the Issuer for the registration of
ownership of the E onds for the payment of principal of and interest on the Bonds as
provided in thi;' h"olution. All Bonds shall be negotiable as provided in Article 8 of the
Uniform Commereic I Code and Section 384.31 of the Code of Iowa, subject to the
provisions for rcrimation and transfer contained in the Bonds and in this Resolution.
(b) Tranej OJ. The ownership of any Bond may be transferred only upon the
Registration Book; Kept for the registration and transfer of Bonds and only upon
surrender thereof n the office of the Registrar together with an assignment duly executed
by the holder or hi, ouly authorized attorney in fact in such form as shall be satisfactory to
the Registrar, '.JOI,p 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 individlli,j" of all such transferees). In the event that the address of the
registered owner ef ,. Bond (other than a registered owner which is the nominee of the
broker or dealer II'. cuestion) is that of a broker or dealer, there must be disclosed on the
Registration Boor, the information pertaining to the registered owner required above.
Upon the tramier oj any such Bond, a new fully registered Bond, of any denomination or
denominatiom pCfmitted by this Resolution in aggregate principal amount equal to the
unmatured ane urdTGeemed principal amount of such transferred fully registered Bond,
and bearing inter,,! al the same rate and maturing on the same date or dates shall be
delivered by tl" l,egistrar.
(e) Re~imiltjon of Transferred Bonds. In all cases of the transfer of the Bonds,
the Registrar ,iii.1. rcrister, at the earliest practicable time, on the Registration Books, the
Bonds. in accoJ'(;;"OO with the provisions of this Resolution.
-11-
(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.
(I) Non-Presentment of Bonds. In the event any payment check representing
payment of principal of or interest on the Bonds is returned to the Paying Agent or if any
bond is not presented for payment of principal at the maturity or redemption date, if funds
sufficient to pay such principal of or interest on Bonds shall have been made available to
the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the
owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate
and be completely discharged, and thereupon it shall be the duty of the Paying Agent to
hold such funds, without liability for interest thereon, for the benefit of the owner of such
Bonds who shall thereafter be restricted exclusively to such funds for any claim of
whatever nature on his part under this Resolution or on, or with respect to, such interest or
Bonds. The Paying Agent's obligation to hold such funds shall continue for a period
equal to two years and six months following the date on which such interest or principal
became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise,
at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer,
whereupon any claim under this Resolution by the Owners of such interest or Bonds of
whatever nature shall be made upon the Issuer.
(g) Registration and Transfer Fees. The Registrar may furnish to each owner, at
the Issuer's expense, one bond for each annual maturity. The Registrar shall furnish
additional bonds in lesser denominations (but not less than the minimum denomination)
to an owner who so requests.
Section 9. Reissuance of Mutilated, Destroved, 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
-12-
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 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 I I. Execution. Authentication and Deliverv 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:
I. 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.
-14-
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:
I (6) I I (6) I
I (7) I I (8) I
I (I) I
I (2) I I (3) I I (4) I I (5) I
(9)
I (9a) I
(10)
(Continued on the back of this Bond)
I (l1)(]2)(l3) I I (14) I I (]5) I
FIGURE I
(Front)
-]5-
(10)
(Continued)
(16)
FIGURE 2
(Back)
-16-
The text of the Bonds to be located thereon at the item numbers shown shall be as
follows:
Item I, figure I =
Item 2, figure I
Item 3, figure I
Item 4, figure I
Item 5, figure I
Item 6, figure I
Item 7, figure I =
Item 8, figure I =
"STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"GENERAL OBLIGA nON URBAN RENEW AL BOND"
"SERIES 2006B"
Rate:
Maturity:
Bond Date: May 2,2006
Cusip No.:
"Registered"
Certificate No.
Principal Amount: $
Item 9, figure 1 = The City of Dubuque, Iowa, a municipal corporation
organized and existing under and by virtue of the Constitution and laws of the State of
Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter
provided, on the maturity date indicated above, to
Item 9A, figure I = (Registration panel to be completed by Registrar or Printer
with name of Registered Owner).
Item 10, figure I = or registered assigns, the principal sum of (principal amount
written out) THOUSAND DOLLARS in lawful money of the United States of America,
on the maturity date shown above, only upon presentation and surrender hereof at the
office of Wells Fargo Bank, National Association, Paying Agent of this issue, or its
successor, with interest on said sum from the date hereof until paid at the rate per annum
specified above, payable on December 1, 2006, 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 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 384.24(3)(q)
of the Code of Iowa, for the purpose of paying costs of aiding in the planning,
-17-
undertaking and carrying out of urban renewal project activities under the authority of
Chapter 403 of the Code of Iowa and the Urban Renewal Plan for the Greater Downtown
Urban Renewal District, including those costs associated with the construction of
improvements to the Iowa Street and Locust Street public parking ramp facilities, 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 entity as
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
Bonds maturing after June I, 2014 may be caned 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
ofcal!.
Thirty days' notice of redemption shan be given by certified mail to the registered
owner of the Bond. Failure to give such notice by mail to any registered owner of the
Bonds or any defect therein shan not affect the validity of any proceedings for the
redemption of the Bonds. An bonds or portions thereof caned 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 shan 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 caned has been reached.
Ownership of this Bond may be transferred only by transfer upon the books kept
for such purpose by Wens Fargo Bank, National Association, the Registrar. Such transfer
on the books shan 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 shan be satisfactory to the
Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shan,
however, promptly give notice to registered bondholders of such change. An bonds shan
-18-
be negotiable as provided in Article 8 of the Uniform Commercial Code and Section
384.31 of the Code ofIowa, subject to the provisions for registration and transfer
contained in the Bond Resolution.
This Bond is a "qualified tax-exempt obligation" designated by the City for
purposes of Section 265(b)(3)(B) of the Internal Revenue Code of 1986.
And it is hereby represented and certified that all acts, conditions and things
requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had,
to be done, or to be performed precedent to the lawful issue of this Bond, have been
existent, had, done and performed as required by law; that provision has been made for
the levy of a sufficient continuing annual tax on all the taxable property within the
territory of the Issuer for the payment of the principal and interest of this Bond as the
same will respectively become due; that the faith, credit, revenues and resources and all
the real and personal property of the Issuer are irrevocably pledged for the prompt
payment hereof, both principal and interest; and the total indebtedness of the Issuer
including this Bond, does not exceed the constitutional or statutory limitations.
IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to
be signed by the manual signature of its Mayor and attested by the manual signature of its
City Clerk, with the seal of said City impressed hereon, and to be authenticated by the
manual signature of an authorized representative of the Registrar, Wells Fargo Bank,
National Association, Des Moines, Iowa.
Item I I, figure I = 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:
A uthorized Signature
Item 13, figure I = Registrar and Transfer Agent:
Wells Fargo Bank, National Association
Paying Agent: Wells Fargo Bank, National Association
SEE REVERSE FOR CERTAIN DEFINITIONS
-19-
Item 14, figure I = (Seal)
Item 15, figure I = [Signature Block]
CITY OF DUBUQUE, lOW A
By:
(manual signature)
Mayor
ATTEST:
By:
(manual signature)
City Clerk
Item 16, figure 2 = [Assignment Block]
[Information Required for Registration]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. )
the within Bond and does hereby irrevocably constitute and appoint attorney
in fact to transfer the said Bond on the books kept for registration of the within Bond,
with full power of substitution in the premises.
Dated
(Person(s) executing this Assignment sign(s) here)
SIGN A TURE )
GUARANTEED)
IMPOR T ANT - 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
-20-
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"
Partnership
Corporation
Trust
"If the Bond is to be registered in the names of multiple individual owners, the names of
all such owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Bond,
shall be construed as though written out in full according to applicable laws or
regulations:
TEN COM -
TEN ENT -
IT TEN
as tenants in common
as tenants by the entireties
as joint tenants with right of survivorship and not as tenants in
common
IA UNIF TRANS MIN ACT -
............ Custodian............
(Cust) (Minor)
under Iowa Uniform Transfers
to Minors Act...................
(State)
ADDITIONAL ABBREVIATIONS MA Y
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.
-21-
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. Additional Covenants. Representations and Warranties of the Issuer.
The Issuer certifies and covenants with the purchasers and holders of the Bonds from
time to time outstanding that the Issuer through its officers, (a) will make such further
specific covenants, representations and assurances as may be necessary or advisable; (b)
comply with all representations, covenants and assurances contained in the Tax
Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the
contract between the Issuer and the owners of the Bonds; (c) consult with bond counsel
(as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary,
such sums of money representing required rebates of excess arbitrage profits relating to
the Bonds; (e) file such forms, statements and supporting documents as may be required
and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ
and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in
such compliance.
Section 17. Amendment of Resolution to Maintain Tax Exemption. This
Resolution may be amended without the consent of any owner of the Bonds if, in the
opinion of bond counsel, such amendment is necessary to maintain tax exemption with
respect to the Bonds under applicable Federal law or regulations.
Section 18. Oualified Tax-Exempt Obligations. For the sole purpose of qualifying
the Bonds as "Qualified Tax-Exempt Obligations" pursuant to the Internal Revenue Code
of the United States, the Issuer designates the Bonds as qualified tax-exempt obligations
-22-
and represents that the reasonably anticipated amount of tax-exempt governmental and
Code Section 501(c)3 obligations which will be issued during the current calendar year
will not exceed Ten (10) Million Dollars.
Section 19. Continuing Disclosure. The Issuer hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate, and the provisions of the Continuing Disclosure Certificate are hereby
incorporated by reference as part of this Resolution and made a part hereof.
Notwithstanding any other provision of this Resolution, failure of the Issuer to comply
with the Continuing Disclosure Certificate shall not be considered an event of default
under this Resolution; however, any holder of the Bonds or Beneficial Owner may take
such actions as may be necessary and appropriate, including seeking specific performance
by court order, to cause the Issuer to comply with its obligations under the Continuing
Disclosure Certificate. For purposes of this section, "Beneficial Owner" means any
person which (a) has the power, directly or indirectly, to vote or consent with respect to,
or to dispose of ownership of, any Bond (including persons holding Bonds through
nominees, depositories or other intermediaries), or (b) is treated as the owner of any
Bonds for federal income tax purposes.
Section 20. Severability Clause. If any section, paragraph, clause or provision of
this Resolution be held invalid, such invalidity shall not affect any of the remaining
provisions hereof, and this Resolution shall become effective immediately upon its
passage and approval.
Section 21. Repeal of Conflicting Resolutions or Ordinances. That all ordinances
and resolutions and parts of ordinances and resolutions in conflict herewith are hereby
repealed.
-23-
.
PASSED AND APPROVED this 17th day of April, 2006.
Roy D. Buol, Mayor
ATTEST:
Jeanne F. Schneider,
City Clerk
-24-
CIG-3
9/91
CER TIFICA TE
STATE OF IOWA
)
) SS
)
COUNTY OF DUBUQUE
I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is
a true and complete copy of the portion of the corporate records of said Municipality
showing proceedings of the Council, and the same is a true and complete copy of the
action taken by said Council with respect to said matter at the meeting held on the date
indicated in the attachment, which proceedings remain in full force and effect, and have
not been amended or rescinded in any way; that meeting and all action thereat was duly
and publicly held in accordance with a notice of meeting and tentative agenda, a copy of
which was timely served on each member of the Council and posted on a bulletin board
or other prominent place easily accessible to the public and clearly designated for that
purpose at the principal office of the Council (a copy of the face sheet of said agenda
being attached hereto) pursuant to the local rules of the Council and the provisions of
Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at
least twenty-four hours prior to the commencement of the meeting as required by said law
and with members of the public present in attendance; I further certify that the individuals
named therein were on the date thereof duly and lawfully possessed of their respective
city offices as indicated therein, that no Council vacancy existed except as may be stated
in said proceedings, and that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City or the right
of the individuals named therein as officers to their respective positions.
WITNESS my hand and the seal of said Municipality hereto affixed this 18th
day of ___~2!"_~~___________, 2006.
SEAL
DCORNELL\488494.1 \ WP\ I 0422071
-25-
CIG27.TXT
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed
and delivered by the City of Dubuque, Iowa (the "Issuer") in connection with the
issuance of $910,000 General Obligation Urban Renewal Bonds, Series 2006B (the
"Bonds") dated the date of delivery. The Bonds are being issued pursuant to a
Resolution of the Issuer approved on April 17, 2006 (the "Resolution"). The Issuer
covenants and agrees as follows:
SECTION I. Purpose of the Disclosure Certificate. This Disclosure Certificate is
being executed and delivered by the Issuer for the benefit of the Holders and Beneficial
Owners of the Bonds and in order to assist the Participating Underwriters in complying
with S.E.C. Rule 15c2-12(b)(5).
SECTION 2. Definitions. In addition to the definitions set forth in the
Resolution, which apply to any capitalized term used in this Disclosure Certificate unless
otherwise defined in this Section, the following capitalized terms shall have the
following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant
to, and as described in, Sections 3 and 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean any person which (a) has the power, directly or
indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds
(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.
"Dissemination Agent" shall mean any Dissemination Agent designated in writing
by the Issuer and which has filed with the Issuer a written acceptance of such
designation.
"Holders" shall mean the registered holders of the Bonds, as recorded in the
registration books of the Registrar.
- 1 -
~
"Listed Events" shall mean any ofthe events listed in Section 5(a) of this
Disclosure Certificate.
"Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal
Securities Rulemaking Board, 1900 Duke Street, Suite 600, Alexandria, VA 22314.
"National Repository" shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule. The National Repositories currently
approved by the Securities and Exchange Commission are set forth in Exhibit B.
"Participating Underwriter" shall mean any of the original underwriters of the
Bonds required to comply with the Rule in connection with offering of the Bonds.
"Repository" shall mean each National Repository and each State Repository.
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended
from time to time.
"State" shall mean the State of Iowa.
"State Repository" shall mean any public or private repository or entity designated
by the State as a state repository for the purpose of the Rule and recognized as such by
the Securities and Exchange Commission. As of the date of this Certificate, there is no
State Repository.
SECTION 3. Provision of Annual Reports.
(a) The Issuer shall, or shall cause the Dissemination Agent to,
not later than two hundred ten (210) days after the end of the
Issuer's fiscal year (presently June 30th), commencing with
the report for the 2005/2006 fiscal year, provide to each
Repository an Annual Report which is consistent with the
requirements of Section 4 of this Disclosure Certificate. The
Annual Report may be submitted as a single document or as
separate documents comprising a package, and may cross-
reference other information as provided in Section 4 of this
Disclosure Certificate; provided that the audited financial
statements of the Issuer may be submitted separately from the
balance of the Annual Report and later than the date required
- 2-
above for the filing ofthe Annual Report if they are not
available by that date. If the Issuer's fiscal year changes, it
shall give notice of such change in the same manner as for a
Listed Event under Section S(c).
(b) Not later than fifteen (15) business days prior to said date, the
Issuer shall provide the Annual Report to the Dissemination
Agent (if other than the Issuer). If the Issuer is unable to
provide to the Repositories an Annual Report by the date
required in subsection (a), the Issuer shall send a notice to the
Municipal Securities Rulemaking Board and the State
Repository, if any, in substantially the form attached as
Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the
Annual Report the name and address of each National
Repository and the State Repository, if any, and
(ii) (if the Dissemination Agent is other than the Issuer),
file a report with the Issuer certifying that the Annual
report has been provided pursuant to this Disclosure
Certificate, stating the date it was provided and listing
all the Repositories to which it was provided.
(d) Any filing under this Disclosure Certificate may be made solely by
transmitting such filing to the Texas Municipal Advisory Council (the
"MAC") as provided at htto://www.disclosureusa.org unless the United
States Securities and Exchange Commission has withdrawn the interpretive
advice in its letter to the MAC dated September 7, 2004.
SECTION 4. Content of Annual Reports. The Issuer's Annual Report shall
contain or incorporate by reference the following:
I. The audited financial statements of the Issuer for the prior fiscal year,
prepared in accordance with generally accepted accounting principles promulgated by the
Financial Accounting Standards Board as modified in accordance with the governmental
accounting standards promulgated by the Governmental Accounting Standards Board or
as otherwise provided under State law, as in effect from time to time, or, if and to the
- 3 -
extent such financial statements have not been prepared in accordance with generally
accepted accounting principles, noting the discrepancies therefrom and the effect thereof.
If the Issuer's audited financial statements are not available by the time the Annual
Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain
unaudited financial statements in a format similar to the financial statements contained in
the final Official Statement, and the audited financial statements shall be filed in the
same manner as the Annual Report when they become available.
2. Information prepared as of the end of the preceding fiscal year, of the type
contained in the final Official Statement under the captions "City Property Values",
"Debt Limit", "Direct Debt", "Other Debt", "Indirect General Obligation Debt", "Levies
and Collection", and "Tax Rates".
Any or all ofthe items listed above may be included by specific reference to other
documents, including official statements of debt issues of the Issuer or related public
entities, which have been submitted to each of the Repositories or the Securities and
Exchange Commission. If the document included by reference is a final official
statement, it must be available from the Municipal Securities Rulemaking Board. The
Issuer shall clearly identifY each such other document so included by reference.
SECTION 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the Issuer shall
give, or cause to be given, notice of the occurrence of any of
the following events with respect to the Bonds, ifmaterial:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on debt service reserves
reflecting financial difficulties;
(4) unscheduled draws on credit enhancements
reflecting financial difficulties;
(5) substitution of credit or liquidity providers, or
their failure to perform;
- 4-
(6) adverse tax opinions or events affecting the tax-
exempt status of the security;
(7) modifications to rights of security holders;
(8) bond calls;
(9) defeasances;
(10) release, substitution, or sale of property
securing repayment of the securities; and
(11) rating changes.
(b) Whenever the Issuer obtains the knowledge of the occurrence
of a Listed Event, the Issuer shall as soon as possible
determine if such event would be material under applicable
federal securities laws.
( c) Ifthe Issuer determines that knowledge of the occurrence of a
Listed Event would be material under applicable federal
securities laws, the Issuer shall promptly file a notice of such
occurrence with the Municipal Securities Rulemaking Board
and the State Repository. Notwithstanding the foregoing,
notice of Listed Events described in subsections (a) (8) and
(9) need not be given under this subsection any earlier than
the notice (if any) of the underlying event is given to Holders
of affected Bonds pursuant to the Resolution.
SECTION 6. Termination of Reporting Obligation. The Issuer's obligations
under this Disclosure Certificate shall terminate upon the legal defeasance, prior
. redemption or payment in full of all of the Bonds or upon the Issuer's receipt of an
opinion of nationally recognized bond counsel to the effect that, because of legislative
action or final judicial action or administrative actions or proceedings, the failure of the
Issuer to comply with the terms hereof will not cause Participating Underwriters to be in
violation of the Rule or other applicable requirements of the Securities Exchange Act of
1934, as amended. If such termination occurs prior to the final maturity of the Bonds,
the Issuer shall give notice of such termination in the same manner as for a Listed Event
under Section S(c).
- S -
SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint
or engage a Dissemination Agent to assist it in carrying out its obligations under this
Disclosure Certificate, and may discharge any such Agent, with or without appointing a
successor Dissemination Agent. The Dissemination Agent shall not be responsible in
any manner for the content of any notice or report prepared by the Issuer pursuant to this
Disclosure Certificate. The initial Dissemination Agent shall be the Issuer.
SECTION 8. Amendment: Waiver. Notwithstanding any other provision of this
Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any
provision of this Disclosure Certificate may be waived, provided that the following
conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of
Section 3(a), 4, or 5(a), it may only be made in connection
with a change in circumstances that arises from a change in
legal requirements, change in law, or change in the identity,
nature or status of an obligated person with respect to the
Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into account such
waiver, would, in the opinion of nationally recognized bond
counsel, have complied with the requirements of the Rule at
the time of the original issuance of the Bonds, after taking
into account any amendments or interpretations of the Rule,
as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the
Holders of the Bonds in the same manner as provided in the
Resolution for amendments to the Resolution with the
consent of Holders, or (ii) does not, in the opinion of
nationally recognized bond counsel, materially impair the
interests of the Holders or Beneficial Owners of the Bonds.
In the event of any amendment or waiver of a provision of this Disclosure Certificate, the
Issuer shall describe such amendment in the next Annual Report, and shall include, as
applicable, a narrative explanation of the reason for the amendment or waiver and its
impact on the type (or in the case of a change of accounting principles, on the
presentation) of financial information or operating data being presented by the Issuer. In
addition, if the amendment relates to the accounting principles to be followed in
preparing financial statements, (i) notice of such change shall be given in the same
- 6 -
,
manner as for a Listed Event under Section S(c), and (ii) the Annual Report for the year
in which the change is made will present a comparison or other discussion in narrative
form (and also, iffeasible, in quantitative form) describing or illustrating the material
differences between the financial statements as prepared on the basis of the new
accounting principles and those prepared on the basis of the former accounting
principles.
SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall
be deemed to prevent the Issuer from disseminating any other information, using the
means of dissemination set forth in this Disclosure Certificate or any other means of
communication, or including any other information in any Annual Report or notice of
occurrence of a Listed Event, in addition to that which is required by this Disclosure
Certificate. If the Issuer chooses to include any information in any Annual Report or
notice of occurrence of a Listed Event in addition to that which is specifically required
by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to
update such information or include it in any future Annual Report or notice of occurrence
of a Listed Event.
SECTION 10. Default. In the event of a failure of the Issuer to comply with any
provision ofthis Disclosure Certificate, any Holder or Beneficial Owner of the Bonds
may take such actions as may be necessary and appropriate, including seeking mandate or
specific performance by court order, to cause the Issuer to comply with its obligations
under this Disclosure Certificate. Direct, indirect, consequential and punitive damages
shall not be recoverable by any person for any default hereunder and are hereby waived
to the extent permitted by law. A default under this Disclosure Certificate shall not be
deemed an event of default under the Resolution, and the sole remedy under this
Disclosure Certificate in the event of any failure of the Issuer to comply with this
Disclosure Certificate shall be an action to compel performance.
SECTION I 1. Duties. Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall have only such duties as are specifically set forth in this
Disclosure Certificate, and the Issuer agrees to indemnifY and save the Dissemination
Agent, its officers, directors, employees and agents, harmless against any loss, expense
and liabilities which it may incur arising out of or in the exercise or performance of its
powers and duties hereunder, including the costs and expenses (including attorneys fees)
of defending against any claim of liability, but excluding liabilities due to the
Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer
under this Section shall survive resignation or removal of the Dissemination Agent and
payment of the Bonds.
-7-
SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the
benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and
Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights
in any other person or entity.
Date:
,2006
CITY OF DUBUQUE, row A
By:
ATTEST:
u14;r,rv~~
ity Clerk
- 8 -
EXHIBIT A
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
Name ofIssuer: Dubuque, Iowa
Name of Bond Issue: $910,000 General Obligation Urban Renewal Bonds,
Series 2006B
Dated Date ofIssue: May 2, 2006
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with
respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure
Certificate delivered by the Issuer in connection with said Bonds. The Issuer anticipates
that the Annual Report will be filed by
Dated:
CITY OF DUBUQUE, IOWA
By:
Its:
EXHIBIT B
Nationally Recognized Municipal Securities Information Repositories currently approved
by the Securities and Exchange Commission:
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, New Jersey 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
http://www.bloomberg.comlmarkets/municipal-contactinfo.htmI
DPC Data Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
http://www.dpcdata.com
Standard & Poor's Securities Evaluations, Inc.
55 Water Street, 45th Floor
New York, NY 10041
Phone: (212) 438-4595
FAX: (212) 438-3975
www.jjkenny.comljjkenny/pserdescripdatarep.html
FT Interactive Data
Attn: NRMSIR
100 William Street
New York, NY 10038
Phone: (212) 771-6999
FAX: (212) 771-7390 (Secondary Market Information)
(212) 771-7391 (Primary Market Information)
http://www.interactivedata.com
DCORNELLI487345.1 I WPII 0422071
two-
REGISTERED
CERTIFICATE NO.1
STATE OF IOWA
COUNTY OF DUBUQUE
CITY OF DUBUQUE
GENERAL OBLIGATION URBAN RENEWAL BOND
SERIES 2006B
REGISTERED
$40,000
Rate
Maturity
Bond Date
CUSIP No.
3.55%
June 1,2007
May 2, 2006
263867 WF6
The City of Dubuque, Iowa, a municipal corporation organized and existing under
and by virtue of the Constitution and laws of the State ofIowa (the "Issuer"), for value
received, promises to pay from the source and as hereinafter provided, on the maturity
date indicated above, to
CEDE & CO.
or registered assigns, the principal sum of FORTY THOUSAND DOLLARS ($40,000)
in lawful money of the United States of America, on the maturity date shown above, only
upon presentation and surrender hereof at the office of Wells Fargo Bank, National
Association, Paying Agent of this issue, or its successor, with interest on said sum from
the date hereof until paid at the rate per annum specified above, payable on December I,
2006, and semiannually thereafter on the I st 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 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
384.24(3)(q) of the Code of Iowa, for the purpose of paying costs of aiding in the
planning, undertaking and carrying out of urban renewal project activities under the
authority of Chapter 403 of the Code of Iowa and the Urban Renewal Plan for the
Greater Downtown Urban Renewal District, including those costs associated with the
construction of improvements to the Iowa Street and Locust Street public parking ramp
facilities, 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 ofDTC (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative ofDTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
Bonds maturing after June I, 2014 may be called for redemption by the Issuer and
paid before maturity on said date or any date thereafter, from any funds regardless of
source, in whole or from time to time in part, in any order of maturity and within an
annual maturity by lot. The terms of redemption shall be par, plus accrued interest to
date of call.
Thirty days' notice of redemption shall be given by certified mail to the registered
owner of the Bond. Failure to give such notice by mail to any registered owner of the
Bonds or any defect therein shall not affect the validity of any proceedings for the
redemption of the Bonds. All bonds or portions thereof called for redemption will cease
to bear interest after the specified redemption date, provided funds for their redemption
are on deposit at the place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the
bonds to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of bonds to be called has been reached.
Ownership of this Bond may be transferred only by transfer upon the books kept
for such purpose by Wells Fargo Bank, National Association, the Registrar. Such
transfer on the books shall occur only upon presentation and surrender of this Bond at the
office of the Registrar as designated below, together with an assignment duly executed
by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to
the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but
shall, however, promptly give notice to registered bondholders of such change. All
bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and
Section 384.3 I of the Code ofIowa, subject to the provisions for registration and transfer
contained in the Bond Resolution.
This Bond is a "qualified tax-exempt obligation" designated by the City for
purposes of Section 265(b )(3)(B) of the Internal Revenue Code of 1986.
And it is hereby represented and certified that all acts, conditions and things
requisite, according to the laws and Constitution of the State ofIowa, 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 ofthe 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 said City impressed hereon, and to be authenticated by the
manual signature of an authorized representative of the Registrar, Wells Fargo Bank,
National Association, Des Moines, Iowa.
Date of authentication:
CITY OF DUBUQUE, IOWA
By:
City Clerk
By:
Mayor
(SEAL)
This is one of the Bonds described in the within mentioned Resolution, as registered by
Wells Fargo Bank, National Association.
WELLS FARGO BANK, NATIONAL ASSOCIATION, Registrar
By:
Authorized Signature
Registrar and Transfer Agent: Wells Fargo Bank, National Association
Paying Agent: Wells Fargo Bank, National Association
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 *
Partnership
Corporation
Trust
*Ifthe 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 right of survivorship and not as tenants in
common
IA UNIF TRANS MIN ACT - ............Custodian............
(Cust) (Minor)
under Iowa Uniform Transfers
to Minors Act...................
(State)
488832
TAX EXEMPTION CERTIFICATE
of
DUBUQUE, IOWA, ISSUER
$910,000 General Obligation Urban Renewal Bonds, Series 2006B
This instrument was prepared by:
Ahlers & Cooney, P.C.
100 Court Avenue, Suite 600
Des Moines, Iowa 50309
(515) 243-7611
TABLE OF CONTENTS
This Table of Contents is not a part of this Tax Exemption Certificate and is provided
only for convenience of reference.
INTRODUCTION ....................................................... I
ARTICLE I ............................................................ I
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I
ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SPECIFIC CERTIFICATIONS, REPRESENT A nONS
AND AGREEMENTS .............................................. 5
Section 2.1 Authority to CertifY and Expectations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.2 Receipts and Expenditures of Sale Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.3 Purpose of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.4 Facts Supporting Tax-Exemption Classification. . . . . . . . . . . . . . . . . . . . . . 8
Section 2.5 Facts Supporting Temporary Periods for Proceeds .................... 9
Section 2.6 Resolution Funds at Restricted or Unrestricted Yield . . . . . . . . . . . . . . . . . . 9
Section 2.7 Pertaining to Yields ......................... . . . . . . . . . . . . . . . . . . 10
Section 2.8 Election to treat as Single Issue ................................. II
ARTICLE III .......................................................... II
REBATE ............................................................. II
Section 3.1 Records .................................................... II
Section 3.2 Rebate Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II
-)-
Section 3.3 Exceptions to Rebate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.4 Calculation of Rebate Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 13
Section 3.5 Rebate Requirements and the Bond Fund .......................... 13
Section 3.6 Investment of the Rebate Fund .................................. 14
Section 3.7 Payment to the United States. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 14
Section 3.8 Records .................................................... 14
Section 3.9 Additional Payments .......................................... 15
ARTICLE IV .................................................... . . . . . . 15
INVESTMENT RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 15
Section 4.1 Avoidance of Prohibited Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 4.2 Market Price Requirement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 4.3 Investment in Certificates of Deposit ............................. 16
Section 4.4 Investment Pursuant to Investment Contracts and Agreements. . . . . . . . .. 16
Section 4.5 Records .................................................... 17
Section 4.6 Investments to be Legal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 17
GENERAL COVENANTS ............................................... 17
ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
AMENDMENTS AND ADDITIONAL AGREEMENTS ....................... 17
Section 6.1 Opinion of Bond Counsel; Amendments........................... 17
-11-
Section 6.2 Additional Covenants, Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.3 Amendments ................................................ 18
ARTICLE VII ......................................................... 18
QUALIFIED TAX EXEMPT OBLIGATIONS ............................... 18
Signature and Seal ...................................................... 20
EXHIBIT "A" - VERIFICATION CERTIFICATE OF THE PURCHASER
-lll-
TAX EXEMPTION CERTIFICATE
CITY OF DUBUQUE, IOWA
THIS TAX EXEMPTION CERTIFICATE made and entered into on May_,
2006, by the City of Dubuque, State ofIowa (the "Issuer").
INTRODUCTION
This Certificate is executed and delivered in connection with the issuance by the
Issuer of its $910,000 General Obligation Urban Renewal Bonds, Series 2006B (the
"Bonds"). The Bonds are issued pursuant to the provisions of the Resolution of the Issuer
authorizing the issuance of the Bonds. Such Resolution provides that the covenants
contained in this Certificate constitute a part of the Issuer's contract with the owners of
the Bonds.
The Issuer recognizes that under the Code (as defined below) the tax-exempt status
of the interest received by the owners of the Bonds is dependent upon, among other
things, the facts, circumstances, and reasonable expectations of the Issuer as to future
facts not in existence at this time, as well as the observance of certain covenants in the
future. The Issuer covenants that it will take such action with respect to the Bonds as may
be required by the Code, and pertinent legal regulations issued thereunder in order to
establish and maintain the tax-exempt status of the Bonds, including the observance of all
specific covenants contained in the Resolution and this Certificate.
ARTICLE I
DEFINITIONS
The following terms as used in this Certificate shall have the meanings set forth
below. The terms defined in the Resolution shall retain the meanings set forth therein
when used in this Certificate. Other terms used in this Certificate shall have the meanings
set forth in the Code or in the Regulations.
"Annual Debt Service" means the principal of and interest on the Bonds scheduled
to be paid during a given Bond Year.
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"Bonds" means the $910,000 aggregate principal amount of General Obligation
Urban Renewal Bonds, Series 2006B, of the Issuer issued in registered form pursuant to
the Resolution.
"Bond Counsel" means Ahlers & Cooney, P.C., Des Moines, Iowa, or an attorney
at law or a firm of attorneys of nationally recognized standing in matters pertaining to the
tax-exempt status of interest on obligations issued by states and their political
subdivisions, duly admitted to the practice oflaw before the highest court of any State of
the United States of America.
"Bond Fund" means the Sinking Fund described in the Resolution.
"Bond Year" as defined in Regulation 1. 148-1(b), means a one-year period
beginning on the day after expiration of the preceding Bond Year. The first Bond Year
shall be the one-year or shorter period beginning on the Closing Date and ending on a
principal or interest payment date, unless Issuer selects another date.
"Bond Yield" means that discount rate which produces an amount equal to the
Issue Price of the Bonds and the Other G.O. Bonds described in Section 2.1(1) when used
in computing the present value of all payments of principal and interest to be paid on the
Bonds and the Other G.O. Bonds described in Section 2.1(1), using semiannual
compounding on a 360-day year as computed under Regulation 1.148-4.
"Certificate" means this Tax Exemption Certificate.
"Closing" means the delivery of the Bonds in exchange for the agreed upon
purchase price.
"Closing Date" means the date of Closing.
"Code" means the Internal Revenue Code of 1986, as amended, and any statutes
which replace or supplement the Internal Revenue Code of 1986.
"Computation Date" means each five-year period from the Closing Date through
the last day of the fifth and each succeeding fifth Bond Year.
"Excess Earnings" means the amount earned on all Nonpurpose Investments minus
the amount which would have been earned if such Nonpurpose Investments were invested
at a rate equal to the Bond Yield, plus any income attributable to such excess.
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"Final Bond Retirement Date" means the date on which the Bonds are actually
paid in full.
"Governmental Obligations" means direct general obligations of, or obligations the
timely payment of the principal of and interest on which is unconditionally guaranteed by
the United States.
"Gross Proceeds" as defined in Regulation I. I 48-I(b), means any Proceeds of the
Bonds and any replacement proceeds (as defined in Regulation 1.148-I(c)) of the Bonds.
"Gross Proceeds Funds" means the Project Fund and any other fund or account
held for the benefit of the owners of the Bonds or containing Gross Proceeds of the Bonds
except the Bond Fund and the Rebate Fund.
"Issue Price" as defined in Regulation 1.148-I(b), means the initial offering price
of the Bonds to the public (not including bond houses, brokers or similar persons or
organizations acting in the capacity of underwriters or wholesalers) at which price a
substantial amount of the Bonds were sold to the public. The Purchasers have certified the
Issue Price to be not more than $909,555.20.
"Issuer" means City of Dubuque, State ofIowa.
"Minor Portion of the Bonds", as defined in Regulation 1.148-2(g), means the
lesser of five (5) percent of Proceeds or $100,000. The Minor Portion ofthe Bonds is
computed to be $45,550.
"Nonpurpose Investments" means any investment property which is acquired with
Gross Proceeds and is not acquired to carry out the governmental purpose of the Bonds,
and may include but is not limited to U.S. Treasury bonds, corporate bonds, or certificates
of deposit.
"Proceeds" as defined in Regulation 1.148-I(b), means Sale Proceeds, investment
proceeds and transferred proceeds of the Bonds.
"Project" means the aiding in the planning, undertaking and carrying out of urban
renewal project activities under the authority of Chapter 403 ofthe Code ofIowa and the
Urban Renewal Plan for the Greater Downtown Urban Renewal District, including those
costs associated with the construction of improvements to the Iowa Street and Locust
Street public parking ramp facilities, as more fully described in the Resolution.
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"Project Fund" means the fund established in the Resolution.
"Purchasers" means UMB Bank, n.a. of Kansas City, MO, constituting the initial
purchasers of the Bonds from the Issuer.
"Rebate Amount" means the amount computed as described in this Certificate.
"Rebate Fund" means the fund to be created, if necessary, pursuant to this
Certificate.
"Rebate Payment Date" means a date chosen by the Issuer which is not more than
60 days following each Computation Date or the Final Bond Retirement Date.
"Regulations" means the Income Tax Regulations, amendments and successor
provisions promulgated by the Department of the Treasury under Sections 103, 148 and
149 of the Code, or other Sections of the Code relating to "arbitrage bonds", including
without limitation Regulations 1.1 48- I through 1.1 48-11, 1.1 49(b)- I, 1.1 49-d( 1), 1.1 50-1
and 1.1 50-2.
"Replacement Proceeds" include, but are not limited to, sinking funds, amounts
that are pledged as security for an issue, and amounts that are replaced because of a
sufficiently direct nexus to a governmental purpose of an issue.
"Resolution" means the resolution of the Issuer adopted on April 17, 2006,
authorizing the issuance of the Bonds.
"Sale Proceeds" as defined in Regulation 1.I48-1(b), means any amounts actually
or constructively received from the sale of the Bonds, including amounts used to pay
underwriter's discount or compensation and accrued interest other than pre-issuance
accrued interest.
"Sinking Fund" means the Bond Fund.
"SLGS" means demand deposit Treasury securities of the State and Local
Government Series.
"Tax Exempt Obligations" means bonds or other obligations the interest on which
is excludable from the gross income of the owners thereof under Section 103 of the Code
and include certain regulated investment companies, stock in tax-exempt mutual funds
and demand deposit SLGS.
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,
"Taxable Obligations" means all investment property, obligations or securities
other than Tax Exempt Obligations.
"Verification Certificate" means the certificate attached to this Certificate as
Exhibit A, setting forth the offering prices at which the Purchaser will reoffer and sell the
Bonds to the public.
ARTICLE II
SPECIFIC CERTIFICATIONS, REPRESENTATIONS
AND AGREEMENTS
The Issuer hereby certifies, represents and agrees as follows:
Section 2. I Authority to Certify and Expectations
(a) The undersigned officer of the Issuer along with other officers of the Issuer,
are charged with the responsibility of issuing the Bonds.
(b) This Certificate is being executed and delivered in part for the purposes
specified in Section I.I48-2(b)(2) of the Regulations and is intended (among other
purposes) to establish reasonable expectations of the Issuer at this time.
(c) The Issuer has not been notified of any disqualification or proposed
disqualification of it by the Commissioner of the Internal Revenue Service as a bond
issuer which may certify bond issues under Section I. I 48-2(b )(2) of the Regulations.
(d) The certifications, representations and agreements set forth in this Article II
are made on the basis of the facts, estimates and circumstances in existence on the date
hereof, including the following: (I) with respect to amounts expected to be received from
delivery of the Bonds, amounts actually received, (2) with respect to payments of amounts
into various funds or accounts, review of the authorizations or directions for such
payments made by the Issuer pursuant to the Resolution and this Certificate, (3) with
respect to the Issue Price, the certifications of the Purchasers as set forth in the
Verification Certificate, (4) with respect to expenditure of the Proceeds of the Bonds,
actual expenditures and reasonable expectations of the Issuer as to when the Proceeds will
be spent for purposes of the Project, (5) with respect to Bond Yield, review ofthe
Verification Certificate, and (6) with respect to the amount of governmental and Code
Section 501(c)(3) bonds to be issued during the calendar year, the budgeting and present
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planning ofIssuer. The Issuer has no reason to believe such facts, estimates or
circumstances are untrue or incomplete in any material way.
(e) To the best ofthe knowledge and belief of the undersigned officer of the
Issuer, there are no facts, estimates or circumstances that would materially change the
representations, certifications or agreements set forth in this Certificate, and the
expectations herein set out are reasonable.
(f) No arrangement exists under which the payment of principal or interest on the
Bonds would be directly or indirectly guaranteed by the United States or any agency or
instrumentality thereof.
(g) After the expiration of any applicable temporary periods, and excluding
investments in a bona fide debt service fund or reserve fund, not more than five percent
(5%) of the Proceeds ofthe Bonds will be (a) used to make loans which are guaranteed by
the United States or any agency or instrumentality thereof, or (b) invested in federally
insured deposits or accounts.
(h) The Issuer will file with the Internal Revenue Service in a timely fashion
Form 8038-G, Information Return for Tax-Exempt Governmental Obligations with
respect to the Bonds and such other reports required to comply with the Code and
applicable Regulations.
(i) The Issuer will take no action which would cause the Bonds to become "private
activity bonds" as defined in Section 141 (a) of the Code, including any use of the Project
by any person other than a governmental unit if such use will be by other than a member
of the general public. None ofthe Proceeds of the Bonds will be used directly or
indirectly to make or finance loans to any person other than a governmental unit.
(j) The Issuer will make no change in the nature or purpose of the Project except
as provided in Section 6.1 hereof.
(k) Except as provided in Section 6.1 hereof, the Issuer will not establish any
sinking fund, bond fund, reserve fund, debt service fund or other fund reasonably
expected to be used to pay debt service on the Bonds (other than the Bond Fund and any
Reserve Fund), exercise its option to redeem Bonds prior to maturity or effect a refunding
of the Bonds.
(I) Except for the Bonds described as $2,900,000 General Obligation Bonds,
Series 2006A, and the $3,525,000 General Obligation Refunding Bonds, Series 2006C
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(together, the "Other G.O. Bonds") no bonds or other obligations of the Issuer (I) were
sold in the IS days preceding the date of sale of the Bonds, (2) were sold or will be sold
within the 15 days after the date of sale of the Bonds, (3) have been delivered in the past
15 days or (4) will be delivered in the next IS days pursuant to a common plan of
financing for the issuance of the Bonds and payable out of substantially the same source
of revenues.
(m) None of the Proceeds of the Bonds will be used directly or indirectly to
replace funds of the Issuer used directly or indirectly to acquire obligations having a yield
higher than the Bond Yield.
(n) No portion of the Bonds is issued for the purpose ofinvesting such portion at a
higher yield than the Bond Yield.
(0) The Issuer does not expect that the Proceeds of the Bonds will be used in a
manner that would cause them to be "arbitrage bonds" as defined in Section 148(a) of the
Code. The Issuer does not expect that the Proceeds of the Bonds will be used in a manner
that would cause the interest on the Bonds to be includible in the gross income ofthe
owners of the Bonds under the Code. The Issuer will not intentionally use any portion of
the Proceeds to acquire higher yielding investments.
(P) The Issuer will not use the Proceeds of the Bonds to exploit the difference
between tax-exempt and taxable interest rates to obtain a material financial advantage.
(q) The Issuer has not issued more Bonds, issued the Bonds earlier, or allowed the
Bonds to remain outstanding longer than is reasonably necessary to accomplish the
governmental purposes of the Bonds.
(r) The Bonds will not be Hedge Bonds as described in Section 149(g)(3) of the
Code because the Issuer reasonably expects that it will meet the Expenditure Test set
forth in Section 2.5(b) hereof and that 50% or more of the Proceeds will not be invested
in Nonpurpose Investments having a substantially guaranteed yield for four or more years.
Section 2.2 Receipts and Expenditures of Sale Proceeds
Sale Proceeds and pre-issuance accrued interest received at Closing are expected
to be deposited and expended as follows:
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(a) $- 0 - representing pre-issuance accrued interest will be deposited into the
Bond Fund and will be used to pay a portion ofthe interest accruing on the
Bonds on the first interest payment date; and
(b) $15,731.63 representing costs of issuing the Bonds will be used within six
months of the Closing Date to pay the costs of issuance of the Bonds (with
any excess remaining on deposit in the Project Fund); and
(c) $893,823.57 will be deposited into the Project Fund and will be used
together with earnings thereon to pay the costs of the Project and will not
exceed the amount necessary to accomplish the governmental purposes of
the Bonds.
Section 2.3 Pmpose of Bonds
The Issuer is issuing the Bonds to pay the costs of aiding in the planning,
undertaking and carrying out of urban renewal project activities under the authority of
Chapter 403 of the Code oflowa and the Urban Renewal Plan for the Greater Downtown
Urban Renewal District, including those costs associated with the construction of
improvements to the Iowa Street and Locust Street public parking ramp facilities.
Section 2.4 Facts Supporting Tax-Exemption Classification
Governmental Bonds
Private Business Use/Private Security or Payment Tests
The Bonds are considered to be governmental bonds, not subject to the
provisions of the alternate minimum tax. The Proceeds will be used for the
purposes described in Section 2.3 hereof. These Bonds are not private activity
bonds because no amount of Proceeds of the Bonds is to be used in a trade or
business carried on by a non-governmental unit. Non-governmental use of the
parking ramp facilities financed with the proceeds of the Bonds is restricted to
arrangements that fall within the 50-day short-term use exception set forth in
Section 1.141-3(d)(3)(ii) of the Regulations. None of the payment of principal or
interest on the Bonds will be derived from, or secured by, money or property used
in a trade or business of a non-governmental unit. In addition, none ofthe
governmental operations or facilities of the Issuer being financed with the
Proceeds of the Bonds are subject to any lease, management contract or other
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similar arrangement or to any arrangement for use other than as by the general
public.
Private Loan Financing Test
No amount of Proceeds of the Bonds is to be used directly or indirectly to
make or finance loans to persons other than governmental units.
Section 2.5 Facts Supporting Temporary Periods for Proceeds
(a) Time Test. Not later than six months after the Closing Date, the Issuer will
incur a substantial binding obligation to a third party to expend at least 5% ofthe net Sale
Proceeds of the Bonds.
(b) Expenditure Test. Not less than 85% of the net Sale Proceeds will be
expended for Project costs, including the reimbursement of other funds expended to date,
within a three-year temporary period from the Closing Date.
(c) Due Diligence Test. Not later than six months after Closing, work on the
Project will have commenced and will proceed with due diligence to completion.
(d) Proceeds of the Bonds representing less than six months accrued interest on
the Bonds will be spent within six months of this date to pay interest on the Bonds, and
will be invested without restriction as to yield for a temporary period not in excess of six
months.
Section 2.6 Resolution Funds at Restricted or Unrestricted Yield
(a) Proceeds of the Bonds will be held and accounted for in the manner provided
in the Resolution. The Issuer has not and does not expect to create or establish any other
bond fund, reserve fund, or similar fund or account for the Bonds. The Issuer has not and
will not pledge any moneys or Taxable Obligations in order to pay debt service on the
Bonds or restrict the use of such moneys or Taxable Obligations so as to give reasonable
assurances of their availability for such purposes.
(b) Any monies which are invested beyond a temporary period are expected to
constitute less than a major portion of the Bonds or to be restricted for investment at a
yield not greater than one-eighth of one percent above the Bond Yield.
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(c) The Issuer has established and will use the Bond Fund primarily to achieve a
proper matching of revenues and debt service within each Bond Year and the Issuer will
apply moneys deposited into the Bond Fund to pay the principal of and interest on the
Bonds. Such Fund will be depleted at least once each Bond Year except for a reasonable
carryover amount. The carryover amount will not exceed the greater of (I) one year's
earnings on the Bond Fund or (2) one-twelfth of Annual Debt Service. The Issuer will
spend moneys deposited from time to time into such fund within 13 months after the date
of deposit. Revenues, intended to be used to pay debt service on the Bonds, will be
deposited into the Bond Fund as set forth in the Resolution. The Issuer will spend interest
earned on moneys in such fund not more than 12 months after receipt. Accordingly, the
Issuer will treat the Bond Fund as a bona fide debt service fund as defined in Regulation
1.148-1 (b).
Investment of amounts on deposit in the Bond Fund will not be subject to arbitrage
rebate requirements as the Bonds meet the safe harbor set forth in Regulation 1.148-3(k),
because the average annual debt service on the Bonds will not exceed $2,500,000.
(d) The Minor Portion of the Bonds will be invested without regard to yield.
Section 2.7 Pertaining to Yields
(a) The purchase price of all Taxable Obligations to which restrictions apply
under this Certificate as to investment yield or rebate of Excess Earnings, if any, has been
and shall be calculated using (i) the price taking into account discount, premium and
accrued interest, as applicable, actually paid or (ii) the fair market value if less than the
price actually paid and if such Taxable Obligations were not purchased directly from the
United States Treasury. The Issuer will acquire all such Taxable Obligations directly from
the United States Treasury or in an arm's length transaction without regard to any amounts
paid to reduce the yield on such Taxable Obligations. The Issuer will not payor permit
the payment of any amounts (other than to the United States) to reduce the yield on any
Taxable Obligations. Obligations pledged to the payment of debt service on the Bonds,
or deposited into any reserve fund after they have been acquired by the Issuer will be
treated as though they were acquired for their fair market value on the date of such pledge
or deposit. Obligations on deposit in any reserve fund on the Closing Date shall be treated
as if acquired for their fair market value on the Closing Date.
(b) Qualified guarantees have not been used in computing yield.
(c) The Bond Yield has been computed on a combined basis as not less than 4.024
percent. This Bond Yield has been computed on the basis of a purchase price for the
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Bonds and the Other G.O. Bonds described in Section 2.1(1) equal to the Issue Prices
thereof.
Section 2.8 Election to treat as Single Issue
Pursuant to Section 1.150-1(C)(4)(iii) of the Regulations, the Issuer hereby elects
to treat the Bonds and the Other G.O. Bonds as a single issue.
ARTICLE III
REBATE
Section 3.1 Records
Sale Proceeds ofthe Bonds will be held and accounted for in the manner provided
in the Resolution. The Issuer will maintain adequate records for funds created by the
Resolution and this Certificate including all deposits, withdrawals, transfers from,
transfers to, investments, reinvestments, sales, purchases, redemptions, liquidations and
use of money or obligations until six years after the Final Bond Retirement Date.
Section 3.2 Rebate Fund
(a) In the Resolution, the Issuer has covenanted to pay to the United States the
Rebate Amount, an amount equal to the Excess Earnings on the Gross Proceeds Funds, if
any, at the times and in the manner required or permitted and subject to stated special
rules and allowable exceptions or exemptions.
(b) The Issuer may establish a fund pursuant to the Resolution and this Certificate
which is herein referred to as the Rebate Fund. The Issuer will invest and expend amounts
on deposit in the Rebate Fund in accordance with this Certificate.
(c) Moneys in the Rebate Fund shall be held by the Issuer or its designee and,
subject to Sections 3.4, 3.5 and 6.1 hereof, shall be held for future payment to the United
States as contemplated under the provisions of this Certificate and shall not constitute part
of the trust estate held for the benefit of the owners of the Bonds or the Issuer.
(d) The Issuer will pay to the United States from legally available money of the
Issuer (whether or not such available money is on deposit in any fund or account related
to the Bonds) any amount which is required to be paid to the United States.
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Section 3.3 Exceptions to Rebate
The Issuer reasonably expects that the Bonds are eligible for one or more
exemptions from the arbitrage rebate rules set forth in the Treasury Regulations. If the
bonds are ineligible, or become ineligible, for an exemption to the arbitrage rebate rules,
the Issuer will comply with the provisions of Article III hereof. A description of the
applicable rebate exemptions is as follows:
. Eighteen-Month Exemption
The Gross Proceeds of the Bonds are expected to be expended for the
governmental purposes for which the Bonds were issued in accordance with the following
schedule:
1) 15 percent spent within six months of the Closing Date;
2) 60 percent spent within one year of the Closing Date;
3) 100 percent spent within eighteen months of the Closing Date (subject to 5
percent retainage for not more than one year).
In any event, the Issuer expects that the 5% reasonable retainage will be spent within 30
months of the Closing Date. For purposes of determining compliance with the six-month
and twelve-month spending periods, the amount of investment earnings included shall be
based on the Issuer's reasonable expectations that the average annual interest rate on
investments will be not more than 5.0%. For purposes of determining compliance with the
eighteen-month spending period, the amount of investment earnings included shall be
based on actual earnings. If the Issuer fails to meet the foregoing expenditure schedule,
the Issuer shall comply with the arbitrage rebate requirements of the Code.
. Election to Treat as Construction Bonds.
The Bonds qualify as a "construction issue" as defined in Section 148(f)(4)(C)(vi)
ofthe Code. The Issuer reasonably expects that more than 75 percent of the "available
construction proceeds" ("ACP") ofthe Bonds, as defined in Section I 48(f)(4)(C)(vi) of
the Code, will be used for construction expenditures. ACP includes the issue price of the
issue plus the earnings on such issue [minus the amount on deposit in the Reserve Fund].
Not less than the following percentages of the ACP will be spent within the following
periods:
I) 10 percent spent within six months of the Closing Date;
2) 45 percent spent within one year of the Closing Date;
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3) 75 percent spent within eighteen months of the Closing Date;
4) 100 percent spent within two years of the Closing Date (subject to 5 percent
retainage for not more than one year).
In any event, the Issuer expects that the 5% reasonable retainage will be spent within a
three-year period beginning on the Closing Date. A failure to spend an amount that does
not exceed the lesser of (i) 3% of the issue price or (ii) $250,000, is disregarded if the
Issuer exercises due diligence to complete the Project.
Section 3.4 Calculation of Rebate Amount
(a) As soon after each Computation Date as practicable, the Issuer shall, if
necessary, calculate and determine the Excess Earnings on the Gross Proceeds Funds (the
"Rebate Amount"). All calculations and determinations with respect to the Rebate
Amount will be made on the basis of actual facts as of the Computation Date and
reasonable expectations as to future events.
(b) If the Rebate Amount exceeds the amount currently on deposit in the Rebate
Fund, the Issuer may deposit an amount in the Rebate Fund such that the balance in the
Rebate Fund after such deposit equals the Rebate Amount. If the amount in the Rebate
Fund exceeds the Rebate Amount, the Issuer may withdraw such excess amount provided
that such withdrawal can be made from amounts originally transferred to the Rebate Fund
and not from earnings thereon, which may not be transferred, and only if such withdrawal
may be made without liquidating investments at a loss.
Section 3.5 Rebate ReQuirements and the Bond Fund
It is expected that the Bond Fund described in the Resolution and Section 2.7(b) of
this Certificate will be treated as a bona fide debt service fund as defined in Regulation
1.148-1 (b). As such, any amount earned during a Bond Year on the Bond Fund and
amounts earned on such amounts, if allocated to the Bond Fund, will not be taken into
account in calculating the Rebate Amount if the annual gross earnings on the Bond Fund
for such Bond Year are less than $100,000 or if average annual debt service will not
exceed $2,500,000. However, should annual gross earnings exceed $100,000 or should
the Bond Fund cease to be treated as a bona fide debt service fund, the Bond Fund will
become subject to the rebate requirements set forth in Section 3.4 hereof.
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Section 3.6 Investment of the Rebate Fund
(a) Immediately upon a transfer to the Rebate Fund, the Issuer may invest all
amounts in the Rebate Fund not already invested and held in the Rebate Fund, to the
extent possible, in (I) SLGS, such investments to be made at a yield of not more than
one-eighth of one percent above the Bond Yield, (2) Tax Exempt Obligations, (3) direct
obligations of the United States or (4) certificates of deposit of any bank or savings and
loan association. All investments in the Rebate Fund shall be made to mature not later
than the next Rebate Payment Date.
(b) Ifthe Issuer invests in SLGS, the Issuer shall file timely subscription forms for
such securities (if required). To the extent possible, amounts received from maturing
SLGS shall be reinvested immediately in zero yield SLGS maturing on or before the next
Rebate Payment Date.
Section 3.7 Payment to the United States
(a) On each Rebate Payment Date, the Issuer will pay to the United States at least
ninety percent (90%) of the Rebate Amount less a computation credit of$I,OOO per Bond
Year for which the payment is made.
(b) The Issuer will pay to the United States not later than sixty (60) days after the
Final Bond Retirement Date all the rebatable arbitrage as of such date and any income
attributable to such rebatable arbitrage as ,described in Regulation 1.148-3(f)(2).
(c) If necessary, on each Rebate Payment Date, the Issuer will mail a check to the
Internal Revenue Service Center, Ogden, UT 84201. Each payment shall be accompanied
by a copy of Form 8038-T, Arbitrage Rebate, filed with respect to the Bonds or other
information reporting form as is required to comply with the Code and applicable
Regulations.
Section 3.8 Records
(a) The Issuer will keep and retain adequate records with respect to the Bonds, the
Gross Proceeds Funds, the Bond Fund, and the Rebate Fund until six years after the Final
Bond Retirement Date. Such records shall include descriptions of all calculations of
amounts transferred to the Rebate Fund, if any, and descriptions of all calculations of
amounts paid to the United States as required by this Certificate. Such records will also
show all amounts earned on moneys invested in such funds, and the actual dates and
amounts of all principal, interest and redemption premiums (if any) paid on the Bonds.
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(b) Records relating to the investments in such Funds shall completely describe all
transfers, deposits, disbursements and earnings including:
(i) a complete list of all investments and reinvestments of amounts in each
such Fund including, if applicable, purchase price, purchase date, type of security,
accrued interest paid, interest rate, dated date, principal amount, date of maturity,
interest payment dates, date of liquidation, receipt upon liquidation, market value
of such investment on the Final Bond Retirement Date if held by the Issuer on the
Final Bond Retirement Date, and market value of the investment on the date
pledged to the payment of the Bonds, or the Closing Date if different from the
purchase date.
(ii) the amount and source of each payment to, and the amount, purpose
and payee of each payment from, each such Fund.
Section 3.9 Additional Payments
The Issuer hereby agrees to pay to the United States from legally available money
of the Issuer (whether or not such available money is on deposit in any fund or account
related to the Bonds) any amount which is required to be paid to the United States, but
which is not available in a fund related to the Bonds for transfer to the Rebate Fund or
payment to the United States.
ARTICLE IV
INVESTMENT RESTRICTIONS
Section 4.1 Avoidance of Prohibited Payments
The Issuer will not enter into any transaction that reduces the amount required to
be deposited into the Rebate Fund or paid to the United States because such transaction
results in a smaller profit or a larger loss than would have resulted if the transaction had
been at arm's length and had the Bond Yield not been relevant to either party. The Issuer
will not invest or direct the investment of any funds in a manner which reduces an amount
required to be paid to the United States because such transaction results in a small profit
or larger loss than would have resulted if the transaction had been at arm's length and had
the Bond Yield not been relevant to the Issuer. In particular, notwithstanding anything to
the contrary contained herein or in the Resolution, the Issuer will not invest or direct the
investment of any funds in a manner which would violate any provision of this Article IV.
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Section 4.2 Market Price Requirement
(a) The Issuer will not purchase or direct the purchase of Taxable Obligations for
more than the then available market price fqrsuch Taxable Obligations. The Issuer will
not sell, liquidate or direct the sale or liquidation of Taxable Obligations for less than the
then available market price.
(b) For purposes of this Certificate, United States Treasury obligations purchased
directly from the United States Treasury will be deemed to be purchased at the market
price.
Section 4.3 Investment in Certificates of Deposit
(a) Notwithstanding anything to the contrary contained herein or in the
Resolution, the Issuer will invest or direct the investment of funds on deposit in the Gross
Proceeds Fund, the Bond Fund, and the Rebate Fund, in a certificate of deposit of a bank
or savings bank which is permitted by law and by the Resolution only if (1) the price at
which such certificate of deposit is purchased or sold is the bona fide bid price quoted by
a dealer who maintains an active secondary market in certificates of deposit of the same
type or (2) if there is no active secondary market in such certificates of deposit, the
certificate of deposit must have a yield (A) as high or higher than the yield on comparable
obligations traded on an active secondary market, as certified by a dealer who ,maintains
such a market, and (B) as high or higher than the yield available on comparable
obligations of the United States Treasury.
(b) The certificate of deposit described in part 2(A) of paragraph 4.3(a) above
must be executed by a dealer who maintains an active secondary market in comparable
certificates of deposit and must be based on actual trades adjusted to reflect the size and
term of that certificate of deposit and the stability and reputation of the bank or savings
bank issuing the certificate of deposit.
Section 4.4 Investment Pursuant to Investment Contracts and Agreements
The Issuer will invest or direct the investment of funds on deposit in the Gross
Proceeds Fund, the Bond Fund, and the Rebate Fund pursuant to an investment contract
(including a repurchase agreement) only if (A) the Issuer receives at least three bids on
the investment contract from persons other than those with an interest in the Bonds (e.g.
underwriters, financial advisors), (B) the person whose bid is accepted provides a
certification stating that based on that person's reasonable expectations on the date the
investment contract is entered into, Taxable Obligations will not be purchased pursuant to
-16-
the investment contract at a price in excess of their fair market value or sold pursuant to
the investment contract at a price less than their fair market value, (C) the yield on the
investment contract is at least equal to the yield offered on similar obligations under
similar investment contracts (e.g., the yield on investment contracts entered into by
issuers of qualified mortgage bonds).
Section 4.5 Records
The Issuer will maintain records of all purchases, sales, liquidations, investments,
reinvestments, redemptions, disbursements, deposits, and transfers of amounts on deposit.
Section 4.6 Investments to be Legal
All investments required to be made pursuant to this Certificate shall be made to
the extent permitted by law. In the event that any such investment is determined to be
ultra vires, it shall be liquidated and the proceeds thereof shall be invested in a legal
investment, provided that prior to reinvesting such proceeds, the Issuer shall obtain an
opinion of Bond Counsel to the effect that such reinvestment will not cause the Bonds to
become arbitrage bonds under Sections 103, 148, 149, or any other applicable provision
of the Code.
ARTICLE V
GENERAL COVENANTS
The Issuer hereby covenants to perform all acts within its power necessary to
ensure that the reasonable expectations set forth in Article II hereof will be realized. The
Issuer reasonably expects to comply with all covenants contained in this Certificate.
ARTICLE VI
AMENDMENTS AND ADDITIONAL AGREEMENTS
Section 6.1 Opinion of Bond Counsel: Amendments
The various provisions of this Certificate need not be observed and this Certificate
may be amended or supplemented at any time by the Issuer if the Issuer receives an
opinion or opinions of Bond Counsel that the failure to comply with such provisions will
-17-
not cause any of the Bonds to become "arbitrage bonds" under the Code and that the
terms of such amendment or supplement will not cause any ofthe Bonds to become
"arbitrage bonds" under the Code, or otherwise cause interest on any of the Bonds to
become includable in gross income for federal income tax purposes.
Section 6.2 Additional Covenants. Agreements
The Issuer hereby covenants to make, execute and enter into (and to take such
actions, if any, as may be necessary to enable it to do so) such agreements as may be
necessary to comply with any changes in law or regulations in order to preserve the tax-
exempt status ofthe Bonds to the extent that it may lawfully do so. The Issuer further
covenants (1) to impose such limitations on the investment or use of moneys or
investments related to the Bonds, (2) to make such payments to the United States
Treasury, (3) to maintain such records, (4) to perform such calculations, and (5) to
perform such other lawful acts as may be necessary to preserve the tax-exempt status of
the Bonds.
Section 6.3 Amendments
Except as otherwise provided in Section 6.1 hereof, all the rights, powers, duties
and obligations of the Issuer shall be irrevocable and binding upon the Issuer and shall
not be subject to amendment or modification by the Issuer.
ARTICLE VII
QUALIFIED TAX EXEMPT OBLIGATIONS
The Issuer, a "qualified small issuer," designates the Bonds as "qualified tax
exempt obligations" as defined in Code Section 265(b)(3) and represents that the
reasonably anticipated amount of tax-exempt governmental and Code Section 501(c)(3)
obligations which will be issued during the current calendar year will not exceed ten
million dollars ($10,000,000).
In support of the foregoing, the Issuer states:
-18-
(a) In the current calendar year the Issuer has issued goverrunental or 501(c)(3)
bonds as follows:
$2,900,000 General Obligation Bonds, Series 2006A
$910,000 General Obligation Urban Renewal Bonds, Series 2006B (this issue)
$3,525,000 General Obligation Refunding Bonds, Series 2006C
(b) The Issuer expects to issue during the remainder of the calendar year,
501(c)(3) or governmental bonds as follows:
NONE
-19-
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be executed by
its duly authorized officer, all as of the day first above written.
(SEAL)
-20-
EXHIBIT "A"
VERIFICATION CERTIFICATE OF THE PURCHASER
The undersigned,
UMB Bank, n.a. (the "Purchaser"), hereby certifies as follows:
, an officer of
I. The Purchaser and the City of Dubuque (the "Issuer"), have entered into an
Agreement dated April 3, 2006 (the "Agreement"), providing for the purchase of
$910,000 General Obligation Urban Renewal Bonds, Series 2006B, of the City dated the
date of delivery (the "Bonds").
2. The Agreement is in full force and effect and has not been repealed, rescinded
or amended.
3. None of the interest rates on the Bonds, the Purchaser's spread, or the
production or profits in connection with the purchase and sale ofthe Bonds is
unreasonably high.
4. The Purchaser hereby confirms that the initial offering prices of the Bonds to
the public (not including bondhouses 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 sold, at prices not greater than as
shown below and said prices are not unreasonably low (if less than 10% of any maturity
has been sold, the price listed for that maturity is determined as of the date of the Bond
Purchase Agreement based upon the reasonably expected initial offering price to the
public):
A-I
Year
Principal
Amount
Issued
Principal
Amount
Sold
Reoffering
Yield
Price (%
of par)
(do not
include
accrued
interest)
Aggregate
Dollar
Reoffering
Price (do
not include
accrued
interest)
2007 $40,000
2008 45,000
2009 50,000
2010 50,000
2011 55,000
2012 55,000
2013 55,000
2014 60,000
2015 60,000
2016 65,000
2017 70,000
2018 70,000
2019 75,000
2020 80,000
2021 80,000
In addition, accrued interest in the total amount of $- 0 - will be paid by the
investors purchasing the Bonds. The aggregate initial offering price to the public not
including accrued interest is $
IN WITNESS WHEREOF, the Purchaser has caused this Verification Certificate
to be executed by its duly authorized officer this day of
2006.
UMB BANK, N.A.
By:
Title:
DCORNELL\488522.1 \ WP\ 10422071
A-2
,
CIGO-I
DELIVERY CERTIFICATE
We the undersigned, City officials, do hereby certifY that we are the officers,
respectively below indicated, of a municipal corporation in the State of Iowa, known as
the City of Dubuque, Iowa; that in pursuance of the provisions of Sections 403.12 and
384.24(3)(q), Code ofIowa, there have been heretofore lawfully authorized and this day
by us lawfully executed, issued, caused to be registered and authenticated and delivered
fully registered General Obligation Urban Renewal Bonds, Series 2006B, of the City of
Dubuque, Iowa, in the amount of $9 10,000, dated the date of delivery, bearing interest
and maturing as follows:
Interest Principal Maturity
Rate Amount June 1st
3.55% $40,000 2007
3.55 45,000 2008
3.60 50,000 2009
3.65 50,000 2010
3.70 55,000. 201 I
3.75 55,000 2012
3.80 55,000 2013
3.85 60,000 2014
3.90 60,000 2015
3.95 65,000 2016
4.05 70,000 2017
4.10 70,000 2018
4.15 75,000 2019
4.20 80,000 2020
4.20 80,000 2021
Each of the bonds has been executed with the manual signature of the Mayor and the
manual signature of the City Clerk of the City.
-1-
,
The Bonds have been delivered to The Depository Trust Company on behalf of the
purchaser thereof, namely:
UMB Bank, n.a. of Kansas City, MO
and have been paid for in accordance with the terms of the contract of sale and at a price
of $903,220.50 and accrued interest.
We further certifY that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City, or the titles
of the undersigned City officers to their respective positions, or the validity of the bonds,
or the power and duty of the City to provide and apply adequate taxes for the full and
prompt payment of the principal and interest of the bonds, and that no measure or
provision for the authorization or issuance of the bonds has been repealed or rescinded.
We further certifY that due provision has been made for the collection with the
next levies of taxes, ofa sufficient tax to meet all payments coming due, whether of
principal or of interest on the bond issue, prior to the collection of the next succeeding
levies of taxes; that all payments coming due before the collection of the tax provided for
as aforesaid will be paid promptly when due from cash on hand; and that the proceedings
authorizing the issuance and delivery of the bonds remain in full force and effect and
have not been withdrawn, amended or rescinded.
We further certifY that each of the officers whose signatures appear on the bonds
were in occupancy and possession of their respective offices at the time the bonds were
executed and do hereby adopt and affirm their signatures appearing on the bonds.
We further certifY that the present financial condition of the City is as follows:
Assessed and taxable value of all
taxable property within the City,
except moneys and credits and tax
free lands (Year 2004),
according to the last completed State
and County tax lists (100% - Before
Rollback)
$2,778,424,166
-2-
,
Total general obligation bonded
indebtedness of the City, including
this issue:
$37,010,000
All other general obligation indebtedness
of any kind (including stamped warrants,
warrants, judgments, contracts of purchase
or lease/purchase, self-insurance or local
government risk pool obligations and revenue
bonds issued under Code Section 403.9)
$3,879,396
IN WITNESS WHEREOF, we have hereunto affixed our hands at Dubuque, Iowa,
this day of , 2006.
A) ~4-1
Mayor
d~/S~
ity Clerk
~-2~~
Treasurer L/'
(SEAL)
-3-
I, the undersigned, the officer of the bank indicated by my signature hereto, do
hereby certity that I am personally acquainted with the persons whose signatures, each
known to me to be genuine, are signed to the foregoing certificate; and that I know that
the persons aforesaid are the officers of the City named in said certificate, indicated
respectively by the title appended to the respective signature and whose signatures appear
on the Bonds mentioned in said certificate.
Dated at Dubuque, Iowa, the date last above written.
~"~~
(Naill of Bank O..mCer)
!JYI'\~"ei4~ ~s,f
(Name of Bank)
~! .5"Mvr',utt \
I
.6~1V I<.
DCORNELL\4885 16, 1\ WP\l 0422071
-4-
CIG-IO
9/93
TRANSCRIPT CERTIFICATE
I, the undersigned, being first duly sworn, do hereby depose and certity that I am
the duly appointed, qualified and acting Clerk of the City of Dubuque, Iowa, and that as
such Clerk I have in my possession or have access to the complete corporate records of
said City and of its Council and officials, and that I have carefully compared the transcript
hereto attached with the aforesaid corporate records and that said transcript hereto
attached is a true and complete copy of all the corporate records in relation to the
authorization, issuance and disposition of $910,000 General Obligation Urban Renewal
Bonds, Series 2006B, of said City dated the date of delivery, and that said transcript
hereto attached contains a true and complete statement of all the measures adopted and
proceedings, acts and things had, done and performed up to the present time, in relation to
the authorization, issuance and disposition of said bonds, and that said Council consists of
a Mayor and six (6) Council Members, and that said offices were duly and lawfully filled
by the individuals listed in the attached transcript as of the dates and times referred to
therein.
I further certity that said City is and throughout the period of said proceedings has
been governed under the Mayor/Council form of municipal government authorized by
Chapter 372, City Code ofIowa, under the provisions of its charter as recorded with the
Secretary of State.
I further certity that all meetings of the City Council of said City at which action
was taken in connection with said bonds were open to the public at all times in
accordance with a notice of meeting and tentative agenda, a copy of which was timely
served on each member of the Council and was duly given at least twenty-four hours prior
to the commencement of the meeting by notification of the communications media having
requested such notice and posted on a bulletin board or other prominent place designated
for the purpose and easily accessible to the public at the principal office of the Council all
pursuant to the provisions and in accordance with the conditions of the local rules of the
Council and Chapter 21, Code of Iowa.
I further certity that no City officer or employee has any interest in the contract for
the sale of the Bonds or any matter incidental thereto, according to my best knowledge
and belief.
-J-
I further certifY the below stated officers whose signatures appear below are now
the duly qualified and acting officials of the City, possessed ofthe offices as designated
below, to-wit:
Mayor:
Roy Buol
(Original Signature)
City Clerk: Jeanne Schneider
~~~/-r~~daJ
V (Ongmal SIgnature)
Treasurer: Ken TeKippe
~,]~!ro~
~~ my hand and the seal of said City hereto attached this //,-/4..--
of.:A , 2006, at Dubuque, Iowa.
~ /~
~-7. C:r . .
City Clerk, Dubuque, Iowa
day
(SEAL)
-2-
STATE OF IOWA
)
) SS
)
COUNTY OF DUBUQUE
4 s~ibed and sworn to before me by Jeanne Schneider, on this /14 day of
?AA , 2006. ) _ .
/
Public in and for Dubuque County, Iowa
(SEAL)
~~\AL~ SUSAN M. WINTER
<; . " COMMISSION NO.183274
~ . ~ MY COMMISSION EXPIRES
'0"':- 2114108
DCORNELL\488519.1 \ WPlI 0422071
-3-
CIG5.TXT
5/91
AUTHENTICATION ORDER
The undersigned Treasurer of the City of Dubuque, Iowa (the Issuer), pursuant to a
resolution of the City Council of Dubuque, authorizing the issuance and delivery of the
Bonds, acting for and on behalf of the Issuer, hereby deliver to Wells Fargo Bank,
National Association (the Registrar) $910,000 aggregate principal amount ofIssuer's
General Obligation Urban Renewal Bonds, Series 2006B, dated the date of delivery in
fully registered form, bearing interest, maturing and conforming to the specifications set
forth in said Resolution (the Bonds).
Each Bond has been executed on behalf of the Issuer with the manual signature of
the Mayor and the manual signature of the City Clerk. Said signatures are hereby ratified,
affirmed and adopted.
The seal of the Issuer is printed or impressed thereon.
The Registrar is hereby requested to authenticate the Bonds and to complete the
records with respect to registration as provided in the Bond Resolution and the
instructions of the Original Purchaser as to designation of owners of the Bonds.
Upon such authentication, the Registrar is authorized to deliver the Bonds on
behalf of Issuer to the Original Purchaser, UMB Bank, n.a., or their registered assigns,
upon receipt of payment therefor in immediately available funds of the agreed purchase
price plus accrued interest to the date of delivery as shown on Exhibit A attached hereto
and incorporated herein, subject to the receipt at closing of the opinion of bond counsel.
The Original Purchaser shall deposit said monies to account of Issuer as designated in
Exhibit A.
The acknowledgment of receipt of the Bonds by the Original Purchasers, or
registered assigns, shall be evidenced by separate signed receipts or certificates.
Dated: ~ I <:P , 2006.
~r;9.~~
Treasurer
(SEAL)
,
EXHIBIT A
Closing Amounts
Deposit of Funds Instructions
DCORNELL\488521.1 \ WP\! 0422071
CIG6.TXT
5/91
PAYING AGENT: BOND REGISTRAR AND TRANSFER AGENT AGREEMENT
This Agreement is entered into the date hereof between Wells Fargo Bank,
National Association ("Agent" or "Paying Agent") and the City of Dubuque, Iowa
("Issuer").
1. Definition of Terms. The terms "item", "receipt", "transfer", "turnaround",
"process", "business day", and other terms used throughout this Agreement shall be
deemed to have the meanings provided in Rules 17 Ad-I and 17 Ad-2 of the Regulations
promulgated pursuant to the Securities Exchange Act of 1934 and Section 76.10(4) of the
Code ofIowa, as amended and in effect from time to time.
2. Bond Resolution IncOl:porated by Reference. Agent agrees to act on behalf of
Issuer pursuant to the terms ofthis Agreement and pursuant to the Resolution Authorizing
and Providing for the Issuance of $910,000 General Obligation Urban Renewal Bonds,
Series 2006B, dated the date of delivery (the "Bonds"). The Resolution and the terms
thereof are hereby incorporated by reference and the provisions of this Agreement are to
be construed to be consistent with said Resolution. Said Resolution defines among other
items lost, stolen and mutilated Bonds and manner of notice to parties. In the event of
inconsistent language between the Resolution and this Agreement, the terms of the
Resolution shall prevail.
3. Rq,dstrar Function. Agent shall maintain records of the identity of the owners
of the Bonds in order to carry out its function as Registrar and upon request ofIssuer shall
from time to time deliver to Issuer records, documents and other writings made or
accumulated in the performance of its duties as Registrar. In such capacity Agent is
authorized at any time to register for original issue certificates representing the Bonds and
not exceeding the total principal amount of the Bonds ("certificates") and upon surrender
for cancellation of certificates to register new certificates for the principal amount of
Bonds represented by the certificates so canceled and to redeliver such new certificates.
4. Transfer Agent Function. For the purpose of the original issue of certificates
Agent is hereby directed to record and authenticate certificates signed by or bearing the
facsimile signatures of the officers ofIssuer authorized to sign certificates, in such names
and in such amounts as Issuer may direct.
Agent shall make transfers, from time to time upon the records ofIssuer of any
outstanding certificates and of certificates issued in exchange therefor signed by the
officers of Issuer upon surrender thereof for transfer properly endorsed and upon
reasonable assurance that such endorsements are genuine and effective in accordance
with Section 554.8401, Code ofIowa. Upon request for cancellation of such certificates
Agent shall record and authenticate new certificates duly signed and deliver such
certificates to or upon the order of the person entitled thereto.
Agent shall furnish to each owner, at Issuer's expense, one certificate for each
annual maturity. Agent shall furnish additional certificates of lesser denomination to an
owner who so requests.
Certified specimen signatures of the officers ofIssuer and certified specimen
certificates in the form duly approved by Issuer shall be lodged with Agent and upon
request of Agent the Issuer will deliver to the Agent a sufficient supply of certificates in
the form approved.
5. Paying Agent Function. Agent is hereby authorized and shall make payments
of principal and interest to the registered holders of the Bonds as follows:
(a) At least three business days prior to each payment date Issuer
will deposit with the Agent in immediately available funds
such amount as is required to make such payment.
(b) One business day before each payment date Agent will pay
interest and, upon presentation and surrender of the matured
or called Bond, will pay principal to each registered owner of
the Bonds as of the record date by mailing a check to each
such owner. In any case where the date of maturity of interest
on or principal of the Bonds or the date fixed for redemption
of any Bond shall be a Sunday or a legal holiday or a day on
which the banking institutions are authorized by law to close,
then payment of interest or principal may be made on the
succeeding business day with the same force and effect as if
made on the date of maturity or the date fixed for redemption.
Provided, however, that payment of principal shall be made
not later than the second day after receipt of the matured
Bond.
(c) When the Agent shall receive notice from Issuer of its option to
redeem Bonds prior to maturity, the Agent shall select the Bonds to
be redeemed and give notice of the redemption thereof, all in
accordance with the terms of the Bonds and the Resolution.
-2-
6. Form of Records. The records of Agent shall be in such form as to be in
compliance with standards issued from time to time by the Municipal Securities
Rulemaking Board of the United States and any other securities industry standard and the
requirements of the Internal Revenue Code of 1986 and Chapter 76 of the Code ofIowa.
7. Confidentiality of Records. Agent's records in connection with the Bonds shall
remain confidential records entitled to protection and confidentiality pursuant to Section
22.7(17), Code ofIowa. Agent agrees that its use of the records will be limited to the
purposes of this Agreement and that Agent will make no private use or permit any private
access thereto.
8. Reliance Upon Certain Certifications and Representations. Agent may rely
conclusively and act, without further investigation, upon any list, instruction, certification,
authorization, certificate or other instrument or paper suitably guaranteed and believed by
it in good faith and due diligence in performing its functions to be genuine and to have
been signed, countersigned or executed by any duly authorized person or persons or upon
the instruction of any authorized officer ofIssuer or upon the advice ofIssuer's counsel;
and may register any certificate representing the Bonds or may refuse to register any such
certificate if in good faith Agent deems such refusal necessary in order to avoid any
liability on the part of either Issuer or Agent, and Issuer agrees to indemnify and hold
harmless the Agent from and against any and all losses, costs, claims and liability for so
relying or acting or refusing to act.
9. Rules and Regulations Governing Registration. Agent shall comply at all times
with such rules, regulations, and requirements as may govern the registration, transfer and
payment of registered Bonds including without limitation Chapters 76, 384, 554.810 I et
seq. Code ofIowa and standards issued from time to time by the Municipal Securities
Rulemaking Board of the United States and any other securities industry standard and the
requirements of the Internal Revenue Code of 1986.
10. Signature of Officers. In case any of the officers of Issuer whose manual or
facsimile signature appear on any certificate, bond or other record delivered to the Agent
shall cease to be such officer prior to the registration, processing or transfer thereof, the
Agent may nevertheless process such documents as though the person signing the same or
whose facsimile signature appears thereon had not ceased to be such officer unless
written instruction of the Issuer to the contrary is received.
II. Record Date. For purposes of determining the registered owners of the Bonds,
the record date shall be deemed to be the fifteenth day preceding the date on which
payment of principal, premium, ifany, or interest is payable to the registered owners of
-3-
the Bonds ("payment date") whether such payment is due to optional redemption,
operation of a sinking fund, or for any other reason.
12. Three Days Turnaround. Agent agrees that it will turnaround within three
business days of receipt all items received in proper form for transfer, process or other
action pursuant to the terms of this Agreement.
13. Delivery of Bonds. Agent will promptly cancel and deliver to Issuer all Bonds
or certificates representing the Bonds surrendered to it upon payment of the principal,
premium, ifany, and interest owing on such Bonds.
14. Payment of Unclaimed Amounts. In the event any payment check representing
payment of interest or principal on the Bonds is returned to the Paying Agent or is not
presented for payment, or if any Bond is not presented for payment of principal or
premium, if any, at the maturity or redemption date, if funds sufficient to pay such 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
Agreement 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 Agreement by the Owners of such interest or Bonds of whatever nature
shall be made upon the Issuer.
15. No Obligation to Invest. Agent will have no obligation to invest any funds in
its possession.
16. Compensation of Agent. The Issuer will pay Agent reasonable compensation
for its services, based upon the schedule of fees attached or such other schedule of fees as
may be agreed upon from time to time between Agent and Issuer. Agent's compensation
may include the amount of any attorney fees incurred by it under Section 17 hereof.
17. Bond Counsel. When Agent deems it necessary or reasonable it may apply to
bond counsel for the Issuer, or such other law firm or attorney approved by Issuer for
instructions or advice.
-4-
18. Termination of Agreement. This Agreement may be terminated by either party
by giving the other party at least 90 days advance written notice. At termination of the
Agreement Agent shall deliver to Issuer any and all records, documents or other writings
made or accumulated in the performance of its duties under this Agreement and shall
refund the unearned balance, if any, of fees paid in advance by Issuer.
19. Examination of Records. Issuer or its duly authorized agents may examine all
records relating to the Bonds at the principal office of the Agent at reasonable times as
agreed upon with the Agent and such records shall be subject to audit from time to time at
the request ofIssuer or Agent. The Agent, on request, will furnish Issuer with a list of the
names, addresses, and other information concerning the owners of the Bonds or any of
them.
20. Obligations. Rights and Privileges of Agent. Agent shall have, with regard to
the particular functions it performs, the same obligation to the holder or owner of the
Bonds and shall have the same rights and privileges as the Issuer has in regard to those
functions.
Dated this
day of
,2006.
CITY OF DUBUQUE, IOWA, ISSUER
ATTEST:
~A'~~~~QJ
ttesting Officer
-5-
WELLS FARGO BANK, NATIONAL
ASSOCIATION, AGENT
By:
.~ ~/, A:
/J<-, (~ ." '-z.!r>.-1<
. . /l::/f~
t ../~"':--e ,; /"'l/.7 ,.:{:j_L....
(Title)
ATTEST:
By: (}n^-~~~LkG
leu 21' diU
(Title)
-6-
WJEJLLS
FARGO
Wells Fargo Bank N.A.
Corporate Trust Services
666 Walnut St, P.O. Box 837
Des Moines, IA 50304-0837
Tel: (515) 245-8504
Fax: (515) 245-8532
SCHEDULE OF FEES
to act as Registrar, Paying Agent
City of Dubuque, Iowa
General Obligation Urban Renewal Bonds, Series 2006B
Pavin!! A!!ent Acceptance Fee:
$100.00 per Series
Initial Fees as they relate to the examination of bond, note, and loan documentation by us as fiduciary or
our counsel; preparation of trustee certificates, receipts and related closing documentation; authentication
and delivery of securities; transfer or investments of funds where required, etc.
Pavin!! A!!ent Annual Administration Fee:
$400.00 per Series
The Annual Fee includes ordinary administrative duties: examination of statements, certificates and
documents filed by obligors to evidence compliance with various indenture provisions; custodial services
of investment securities; safekeeping unauthenticated certificates; maintenance of registered security
holders' records; investment of funds; account balance accounting and confirmation; collateral
documentation safekeeping and releases; communication with obligor and security holders as necessary
for compliance purposes; preparation of billings transactions, asset statements, and reports; destruction of
coupons, bonds, securities, etc. We do not charge for reinvestment of funds held for payment of
principal and interest.
Trusttee Acceptance Fee: waived
Initial Fees as they relate to Wells Fargo Bank acting in the capacity of Trustee - includes creation and
examination of the Refunding Trust Agreement; acceptance of the Trustee appointment; setting up of
Trust Account(s) and accounting records; coordination of receipt of funds for deposit to the Trust
Account(s); and due diligence performed on applicable parities to the agreement.
Acceptance Fee payable at time of execution.
The initial fee and the first year's annual fee are payable at closing. The annual fees thereafter are
payable in advance on each anniversary of the closing date.
Dissemination & Disclosure Services:
See Below
*Only if we are required to do so, there will be a $500.00 charge for serving as Disseminating Agent
under the Continuing Disclosure Agreement if we are required by that agreement and do submit periodic
disclosures to repositories.
Out-of. Pocket EXDenses:
At Cost
All out-of-pocket expenses will be billed in addition to the above, if any, such as airborne or federal
express, outside accounting fIrms, publication costs, arbitrage calculations, default administration, or
other duties as may be mandated by further law or regulatory agencies. Extraordinary services, if
required, will be billed at the prevailing rates, when incurred.
Terms and Conditions
1. The fees quoted in this proposal are contingent upon review of the fInal documentation.
2. Should this documentation change substantially or the transaction become increasingly complex prior
to fInal closing, Wells Fargo reserves the right to adjust its fees accordingly.
3. Should a Forward Delivery Agreement or Guaranteed Investment Contract be used, Wells Fargo
reserves the right to negotiate its fees.
Wells Fargo's bid is based on the/ollowing assumptions:
· Number of GO Series: one (I)
· Number of Escrow Accounts: None
· Duration of Escrow Account: N/A
· The issue will be Book-Entry
· Number of closings; (1)
· Interest rate: Fixed
· Frequency of interest payments to holders; Semi-Annual
· Frequency of principal payments to holders: Semi-Annual
This proposal is based upon the assumptions listed above which pertain to the responsibilities and
risks involved in Wells Fargo undertaking the role(s) of Registrar, Paying Agent & Trustee. These
assumptions are based on information provided to us as of the date of this proposal. Our proposal
is subject to review and acceptance of the final documents. Should any of the assumptions, duties
or responsibilities change, we reserve the right to affirm, modify or rescind our proposal.
.
CIG03.TXT
5/91
CITY CLERK'S CERTIFICATION TO COUNTY AUDITOR
Pursuant to the provisions of Section 76.2 of the Code ofIowa, I do hereby certity
that attached hereto is a true and correct copy of the Resolution authorizing the issuance
of $910,000 General Obligation Urban Renewal Bonds, Series 2006B, and levying a tax
therefor adopted by the Council of the City of Dubuque, Iowa, on the date thereof, the
original of which is on file in the records of the undersigned.
Dated this /? day of ~~ ,2006.
/7~~~
t6-;;;t of the City of Dubuque, Iowa
(CITY SEAL)
-----------------------------------------------------------------------------------------------------------
COUNTY AUDITOR'S CERTIFICATE
I, Denise M. Dolan , County Auditor of Dubuque County, Iowa,
hereby certity that on the 1 (}fh day of J u 1 Y , 2006 there was
filed in my office the Resolution of the City Council of Dubuque, Iowa, adopted on the
17th day of April, 2006, said Resolution levying a tax for the purpose of paying principal
and interest on $910,000 of General Obligation Urban Renewal Bonds, Series 2006B,
dated the date of delivery, and authorizing the issuance of said Bonds, all duly certified
upon the form attached above.
~~'6-L h..J~
County Auditor of Dubuque County, Iowa
(COUNTY SEAL)
DCORNELL\488517.l\WPII0422071