Bonds, Refunding, Series 2006C
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MEMORANDUM
April 1 0, 2006
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Procedure to Complete Action of Issuance of $3,525,000 General
Obligation Refunding Bonds, Series 2006C to Partially Refund $2,750,000
General Obligation Bonds, Series 2000B, dated June 1, 2000, and
$6,290,000 General Obligation Bonds, Series 2000C, dated November 1,
2000
Finance Director Ken TeKippe is recommending the procedure to complete action of
issuance of $3,525,000 General Obligation Refunding Bonds, Series 2006C to partially
refund $2,750,000 General Obligation Bonds, Series 2000B dated June 1, 2000, and
$6,290,000 General Obligation Bonds, Series 2000C, dated November 1, 2000.
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.
(It { L1/1rJ(
Michael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
Ken TeKippe, Finance Director
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Memorandum
TO: Michael C. Van Milligen, City Manager
FROM:
Ken TeKippe, Finance Director
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SUBJECT: Procedure to Complete Action of Issuance of $3,525,000 General
Obligation Refunding Bonds, Series 2006C to Partially Refund $2,750,000
General Obligation Bonds, Series 2000B dated June 1, 2000 and
$6,290,000 General Obligation Bonds, Series 2000C dated November 1,
2000
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.
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Enclosures
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 Kevin Lynch seconded the motion to adopt. The roll was called
and the vote was,
AYES:
Braig, Buol, Cline, Connors,
Jones, Lynch, Michalski
NAYS:
None
Whereupon, the Mayor declared the resolution duly adopted as follows:
RESOLUTION #142-06
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,
$3,525,000 General Obligation Refunding Bonds, Series 2006C, dated the date of
delivery, have been sold at public sale and action should now be taken to provide for the
maintenance of records, registration of certificates and payment of principal and interest
in connection with the issuance of the Bonds; and
WHEREAS, this Council has deemed that the services offered by Wells Fargo
Bank, National Association of Des Moines, Iowa, are necessary for compliance with
rules, regulations, and requirements governing the registration, transfer and payment of
registered Bonds; and
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. .
.
. .
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 I. 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$3,525,000 General Obligation Refunding Bonds, Series
2006C, 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 l7th day of April, 2006.
Roy D. Buol, Mayor
ATTEST:
Jeanne F. Schneider, City Clerk
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.
AYES:
Braig, Buol, Cline, Connors,
Jones, Lynch, Michalski
NAYS: None
Whereupon, the Mayor declared said Resolution duly adopted as follows:
RESOLUTION #143-06
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $3,525,000 GENERAL OBLIGATION REFUNDING
BONDS, SERIES 2006C, 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 ofIowa; and
WHEREAS, the Issuer is in need of funds to pay costs of refunding and
refinancing of outstanding City indebtedness, consisting of the General Obligation Bonds,
Series 2000B, dated June 1,2000, and the General Obligation Bonds, Series 2000C, dated
November 1,2000, an essential corporate purpose, and it is deemed necessary and
advisable that General Obligation Refunding Bonds in the amount of $3,525,000 be
issued for said purpose; and
WHEREAS, pursuant to notice published as required by Section 384.25 of said
Code, this Council has held a public meeting and hearing upon the proposal to institute
proceedings for the issuance of said Bonds, and the Council is therefore now authorized
to proceed with the issuance of said Bonds; and
WHEREAS, pursuant to the provisions of Chapter 75 of the Code ofIowa, 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 CITY 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:
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. "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 $3,525,000 General Obligation Bonds, Series
2006C, authorized to be issued by this Resolution.
. "Cede & Co." shall mean Cede & Co., the nominee ofDTC, and any
successor nominee ofDTC 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 ofDTC or its nominee.
. "DTC" shall mean The Depository Trust Company, New York, New
York, a limited purpose trust company, or any successor book -entry securities
depository appointed for the Bonds.
. "Escrow Fund" shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of 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
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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.
. "Rebate Fund" shall mean the fund so defined in and established
pursuant to the Tax Exemption Certificate.
. "Refunded Bonds" shall mean the 2010 through 2020 principal
maturities ofthe General Obligation Bonds, Series 2000B, dated June 1,2000, and
the 2018 through 2020 principal maturities of the General Obligation Bonds,
Series 2000C, dated November 1,2000.
. "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 ofthe 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.
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:
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AMOUNT
FISCAL YEAR (JULY 1 TO JUNE 30)
YEAR OF COLLECTION:
$289,401
139,098
304,098
303,075
301,785
305,223
298,285
301,255
298,748
300,948
732,653
731,653
744,315
2007/2008
2008/2009
2009/2010
2010/2011
201112012
2012/2013
2013/2014
2014/2015
2015/2016
2016/2017
2017/2018
2018/2019
2019/2020
(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.
(c) Additional City Funds Available. Principal and interest coming due at
any time when the proceeds of said tax on hand shall be insufficient to pay the
same shall be promptly paid when due from current funds of the City available for
that purpose and reimbursement shall be made from such special fund in the
amounts thus advanced.
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
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collected they shall be converted into a special fund within the Debt Service Fund to be
known as the "GENERAL OBLIGATION REFUNDING BOND FUND 2006C" (the
"Bond Fund"), which is hereby pledged for and shall be used only for the payment ofthe
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. Deposit of Proceeds In Escrow. The proceeds derived from the sale of
the Bonds herein authorized shall be placed in escrow with Wells Fargo Bank, N.A. of
Dubuque, Iowa, as Trustee under the Refunding Trust Agreement, which Trustee shalll)
hold such proceeds in a special and irrevocable trust fund, 2) invest such proceeds only in
cash or direct obligations of the United States, and 3) apply such proceeds and earnings
thereon only in accordance with the terms and conditions of the Refunding Trust
Agreement in such manner that the amounts deposited will be sufficient, without the need
of any further investment or reinvestment to retire all of the Refunded Bonds on June l,
2009. All the terms and conditions of the Refunding Trust Agreement are hereby
incorporated by reference in this Resolution as if set forth herein in full. The Refunding
Trust Agreement is hereby approved and confirmed as binding upon the Issuer, and the
Mayor and City Clerk are hereby authorized to execute the same on behalf of the Issuer.
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 ofIowa, 2005 (formerly Chapter 452, Code ofIowa, 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 l2C ofthe Code ofIowa, 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.
Section 6. Bond Details, Execution and Redemption.
(a) Bond Details. General Obligation Refunding Bonds, Series 2006C, of the City
in the amount of$3,525,000, shall be issued pursuant to the provisions of Section 384.25
of the City Code ofIowa for the aforesaid purpose. The Bonds shall be designated
"GENERAL OBLIGATION REFUNDING BOND, SERIES 2006C", dated the date of
delivery, and bear interest from the date thereof, until payment thereof, at the office of the
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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
3.65% $165,000 2010
3.70 170,000 2011
3.75 175,000 2012
3.75 185,000 2013
3.80 185,000 2014
3.85 195,000 2015
3.90 200,000 2016
3.95 210,000 2017
4.00 650,000 2018
4.05 675,000 2019
4.10 715,000 2020
(b) Redemption. 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.
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If selection by lot within a maturity is required, the Registrar shall designate the
bonds to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of bonds to be called has been reached.
Section 7. Issuance of Bonds in Book-Entry Form: Replacement Bonds.
(a) Notwithstanding the other provisions of this Resolution regarding
registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer
determines to permit the exchange of Depository Bonds for Bonds in the Authorized
Denominations, the Bonds shall be issued as Depository Bonds in denominations of the
entire principal amount of each maturity of Bonds (or, if a portion of said principal
amount is prepaid, said principal amount less the prepaid amount); and such Depository
Bonds shall be registered in the name of Cede & Co., as nominee ofDTC. Payment of
semi-annual interest for any Depository Bond shall be made by wire transfer or New York
Clearing House or equivalent next day funds to the account of Cede & Co. on the interest
payment date for the Bonds at the address indicated in or pursuant to the Representation
Letter.
(b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent
shall have any responsibility or obligation to any Participant or to any Beneficial Owner.
Without limiting the immediately preceding sentence, neither the Issuer nor the Paying
Agent shall have any responsibility or obligation with respect to (i) the accuracy of the
records of DTC or its nominee or of any Participant with respect to any ownership interest
in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other
person, other than DTC or its nominee, of any notice with respect to the Bonds, (iii) the
payment to any Participant, any Beneficial Owner or any other person, other than DTC or
its nominee, of any amount with respect to the principal of, premium, if any, or interest on
the Bonds, or (iv) the failure ofDTC to provide any information or notification on behalf
of any Participant or Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC
or its nominee to be, the absolute owner of each Bond for the purpose of payment of the
principal of, premium, if any, and interest on such Bond, for the purpose of all other
matters with respect to such Bond, for the purpose of registering transfers with respect to
such Bonds, and for all other purposes whatsoever (except for the giving of certain
Bondholder consents, in accordance with the practices and procedures ofDTC as may be
applicable thereto). The Paying Agent shallpay all principal of, premium, ifany, and
interest on the Bonds only to or upon the order of the Bondholders as shown on the
Registration Books, and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to the principal of, premium, if any, and
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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 ofDTC thereunder, and the Paying Agent shall
comply therewith.
(c) Upon (i) a determination by the Issuer that DTC is no longer able to carry
out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC
that the Bonds are no longer eligible for its depository services or (iii) a determination by
the Paying Agent that DTC has resigned or discontinued its services for the Bonds, if
such substitution is authorized by law, the Issuer shall (A) designate a satisfactory
substitute depository as set forth below or, if a satisfactory substitute is not found,
(B) provide for the exchange of Depository Bonds for replacement Bonds in Authorized
Denominations.
(d) To the extent authorized by law, if the Issuer determines to provide for the
exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall
so notify the Paying Agent and shall provide the Registrar with a supply of executed
unauthenticated Bonds to be so exchanged. The Registrar shall thereupon notify the
owners of the Bonds and provide for such exchange, and to the extent that the Beneficial
Owners are designated as the transferee by the owners, the Bonds will be delivered in
appropriate form, content and Authorized Denominations to the Beneficial Owners, as
their interests appear.
( e) Any substitute depository shall be designated in writing by the Issuer to the
Paying Agent. Any such substitute depository shall be a qualified and registered "clearing
agency" as provided in Section 17 A of the Securities Exchange Act of 1934, as amended.
The substitute depository shall provide for (i) immobilization of the Depository Bonds,
(ii) registration and transfer of interests in Depository Bonds by book entries made on
records of the depository or its nominee and (iii) payment of principal of, premium, if
any, and interest on the Bonds in accordance with and as such interests may appear with
respect to such book entries.
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Section 8. Registration of Bonds: Appointment of Registrar: Transfer: Ownership:
Delivery: and Cancellation.
(a) Registration. The ownership of Bonds may be transferred only by the making
of an entry upon the books kept for the registration and transfer of ownership of the
Bonds, and in no other way. Wells Fargo Bank, National Association is hereby appointed
as Bond Registrar under the terms of this Resolution (and under the provisions of a
separate agreement with the Issuer filed herewith which is made a part hereof by this
reference.) Registrar shall maintain the books of the Issuer for the registration of
ownership of the Bonds for the payment of principal of and interest on the Bonds as
provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the
Uniform Commercial Code and Section 384.31 of the Code ofIowa, subject to the
provisions for registration and transfer contained in the Bonds and in this Resolution.
(b) Transfer. The ownership of any Bond may be transferred only upon the
Registration Books kept for the registration and transfer of Bonds and only upon
surrender thereof at the office of the Registrar together with an .assignment duly executed
by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to
the Registrar, along with the address and social security number or federal employer
identification number of such transferee (or, if registration is to be made in the name of
multiple individuals, of all such transferees). In the event that the address of the
registered owner of a Bond (other than a registered owner which is the nominee of the
broker or dealer in question) is that ofa broker or dealer, there must be disclosed on the
Registration Books the information pertaining to the registered owner required above.
Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or
denominations permitted by this Resolution in aggregate principal amount equal to the
unmatured and unredeemed principal amount of such transferred fully registered Bond,
and bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
(c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds,
the Registrar shall register, at the earliest practicable time, on the Registration Books, the
Bonds, in accordance with the provisions of this Resolution.
(d) Ownership. As to any Bond, the person in whose name the ownership of the
same shall be registered on the Registration Books of the Registrar shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of or on account of
the principal of any such Bonds and the premium, if any, and interest thereon shall be
made only to or upon the order of the registered owner thereof or his legal representative.
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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.
(t) 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 ofthe 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 ofthe 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. Destroyed. Stolen or Lost Bonds. In case any
outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall
at the request of Registrar authenticate and deliver a new Bond of like tenor and amount
as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such
mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and
substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence
satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost
and proof of ownership thereof, and upon furnishing the Registrar and Issuer with
satisfactory indemnity and complying with such other reasonable regulations as the Issuer
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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 II. Execution. Authentication and Delivery of the Bonds. Upon the
adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to
the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of
the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled to
any right or benefit hereunder unless the Registrar shall duly endorse and execute on such
Bond a Certificate of Authentication substantially in the form of the Certificate herein set
forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be
conclusive evidence that the Bond so authenticated has been duly issued under this
Resolution and that the holder thereof is entitled to the benefits of this Resolution.
No Bonds shall be authenticated and delivered by the Registrar unless and until
there shall have been provided the following:
1. A certified copy of the Resolution ofIssuer authorizing the issuance of the
Bonds;
2. A written order ofIssuer 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.
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.
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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 (0) I I (0) I
I (7) I I (8) I
I (I) I
I (2) I I (J) I I (4) I I ()) I
(9)
I (9a) I
(10)
(Continued on the back of this Bond)
I (11)(Il)(U) I I (14) I I (I)) I
FIGURE 1
(Front)
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(10)
(Continued)
(16)
FIGURE 2
(Back)
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The text of the Bonds to be located thereon at the item numbers shown shall be as
follows:
Item I, figure I = "STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"GENERAL OBLIGATION REFUNDING BONDS"
"SERIES 2006C"
Item 2, figure I = Rate:
Item 3, figure I = Maturity:
Item 4, figure I = Bond Date: May 2, 2006
Item 5, figure I = Cusip No.:
Item 6, figure I = "Registered"
Item 7, figure I = Certificate No.
Item 8, figure I = Principal Amount: $
Item 9, figure I = 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 ofthis 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 Section 384.25 of the City Code
of Iowa, for the purpose of paying costs of refunding and refinancing of outstanding City
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indebtedness, consisting of the General Obligation Bonds, Series 2000B, dated June 1,
2000, and the General Obligation Bonds, Series 2000C, dated November 1, 2000, 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 (tlDTC"), 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 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 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 ofthis 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
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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 II, figure 1 = Date of authentication:
Item 12, figure 1 = This is one oftht;Bonds described in the within mentioned
Resolution, as registered by Wells Fargo Bank, National
Association.
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Registrar
By:
Authorized Signature
Item 13, figure 1 = Registrar and Transfer Agent:
Wells Fargo Bank, National Association
Paying Agent: Wells Fargo Bank, National Association
SEE REVERSE FOR CERTAIN DEFINITIONS
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Item 14, figure I = (Seal)
Item 15, figure I = [Signature Block]
CITY OF DUBUQUE, IOWA
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)
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
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Transfer Agent. Such standards and procedures may require signature to be
guaranteed by certain eligible guarantor institutions that participate in a recognized
signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name ofTransferee(s)
Address ofTransferee(s)
Social Security or Tax
Identification Number of
Transferee( s)
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)
ADDITIONAL ABBREVIATIONS MAY
ALSO BE USED THOUGH NOT IN THE ABOVE LIST
Section 14. Contract Between Issuer and Purchaser. This Resolution constitutes a
contract between said City and the purchaser of the Bonds.
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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 ofthe
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 ofthe 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 (1) 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
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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 ofthe 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 ofthis 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.
PASSED AND APPROVED this 17th day of April, 2006.
Roy D. Buol, Mayor
Attest:
Jeanne F. Schneider, City Clerk
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Council Member Joyce Connors introduced the following Resolution
entitled "RESOLUTION AUTHORIZING THE REDEMPTION OF CERTAIN OF THE
OUTSTANDING GENERAL OBLIGATION BONDS, SERIES 2000B, DATED JUNE
1,2000, AND GENERAL OBLIGATION BONDS, SERIES 2000C, DATED
NOVEMBER 1,2000, OF THE CITY OF DUBUQUE, IOWA, AND DIRECTING
NOTICE OF REDEMPTION," and moved its adoption. Council Member
Kevin Lynch seconded the motion to adopt. The roll was called and the vote
was,
AYES: Braig, Buol, Cline, Connors,
Jones, Lynch, Michalski
NAYS:
None
Whereupon, the Mayor declared the resolution duly adopted as follows:
RESOLUTION #144-06
RESOLUTION AUTHORIZING THE REDEMPTION OF CERTAIN OF
THE OUTSTANDING GENERAL OBLIGATION BONDS, SERIES
2000B, DATED JUNE 1,2000, AND GENERAL OBLIGATION BONDS,
SERIES 2000C, DATED NOVEMBER 1,2000, OF THE CITY OF
DUBUQUE, IOWA, AND DIRECTING NOTICE OF REDEMPTION
WHEREAS, the City did by Resolution dated June 5, 2000, authorize the issuance
of $2,750,000 General Obligation Bonds, Series 2000B, dated June 1,2000 (the "Series
2000B Bonds"); and
WHEREAS, the City did by Resolution No. 520-00 dated November 6, 2000,
authorize the issuance of $6,265,000 General Obligation Bonds, Series 2000C, dated
November 1,2000 (the "Series 2000C Bonds"); and
WHEREAS, the Series 2000B Bonds and the Series 2000C Bonds maturing after
June 1,2009 are redeemable in any order of maturity upon giving notice in the manner
provided in the resolutions authorizing the issuance of the Series 2000B Bonds and the
Series 2000e Bonds; and
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WHEREAS, it is deemed necessary and advisable that certain of the Series 2000B
Bonds and the Series 2000C Bonds be so redeemed and notice of redemption be given.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF DUBUQUE, IOWA:
Section 1. That the 2010 through 2020 principal maturities of the General
Obligation Bonds, Series 2000B, dated June 1,2000, in the aggregate amount of
$1,905,000, and the 2018 through 2020 principal maturities of the General Obligation
Bonds, Series 2000C, dated November 1,2000, in the aggregate amount of$I,440,000,
be and the same are hereby redeemed as of June 1,2009.
Wel1s Fargo Bank, N.A., as Registrar and Paying Agent for the Refunded Bonds,
is hereby authorized and directed to cause notices of such redemption to be given not less
than thirty (30) days prior to the redemption date.
Section 2. The Finance Director is hereby authorized and directed to cause to be
deposited with Wells Fargo Bank, N.A., as trustee under the Refunding Trust Agreement
dated as of May 2, 2006, from the proceeds of the General Obligation Refunding Bonds,
Series 2006C, an amount sufficient to pay all principal and interest on the redeemed
Series 2000B Bonds and the Series 2000C Bonds to the date of redemption. The form of
Refunding Trust Agreement is hereby approved and the Mayor and City Clerk are
authorized to execute and deliver the same for and on behalf of the City upon issuance of
the Series 2006C Bonds.
Section 3. That the form of such notices be substantial1y as fol1ows:
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NOTICE OF THE CALL OF BONDS FOR REDEMPTION
TO THE HOLDERS OF THE FOLLOWING DESCRIBED BONDS:
Please take notice that the Bonds described below have been called for
redemption. Owners of the Bonds should present their Bonds for payment on the
Redemption Date.
Issuer:
City of Dubuque, Iowa
Original Issue Amount: $2,750,000
Bond Issue: General Obligation Bonds, Series 2000B
Dated Date: June I, 2000
Redemption Date: June 1,2009
Redemption Price: Par, plus accrued interest
Bonds Called for Redemption
Principal Interest Maturity CUSIP
Amount Rate Date Numbers
$130,000 5.800% June 1,2010 263867 NP4
140,000 5.800 June 1,2011 263867 NQ2
145,000 5.800 June 1,2012 263867 NRO
155,000 5.800 June 1,2013 263867 NS8
160,000 5.800 June 1,2014 263867 NT6
170,000 5.800 June 1,2015 263867 NU3
180,000 5.800 June 1,2016 263867 NVI
190,000 5.800 June 1,2017 263867 NW9
200,000 5.800 June 1,2018 263867 NX7
210,000 5.800 June 1,2019 263867 NY5
225,000 5.875 June 1,2020 263867 NZ2
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No representation is made as to the accuracy of the CUSIP numbers printed
herein or on the Bonds.
The above Bonds should be presented to Wells Fargo Bank, N.A., 666 Walnut
Street, Des Moines, Iowa 50309, telephone (515/245-8504). This represents a full call of
the outstanding obligations. All interest will cease to accrue on the Redemption Date.
Wells Fargo Bank, National Association
(End of Notice)
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NOTICE OF THE CALL OF BONDS FOR REDEMPTION
TO THE HOLDERS OF THE FOLLOWING DESCRIBED BONDS:
Please take notice that the Bonds described below have been called for
redemption. Owners of the Bonds should present their Bonds for payment on the
Redemption Date.
Issuer:
City of Dubuque, Iowa
Original Issue Amount: $6,265,000
Bond Issue: General Obligation Bonds, Series 2000C
Dated Date: November I, 2000
Redemption Date: June I, 2009
Redemption Price: Par, plus accrued interest
Bonds Called for Redemption
Principal Interest Maturity CUSIP
Amount Rate Date Numbers
$455,000 5.125% June 1,2018 263867 PS6
475,000 5.125 June 1,2019 263867 PT4
510,000 5.250 June I, 2020 263867 PUI
No representation is made as to the accuracy of the CUSIP numbers printed
herein or on the Bonds.
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The above Bonds should be presented to Wells Fargo Bank, N.A., 666 Walnut
Street, Des Moines, Iowa 50309, telephone (515/245-8504). This represents a full call of
the outstanding obligations. All interest will cease to accrue on the Redemption Date.
Wells Fargo Bank, National Association
(End of Notice)
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PASSED AND APPROVED this 17th day of April. 2006.
Roy D. Buol, Mayor
ATTEST:
Jeanne F. Schneider, City Clerk
City Clerk
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