Loan Notes $1,889,521 G.O. Capital Loan Notes
D~~~E
~ck.~
MEMORANDUM
November 21, 2006
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Proceedings for Public Hearing on the Issuance of $1 ,889,521 General
Obligation Capital Loan Notes (Interim Financing) (State of Iowa
Revolving Fund Loan)
Finance Director Ken TeKippe recommends the City Council approve the issuance of
not to exceed $1,889,521 in General Obligation Capital Loan Notes to be used for the
Lower Bee Branch Creek Restoration Project ($1,040,000), the Upper Bee Branch
Creek Restoration Project ($617,821) and culvert improvements and creek restoration
and stabilization undertaken as part of the North Fork Catfish Creek Project ($231,700).
I concur with the recommendation and respectfully request Mayor and City Council
approval.
M;,C.~i ~;!nk
MCVM/jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
K:enneth J. TeKippe, Finance Director
5~~~JE
~~~
Memorandum
TO: Michael C. Van Milligen, City Manager
FROM:
Kenneth J. TeKippe, Finance Director ~ !). 0 !~
SUBJECT: Proceedings for Public Hearing on the Issuance of $1 ,889,521
General Obligation Capital Loan Notes (Interim Financing)
(State of Iowa Revolving Fund Loan)
DATE: November 21,2006
The purpose of this memorandum is to provide the suggested proceedings for the public
hearing on the issuance of General Obligation Capital Loan Notes (interim financing)
under the State of Iowa Revolving Fund Loan (SRF) program.
The loan funds will be used for the Lower Bee Branch Creek Restoration Project
($1,040,000), the Upper Bee Branch Creek Restoration Project ($617,821) and culvert
improvements and creek restoration and stabilization undertaken as part of the North
Fork Catfish Creek Project ($231,700).
The proceedings have been prepared on the basis that no objections will be filed with
the City Clerk. If there are objections, we will need to summarize them. The Mayor will
then declare the hearing on the issuance of said Bonds to be closed. Immediately
following, a resolution is to be introduced and adopted entitled "Resolution Instituting
Proceedings to Take Additional Action for the Authorization of a Loan and Disbursement
Agreement and the Issuance of $1,889,521 General Obligation Capital Loan Notes."
In the event the Council decides to abandon the proposal to issue said loans, then the
form of resolution included in said proceedings should not be adopted. In this event, a
motion needs to be adopted to the effect that such loan proposal is abandoned.
Section 384.83 of the Code of Iowa provides that any resident or property owner of the
City may appeal the decision to take additional action to issue the loan, to the District
Court of a county in which any part of the City is located, within 15 days after such
additional action is taken, but that the additional action is final and conclusive unless the
court finds that the Council exceeded its authority.
A second resolution approving and authorizing the form of Interim Loan and
Disbursement Agreement then should be considered. This resolution authorizes the
issuing of a Project Note to the Iowa Finance Authority.
The action steps for City Council are to hold the public hearing and approve the two
resolutions. A letter from attorney William Noth detailing information on the bond
hearing is enclosed.
KT/jg
Attachments
cc: Barry Lindahl, City Attorney
Dawn Lang and Jenny Larson, Budget Directors
Jeanne Schneider, City Clerk
AHLERS 4COONEY, P.C.
ATTORNEYS ATLAW
100 COURT AVENUE' SUITE 600
OES MOINES. IOWA 50309-2231
PHONE 515-2/03-7611
FAX, 515-243-2149
WWW.AHlERSlAW.COM
WilliAM J. NOTH
WNOTH@AHlERSlAW.COM
Direct Dial;
(515)246-0332
November 17, 2006
Mr. Ken TeKippe
Finance Officer
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001-4864
RE: $1,889,521 General Obligation Capital Loan Notes
(Interim financing)
(State ofIowa Revolving Fund Loan)
Dear Mr. TeKippe:
So that you will have them when the need arises, I am enclosing suggested public
hearing proceedings relating to the authorization of the above Notes. These are prepared
to show as a first step the receipt of any oral or written objections from any resident or
property owner to the proposed action of the Council to authorize the form of Loan and
Disbursement Agreement and issue the Notes to the Iowa Finance Authority (the
"Authority"). A summary of objections received or made, if any, should be attached to
the proceedings. After all objections have been received and considered if the Council
decides to enter into the Agreement and issue the Notes, a form of resolution follows that
should be introduced and adopted, entitled "Resolution Instituting Proceedings to Take
Additional Action."
Section 384.83 of the Code ofIowa provides that any resident or property owner of
the City may appeal the decision to take additional action to the District Court of a county
in which any part of the City is located, within 15 davs after such additional action is
taken, but that the additional action is final and conclusive unless the court finds that the
Council exceeded its authority.
WISHARD & BAilY - 1888: GUERNSEY & BAilY. 1893; BAILY & STIPP - 1901: STIPP. PERRY. BANNISTER & STARZINGER - 1914; BANNISTER. CARPENTER.
AHLERS & COONEY- 1950: AHLERS, COONEY, DORWEILER. ALLBEE. HAYNIE & SMITH - 1974: AHLERS. COONEY, DORWEILER, HAYNIE. SMITH & ALLBEE. P.C. -1990
November 17,2006
Page 2
In the event an appeal is filed by any resident or property owner, please see that we
are notified immediately; and, as soon as available, a copy of the notice of appeal should
be furnished our office for review.
In the event the Council decides to abandon the proposal then the form of
resolution included in said proceedings should not be adopted. We would suggest that, in
this event, a motion merely be adopted to the effect that such proposal is abandoned.
I also am enclosing proceedings which include a resolution approving and
authorizing the form ofInterim Loan and Disbursement Agreement and authorizing the
issuance of a Project Note to the Authority. The Interim Loan and Disbursement
Agreement sets forth a number of covenants and agreements on the part of the City with
respect to the repayment of the Loan.
This Project Note is secured by the proceeds of the General Obligation Capital
Loan Notes the City will issue as the permanent financing for the Project.
Extra copies of the proceedings are enclosed to be completed as the original and
certified back to our office.
I am also enclosing the final closing certificates for the interim financing (planning
and design loan). The Transcript Certificate can be completed and dated as soon as final
action has been taken. The Delivery Certificate should be executed but left undated.
Similarly, all copies of the Interim Loan and Disbursement Agreement should be signed
and sealed but left undated. The dates will be added pursuant to authorization from the
City at the time of final closing and delivery of the Project Note to the Authority. Please
return these certificates and all copies of the Agreement to me for holding and review
before the closing arrangements are made.
An original form of Project Note R-I is enclosed as well. The Project Note should
be manually signed by the Mayor and Clerk on the lines indicated on page 2, the seal of
the City should be impressed as indicated and the Clerk should manually execute as the
Registrar where indicated. The maturity date on page I, and the date of authentication on
page 2 is not known at this time and should be left blank; said dates will be inserted as of
the actual closing date. The completed Project Note also should be returned to us for
holding prior to closing. A highlighted copy of the Project Note is enclosed to illustrate
the various spaces where a signature or seal is needed.
.
November 17, 2006
Page 3
Upon receipt of all executed documents, we will coordinate with the Authority to
close the interim loan. This will permit you to begin disbursements in accordance with
the rules of the Authority. We will be in contact as soon as this closes.
If any questions arise, please don't hesitate to call.
Yours very truly,
~
William J. Noth
WJN:dc
encl.
cc: Barry Lindahl
Dawn Lang
Jeanne Schneider
DCORNELLI514593.1 IWPII 0422075
The Council then considered the proposed action and the extent of objections
thereto.
Whereupon, Council Member Patricia Cline introduced
and delivered to the Clerk the Resolution hereinafter set out entitled "RESOLUTION
INSTITUTING PROCEEDINGS TO TAKE ADDITIONAL ACTION FOR THE
AUTHORIZATION OF A LOAN AND DISBURSEMENT AGREEMENT AND THE
ISSUANCE OF $1,889,521 GENERAL OBLIGATION CAPITAL LOAN NOTES", and
moved:
[]
that the Resolution be adopted.
D
to ADJOURN and defer action on the Resolution and
the proposal to institute proceedings to the meeting
to be held at o'clock .M. on the
day of , 2006, at this place.
Council Member Kev in Lynch
was called and the vote was,
seconded the motion. The roll
AYES: Braig, Buol, Cline, Connors,.
Jones, Lynch, Michalski
NAYS:
None
Whereupon, the Mayor declared the measure duly adopted.
RESOLUTION NO. 585-06
RESOLUTION INSTITUTING PROCEEDINGS TO TAKE
ADDITIONAL ACTION FOR THE AUTHORIZATION OF A LOAN
AND DISBURSEMENT AGREEMENT AND THE ISSUANCE OF
$1,889,521 GENERAL OBLIGATION CAPITAL LOAN NOTES
-4-
~
DCORNELL\514595.IIWPI0422075
-7-
. .
WHEREAS, pursuant to notice published as required by law, this Council has held
a public meeting and hearing upon the proposal to institute proceedings for the
authorization of a Loan and Disbursement Agreement by and between the City, the Iowa
Finance Authority, the Iowa Department of Natural Resources and Wells Fargo Bank,
N.A. and the issuance to the Iowa Finance Authority of$I,889,521 General Obligation
Capital Loan Notes to evidence the obligations of the City under said Loan and
Disbursement Agreement, for the purpose of paying costs of constructing storm water
interceptor and culvert improvements, including those costs associated with the Lower
Bee Branch Creek Restoration Project, the restoration or day-lighting of the buried Upper
Bee Branch Creek, and culvert improvements and creek restoration and stabilization
undertaken as part of the North Fork Catfish Creek Project, and has considered the extent
of objections received from residents or property owners as to said proposal and,
accordingly the following action is now considered to be in the best interests ofthe City
and residents thereof:
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF DUBUQUE, IOWA:
Section 1. That this Council does hereby institute proceedings and takes
additional action for the authorization of a Loan and Disbursement Agreement by and
between the City, the Iowa Finance Authority, the Iowa Department of Natural Resources
and Wells Fargo Bank, N.A. and the issuance to the Iowa Finance Authority in the
manner required by law of$I,889,52IGeneral Obligation Capital Loan Notes for the
foregoing purpose.
Section 2. That the City Clerk, with the assistance of the City Attorney and
bond counsel, is hereby authorized and directed to proceed with the preparation of such
documents and proceedings as shall be necessary to authorize the City's participatien in
the SRF Loan Program, to select a suitable date for final Council authorization of the
required Loan and Disbursement Agreement and issuance of the Note to evidence the
City's obligations thereunder, and to take such other actions as the Clerk shall deem
necessary to permit the completion of a loan on a basis favorable to the City and
acceptable to this Council.
-5-
. ~.~
Section 3. That this Resolution be and does hereby serve as a declaration of
official intent under Treasury Regulation 1.150-2, because the City reasonably expects to
reimburse with the proceeds of the Notes, all or a portion of original expenditures
incurred in connection with the above purposes.
PASSED AND APPROVED this 4th
2006.
Mayor
ATTEST:
~/dW4.ui2J
ity Clerk
-6-
day of December
,.
CIG-3
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 n"med therein as officers to their respective positions.
WITNESS my hand and the seal of said Municipality hereto affixed this
5th day of December ,2006.
SEAL
DCORNELL\514595.IIWPI0422075
ity Clerk, Dubuque, Iowa
-7-
Resolution No. 586-06
A RESOLUTION APPROVING AND AUTHORIZING A
FORM OF INTERIM LOAN AND DISBURSEMENT
AGREEMENT BY AND BETWEEN THE CITY OF
DUBUQUE, AND THE IOWA FINANCE AUTHORITY,
AND AUTHORIZING AND PROVIDING FOR THE
ISSUANCE AND SECURING THE PAYMENT OF
$1,889,521 GENERAL OBLIGATION CAPITAL LOAN
NOTES ANTICIPATION PROJECT NOTE, SERIES 2006, OF
THE CITY OF DUBUQUE, IOWA, UNDER THE
PROVISIONS OF THE CODE OF IOWA, AND PROVIDING
FOR A METHOD OF PAYMENT OF SAID NOTE
WHEREAS, Issuer proposes to issue its General Obligation Capital Loan Notes
Anticipation Project Note, Series 2006, to the extent of$I,889,521, for the purpose of
defraying the costs of the Project; and, it is deemed necessary and advisable and in the
best interests of the City that a form ofInterim Loan and Disbursement Agreement by and
between the City, and the Iowa Finance Authority, be approved and authorized; and
WHEREAS, the notice of intention of Issuer to take action for the issuance of
$1,889,521 General Obligation Capital Loan Notes, Series 2006, has heretofore been duly
published and no objections to such proposed action have been filed.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF DUBUQUE, IN THE COUNTY OF DUBUQUE, STATE OF IOWA:
S . I D fi .. Th fi 11' 0 c1-ell h th~ f; II' "
ectlOn. e mltlOns. e 0 .owmg term~ "".... have ......0 owmg meamngs
in this Resolution unless the text expressly or by necessary implication requires
otherwise:
. "Additional Project Notes" shall mean any project notes or other
obligations issued on a parity with the Note in accordance with the provisions of
Section II hereof.
. "Agreement" shall mean an Interim Loan and Disbursement
Agreement dated as of the Closing between and among the City, and the Original
Purchaser, relating to the Interim Loan made to the City under the Program;
-4-
. "City Clerk" shall mean the City Clerk or such other officer of the
successor Governing Body as shall be charged with substantially the same duties
and responsibilities;
. "Closing" shall mean the date of delivery of the Note to the Original
Purchaser and the funding of the Interim Loan;
. "Corporate Seal" shall mean the official seal ofIssuer adopted by the
Governing Body;
. "Department" shall mean the Iowa Department of Natural Resources;
. "Fiscal Year" shall mean the twelve months' period beginning on
July I of each year and ending on the last day ofJune of the following year, or any
other consecutive twelve-month period adopted by the Governing Body or by law
as the official accounting period of the System; provided, that the requirements of
a fiscal year as expressed in this Resolution shall exclude any payment of principal
or interest falling due on the first day of the fiscal year and include any payment of
principal or interest falling due on the first day of the succeeding fiscal year;
. "Governing Body" shall mean the Council of the City, or its
successor in function with respect to the operation and control of the System;
. "Interim Loan" shall mean the principal amount allocated by the
Department and loaned to the City under the Program, equal in amount to the
principal amount of the Note;
. "Issuer" and "C;:y" shall ::lean the City of Dubuque, Iowa;
. "Note" shall mean $1,889,521 General Obligation Capital Loan
Notes Anticipation Project Note, Series 2006, authorized to be issued by this
Resolution;
. "Original Purchaser" shall mean the Iowa Finance Authority, as the
purchaser of the Note from Issuer at the time of its original issuance;
. "Paying Agent" shall be the City Treasurer, 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 Notes as the same shall become due;
- 5 -
. "Permitted Investments" shall mean:
. direct obligations of (including obligations issued or held in
book entry form on the books of) the Department of the Treasury of the
United States of America;
. cash (insured at all times by the Federal Deposit Insurance
Corporation or otherwise collateralized with obligations described in the
above paragraph);
. obligations of any of the following federal agencies which
obligations represent full faith and credit of the United States of America,
including:
Export - Import Bank
Farm Credit System Financial Assistance Corporation
USDA - Rural Development
General Services Administration
U.S. Maritime Administration
Small Business Administration
Government National Mortgage Association (GNMA)
U.S. Department of Housing & Urban Development
(PHA's)
Federal Housing Administration
. repurchase agreements whose underlying collateral consists of
the investments set out above if the Issuer takes delivery of the collateral
e;th~r directly cr through an authorized custodian. RepurchaseagreementL
do not include reverse repurchase agreements;
. senior debt obligations rated "AAA" by Standard & Poor's
Corporation (S&P) or "Aaa" by Moody's Investors Service Inc. (Moody's)
issued by the Federal National Mortgage Association or the Federal Home
Loan Mortgage Corporation;
. U.S. dollar denominated deposit accounts, federal funds and
banker's acceptances with domestic commercial banks which have a rating
on their short-term certificates of deposit on the date of purchase of "A-I"
or "A-I +" by S&P or "P-l" by Moody's and maturing no more than 360
- 6-
days after the date of purchase (ratings on holding companies are not
considered as the rating of the bank);
. commercial paper which is rated at the time of purchase in the
single highest classification, "A-I+" by S&P or "P-I" by Moody's and
which matures not more than 270 days after the date of purchase;
. investments in a money market fund rated "AAAm" or
"AAAm-G" or better by S&P;
. pre-refunded Municipal Obligations, defined as any bonds or
other obligations of any state of the United States of America or of any
agency, instrumentality or local governmental unit of any such state which
are not callable at the option ofthe obligor prior to maturity or as to which
irrevocable instructions have been given by the obligor to call on the date
specified in the notice; and (a) which are rated, based on an irrevocable
escrow account or fund (the "escrow"), in the highest rating category of
S&P or Moody's or any successors thereto; or (b)(i) which are fully secured
as to principal and interest and redemption premium, if any, by an escrow
consisting only of cash or direct obligations ofthe Department of the
Treasury of the United States of America, which escrow may be applied
only to the payment of such principal of and interest and redemption
premium, ifany, on such bonds or other obligations on the maturity date or
dates thereof or the specified redemption date or dates pursuant to such
irrevocable instructions, as appropriate; and (ii) which escrow is sufficient,
as verified by a nationally recognized independent certified public
accountant, to pay principal of and interest and redemption premium, ifany,
on the bonds or other obligatio:1s describd in thisr.rragraph n:-l the
maturity date or dates specified in the irrevocable instructions referred to
above, as appropriate;
. tax exempt bonds as defined and permitted by section 148 of
the Internal Revenue Code and applicable regulations and only if rated
within the two highest classifications as established by at least one of the
standard rating services approved by the superintendent of banking by rule
adopted pursuant to chapter 17 A Code of Iowa;
. an investment contract rated within the two highest
classifications as established by at least one of the standard rating services
- 7 -
approved by the superintendent of banking by rule adopted pursuant to
chapter 17 A Code of Iowa; and
. Iowa Public Agency Investment Trust.
. "Program" shall mean the Iowa Sewage Treatment Works Financing
Program undertaken jointly by the Original Purchaser and the Department;
. "Project" shall mean the costs of constructing storm water interceptor
and culvert improvements, including those costs associated with the Lower Bee
Branch Creek Restoration Project, the restoration or day-lighting of the buried
Upper Bee Branch Creek, and culvert improvements and creek restoration and
stabilization undertaken as part of the North Fork Catfish Creek Project;
. "Project Costs" shall mean all engineering fees, archeological
surveys, environmental studies, and fees related to a project plan preparation and
submission, and other expenses incidental thereto, and also including the costs of
issuance of the Note.
. "Project Fund" shall mean the Project Fund established by Section 6
of this Resolution.
. "Registrar" shall be the City Treasurer, 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 Note.
Unless otherwise specified, the Registrar shall also act as Transfer Agent for the
Note;
. "System" shall mean the municipal sewer utility of the Issuer and all
properties of every nature hereinafter owned by the Issuer comprising part of or
used as a part of the System, including all wastewater treatment facilities, sanitary
sewers, force mains, pumping stations and all related property and improvements
and extensions made by Issuer while the Note remains outstanding; all real and
personal property; and all appurtenances, contracts, leases, franchises and other
intangibles;
. "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 Note issued hereunder.
- 8 -
Section 2. Authority. The Agreement and the Note authorized by this
Resolution shall be issued pursuant to Sections 76.13 and 384.24A ofthe Code ofIowa,
and in compliance with all applicable provisions of the Constitution and laws of the State
ofIowa. The Agreement shall be substantially in the form attached to this Resolution and
is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested
by the City Clerk.
Section 3. Note Details. Execution. Redemption and Registration.
a. Note Details. The Note shall be designated a General Obligation Capital
Loan Notes Anticipation Project Note, be dated the date of delivery, in the
denomination of$I,OOO or multiples thereof, and shall at the request of the
Original Purchaser be initially issued as a single Note in the denomination
of$I,889,521 and numbered R-1. The Note shall not bear interest (0%),
and shall mature three years from issuance. The City Council hereby finds
and determines that it is necessary and advisable to issue said Note pursuant
to Section 76.13 of the Code ofIowa, as authorized by the Agreement and
this Resolution.
b. Execution. The Note 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 imprinted 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, wire transfer or automated clearing
house system transfer to the registered owner of the Note.
c. Redemptian. The No!~ may be called for redemption by the Issuer and paid
before maturity on any date, from any funds regardless of source, in whole
or from time to time in part, in order of maturity and within an annual
maturity by lot.
Thirty (30) days notice of redemption shall be given by certified or
registered mail to the Original Purchaser (or any other registered owner of
the Note). The terms ofredemption shall be par, plus accrued interest to
date of call. Failure to give such notice by mail to any registered owner or
any defect therein shall not affect the validity of any proceedings for the
redemption of the Note. The Note is also subject to mandatory redemption
to the extent not fully drawn upon.
- 9 -
d. Registration. The Note may be registered as to principal and interest on the
books of the Note Registrar in the name of the holder and such registration
noted on the Note after which no transfer shall be valid until the making of
an entry upon the books kept for the registration and transfer of ownership
of the Note, and in no other way. The City Treasurer is hereby appointed as
Note Registrar under the terms of this Resolution. Registrar shall maintain
the books of the Issuer for the registration of ownership of the Note for the
payment of principal of and interest on the Note as provided in this
Resolution. The Note shall be negotiable as provided in Article 8 of the
Uniform Commercial Code subject to the provisions for registration and
transfer contained in the Note and in this Resolution.
The ownership of any Note may be transferred only upon the Registration
Books kept for the registration and transfer of the Note 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 Note (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 Note, a new fully registered Note, of any denomination or
denominations permitted by this Resolution in aggregate principal amount
equal to the unmatured and unredeemed principal amount of such
tran3ferred fully registered Note, and bearing interest at the same rate .and
maturing on the same date or dates shall be delivered by the Registrar.
In all cases of the transfer of the Note, the Registrar shall register, at the
earliest practicable time, on the Registration Books, the Note, in accordance
with the provisions of this Resolution.
As to any Note, 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 Note 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
-]0 -
shall be valid and effectual to satisfY and discharge the liability upon such
Note, including the interest thereon, to the extent of the sum or sums so
paid.
A Note which has been redeemed shall not be reissued but shall be
cancelled by the Registrar. A Note which is 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 Note to the Issuer.
In the event any payment check representing payment of principal of or
interest on the Note is returned to the Paying Agent or if any note is not
presented for payment of principal at the maturity or redemption date, if
funds sufficient to pay such principal of or interest on Note 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 Note 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
Note 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 Note. 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 interestBr-Notesofwnatever nature shall be madeupG!", the-Issue!- _
Section 4. Form of Note. The form of Note shall be substantially as follows:
- 11 -
REGISTERED
REGISTERED
UNITED STATES OF AMERICA
STATE OF IOWA
COUNTY OF DUBUQUE
CITY OF DUBUQUE
GENERAL OBLIGATION CAPITAL LOAN NOTES
ANTICIPATION PROJECT NOTE
No. GO-I
$1,889,521
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, to
IOWA FINANCE AUTHORITY
or registered assigns, the principal sum of (principal amount written out) in lawful money
of the United States of America, at maturity on ,20_, with interest on
said sum from the date of each advancement made under a certain Interim Loan and
Disbursement Agreement dated as of the date hereof until paid at the rate of Zero Percent
(0%) per annum. Payment of this Note shall at all times conform to the rules of the Iowa
Sewage Treatment Works Financing Program. Issuer pledges the Project Fund to which
there has been appropriated the anticipated receipts of certain funds held or to be received
by the Issuer as well as the proceeds of certain Capital Loan Notes to be issued.
This Note is payable solely from said Project Fund.
This Note and the series of notes of even date aggregating the principal amount of
$1,889,521 is issued pursuant to an Interim Loan and Disbursement Agreement and the
Resolution, duly adopted and under and in substantial compliance with the Constitution
and statutes of the state ofIowa, including specifically Sections 76.13 and 384.24A of the
Code ofIowa, as amended, for the purpose of defraying part of the cost of acquiring the
Project. For a complete statement of the revenues and funds from which, and the
conditions, under which this Note is payable, a statement of conditions under which
additional notes of equal standing may hereafter be issued, and the general covenants and
provisions pursuant to which this Note is issued, reference is made to the above described
Resolution and Interim Loan and Disbursement Agreement. This Note is not payable in
any manner by taxation and under no circumstances shall the City be in any manner liable
by reason of the failure of said Project Fund to be sufficient for the payment hereof.
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The Note may be called for redemption by the Issuer and paid before maturity on
any date, from any funds regardless of source, in whole or from time to time in part, in
order of maturity and within an annual maturity by lot.
Thirty (30) days' notice ofredemption shall be given by certified or registered mail
to the Original Purchaser (or any other registered owner of the Note). The terms of
redemption shall be par, plus accrued interest to date of call. Failure to give such notice
by mail to any registered owner or any defect therein shall not affect the validity of any
proceedings for the redemption of the Note. The Note is also subject to mandatory.
redemption to the extent not fully drawn upon.
If selection by lot within a maturity is required, the Registrar shall designate the
notes to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of notes to be called has been reached.
The Note may be registered as to principal and interest on the books of the City
Treasurer in the name of the holder after which no transfer shall be valid until the making
of an entry upon the books kept for the registration and transfer of ownership of the Note,
and in no other way. Registrar shall maintain the books of the Issuer for the registration
of ownership of the Note for the payment of principal of and interest on the Note as
provided in the Resolution.
Ownership of this Note may be transferred only by transfer upon the books kept
for such purpose by the City Treasurer, Dubuque, Iowa, the Registrar. Such transfer on
the books shall occur only upon presentation and surrender of this Note at the office of
the Registrar, 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 SUb3t:tute the Registrar and Paying Agent but shall, however, promptly give
notice to registered Noteholders of such change. All Notes shall be negotiable as
provided in Article 8 ofthe Uniform Commercial Code and subject to the provisions for
registration and transfer contained in the Note Resolution.
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 Note, have been
existent, had, done and performed as required by law.
IN TESTIMONY WHEREOF, said City by its City Council has caused this Note
to be signed by the manual or facsimile signature of its Mayor and attested by the manual
or facsimile signature of its City Clerk, with the seal of said City impressed hereon, and
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authenticated by the manual signature of an authorized representative of the Registrar, the
City Treasurer of Dubuque, Iowa, all as of the day of
,2006.
CITY OF DUBUQUE, IOWA
By:
By:
City Clerk
Mayor
(SEAL)
Date of Authentication:
This is one of the Notes described in the within mentioned Resolution, as registered by
the City Treasurer.
CITY TREASURER
By:
Registrar
Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. )
the within Note and does hereby irrevocably constitute and appoint
attorney in fact to transfer the said Note on the books kept for registration of the within
Note, with full power of substitution in the premises.
Dated:
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(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 Note(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 ofTransferee(s)
Address ofTransferee(s)
Social Security or Tax
Identification Number of
Transferee(s)
Transferee is a(n):
Individual*
Partnership
Corporation
Trust
*Ifthe Note 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 Note,
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
- ] 5 -
IA UNIF TRANS MIN ACT - .........Custodian............
(Cust) (Minor)
under Iowa Uniform Transfers
to Minors Act..............
(State)
(end of Note)
Section 5. Security for Note. The Note shall be payable solely from the Project
Fund. To pay the principal on the Note when it becomes due, there is hereby created a
pledge of the receipts anticipated in said Project Fund to continue until the payment in
full ofthe principal on the Note.
Section 6. Establishment ofProiect Fund. The Issuer hereby creates and
establishes a Project Fund, into which Project Fund are hereby appropriated the
following:
Proceeds of $1,889,521 General Obligation Capital Loan
Notes, additional action for the issuance of which previously
has been taken and approved by the City Council
The funds so appropriated shall include in addition thereto all funds of the Issuer,
including proceeds realized on the reinvestment of proceeds of the Note, from which the
Issuer is or may become obligated to pay under contracts for the construction of the
Project to the extent that proceeds of the Note are applied to the payment thereof.
Section 7. Application ofProiect Fund. The proceeds of the sale ofthe Note shall
-be deposited in the Project Fund for applicati:Jn to paym(:nt of Project Costs and the costs
of issuance of the Note or to pay the principal of the Note when due and for no other
purpose.
Disbursements for the payment of Project Costs shall be made by the City Clerk
upon receipt of vouchers approved by the Governing Body.
After completion of the Project, any moneys remaining in the Project Fund shall be
held for the retirement of Note. When the Note is paid or payment is provided for,
remaining moneys in the Project Fund may be withdrawn and used for any lawful
purpose.
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Section 8. Investments. Moneys in the Project Fund shall at all times be invested,
to the extent practicable in Permitted Investments-maturing at such times and in such
amounts as will make cash available for the purposes of such Project Fund as needed.
Section 9. Covenants with Noteholders. Issuer covenants and agrees, so long as
any Notes herein authorized remain unpaid, that it:
a. Will proceed to complete with all practicable dispatch the
construction and acquisition of the Project;
b. Will not make or cause or permit to be made any application of the
proceeds of the Note or of any moneys held in the Project Fund, except in
accordance with the provisions of this Resolution;
c. Will from time to time increase the amount of the appropriations to
the Project Fund, to the extent necessary to assure that the expected receipts
thereafter forthcoming, together with the Funds appropriated and held in trust for
the purpose will be sufficient to pay when due the Note as to both principal and
interest.
d. Will obtain the collection of funds and the proceeds of the sale of
general obligation capital loan notes anticipated to be received in the Project Fund
and, if not paid from other sources, apply the same to the payment of the Note and
interest thereon; and
e. For the prompt and full performance of the terms and provisions of
this Resolution and contract with the noteholders, the Issuer pledges its full faith
and diligence a:-,J-~hc exercise of-its law!hl powers.
Section 10. Contract Between Issuer and Purchaser. This Resolution constitutes a
contract between the Issuer and the purchaser of the Note.
Section 11. Additional Notes. The Issuer may issue Additional Project Notes of
equal standing and parity of lien with the Note for the purpose of paying Project Costs to
the extent that funds appropriated to the Project Fund are adequate to pay all notes so
issued and interest thereon.
The holder or holders of the Notes shall have all other rights and remedies given
by law for the payment and enforcement of the Notes and the security therefor.
- 17-
Section 12. 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 13. Repeal of Conflicting Resolutions or Ordinances. All ordinances and
resolutions and parts of ordinances and resolutions in conflict herewith are hereby
repealed.
Section 14. Paragraoh Headings. The paragraph headings in this Resolution are
furnished for convenience of reference only and shall not be considered to be a part of
this Resolution.
Section 15. Rule of Construction. This Resolution and the terms and conditions
of the Notes authorized hereby shall be construed whenever possible so as not to conflict
with the terms and conditions of the Interim Loan and Disbursement Agreement. In the
event such construction is not possible, or in the event of any conflict or inconsistency
between the terms hereof and those of the Interim Loan and Disbursement Agreement, the
terms of the Interim Loan and Disbursement Agreement shall prevail and be given effect
to the extent necessary to resolve any such conflict or inconsistency.
PASSED AND APPROVED this4th day of December
Mayor
,2006.
&LJ
ATTE3T.
~fdikL2J
ity Clerk
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, .
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 City Council, and the same is a true and complete copy of the
action taken by said City 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 City 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 City Council (a copy of the face
sheet of said agenda being attached hereto) pursuant to the local rules of the City Council
and the provisions of Chapter 21, Code ofIowa, 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 offices as indicated therein, that no City 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
5th day of December ,2006.
SEAL
'/ ,
tty Council, Dubuque, Iowa
DCORNELL1514602.IIWPI10422075
*