Storm Water Utility Revenue Captial Loan Notes Taxable Series 2014A_$1.029M SRFMasterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
Dubuque
band
AI- America City
1
2007 • 2012 • 2013
SUBJECT: Procedure to Authorize Issuance of $1,029,000 Storm Water Utility
Revenue Capital Loan Notes, Taxable Series 2014A (State of Iowa
Revolving Fund Loan)
DATE: February 11, 2014
Finance Director Ken TeKippe is providing the suggested proceedings to authorize
issuance of $1,029,000 Storm Water Utility Revenue Capital Loan Notes, Taxable
Series 2014A (State of Iowa Revolving Fund Loan) through the Iowa Water Pollution
Control Works Financing Program. There is no public hearing required since the
hearing held in connection with issuance of the Series 2010G Note was large enough to
include both Notes, and both Notes finance the same project that was the subject of the
earlier hearing.
Finance Director Ken TeKippe recommends City Council approval of a resolution to
approve and authorize the form of Loan and Disbursement Agreement and authorize
the issuance of the Series 2014A Notes to the Iowa Finance Authority. The Loan and
Disbursement Agreement also sets forth a number of covenants and agreements on the
part of the City with respect to the repayment on the loan.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Kenneth J. TeKippe, Finance Director
THE CITY OF
Dui
Masterpiece on the Mississippi
Dubuque
trati
M- America City
�1111�
2007 • 2012 • 2013
TO: Michael C. Van Milligen, City Manager
FROM: Kenneth J. TeKippe, Finance Director
DATE: February 11, 2014
SUBJECT: Procedure to Authorize Issuance of $1,029,000 Storm Water Utility Revenue Capital Loan Notes,
Taxable Series 2014A (State of Iowa Revolving Fund Loan)
DISCUSSION
The purpose of this memorandum is to provide suggested proceedings to authorize issuance of $1 D29,000 Storm Water
Utility Revenue Capital Loan Notes, Taxable Series 2014A (State of Iowa Revolving Fund Loan) through the Iowa Water
Pollution Control Works Financing Program. There is no public hearing required since the hearing held in connection with
issuance of the Series 2010G Note was large enough to include both Notes, and both Notes finance the same project that
was the subject of the earlier hearing.A copy of the state revolving loan fund (SRF) application for a supplemental loan for the
Lower Bee Branch Creek Restoration Project is enclosed.
The City is able to take advantage of the 1.75 %fixed interest rate for 20 years with a .25% annual administrative fee
associated with the borrowing. There is a one -time .50% loan origination fee for the borrowing. The loan funds will be used
to reimburse the City for legal fees and increased construction costs associated with the Lower Bee Branch Creek
Restoration Project
The Note is being issued as a taxable obligation, rather than as a tax - exempt obligation, with the consent of the Authority.
The Authority also will be asked to waive the need for a "parity certificate" from an independent auditor which would certify to
the adequacy of the net revenues of the Storm Water Utility System, since the Authority holds all of the outstanding
obligations of the System.
The resolution approves and authorizes the form of Loan and Disbursement Agreement and authorizes the issuance of the
Series 2014A Notes to the Iowa Finance Authority. The Loan and Disbursement Agreement also sets forth a number of
covenants and agreements on the part of the City with respect to the repayment on the loan.
This is the final City Council action required on the Series 2014A Notes. A letter from Attorney William Noth detailing
information on the loan is enclosed.
Prepared by:
KT /eml
Enclosures
cc:
cc: Barry Lindahl, City Attorney
Jenny Larson, Budget Director
Cindy Steinhauser, Assistant City Manager
AHLERs . >COON Y, P.C.
ATTORNEYS AT LAW
100 COURT AVENUE • SUITE 600
DES MOINES, IOWA 50309 -2231
PHONE 515- 243 -7611
FAX: 515- 243 -2149
WWW.AHLERSLAW.COM
WILLIAM J. NOTH
WNOTH @AHLERSLAW.COM
February 5, 2014
Mr. Ken TeKippe
Finance Officer
City of Dubuque
50 West 13th Street
Dubuque, Iowa 52001 -4864
Direct Dial:
(515)246 -0332
RE: $1,029,000 Storm Water Utility Revenue Capital Loan
Notes, Taxable Series 2014A (State of Iowa Revolving Fund Loan)
Dear Mr. TeKippe:
With this letter I am enclosing suggested Council proceedings taking action to
authorize issuance of the above Note. As we have discussed, no public hearing is
required in this instance, because the hearing held in connection with the issuance of the
Series 2010G Note was large enough to include both Notes, and both Notes finance the
same project that was the subject of the earlier hearing. These facts are described in the
preambles to the resolution that is included as part of the Council proceedings. The
resolution approves and authorizes the form of Loan and Disbursement Agreement and
authorizes the issuance of the above Note to the Iowa Finance Authority (the
"Authority "). The Loan and Disbursement Agreement sets forth a number of covenants
and agreements on the part of the Council with respect to the repayment of the Loan.
The Note is being issued as a taxable obligation, rather than as a tax - exempt
obligation, with the consent of the Authority. The Authority also will be asked to waive
the need for a "parity certificate" from an independent auditor which would certify to the
adequacy of the net revenues of the Storm Water Utility System, since the Authority
holds all of the outstanding obligations of the System.
February 5, 2014
Page 2
Also enclosed are the final closing certificates. The Transcript Certificate can be
completed and dated as soon as Council action has been taken. The Delivery Certificate
should be executed but left undated. Please insert the requested financial data in the
blank spaces provided on page 2 of the Delivery Certificate. Similarly, the 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 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.
Original Note R -1 is enclosed as well. The Note should be manually signed by the
Mayor and City Clerk and by the Treasurer as the Registrar where indicated. The date of
authentication and date of delivery are not known at this time and should be left blank;
both dates will be inserted as of the actual closing date of the Loan. The completed Note
also should be returned to us for holding prior to closing.
Finally, an extra copy of the proceedings is enclosed to be completed as the
original and returned to us for our transcript of the action taken.
If any questions arise, please don't hesitate to call.
Yours very truly,
William J. Noth
WJN:dc
encl.
cc: Barry Lindahl (w /encl.)
Jenny Larson (w /encl.)
00997173 -1 \10422 -149
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
Governmental Body: The City Council of Dubuque, Iowa.
Date of Meeting: February 17 2014.
Time of Meeting: 6:30 o'clock p .M.
Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque,
Iowa.
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental
body will meet at the date, time and place above set out. The tentative agenda for said
meeting is as follows:
$1,029,000 Storm Water Utility Revenue Capital Loan Notes, Taxable Series 2014A
Resolution approving and authorizing a form of 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 $1,029,000 Storm Water Utility Revenue Capital Loan Notes,
Taxable Series 2014A, of the City of Dubuque, Iowa, under the provisions
of the Code of Iowa, and providing for a method of payment of said Notes.
Such additional matters as are set forth on the additional 31 page(s) attached
hereto. (number)
This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of
Iowa, and the local rules of said governmental body.
City Cler , 4D ubuque, Iowa �'�
/;',,,w 00*
February 17 2014
The City Council of Dubuque, Iowa, met in regular session, in the Historic Federal
Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the above date.
There were present Mayor Roy D. Buol in the chair, and the following named Council
Members:
Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David Resnick, Lynn Sutton
Absent:
* * * * * * * * * *
1
Council Member Braig introduced the following Resolution entitled "A
RESOLUTION APPROVING AND AUTHORIZING FORM OF 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 $1,029,000 STORM
WATER UTILITY REVENUE CAPITAL LOAN NOTES, TAXABLE SERIES 2014A,
OF THE CITY OF DUBUQUE, IOWA, UNDER THE PROVISIONS OF THE CODE
OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF SAID NOTES ",
and moved its adoption. Council Member Connors seconded the motion to adopt. The roll
was called and the vote was:
AYES: Resnick, Sutton, Braig, Buol, Connors, Jones, Lynch
NAYS:
Whereupon the Mayor declared the following Resolution duly adopted:
RESOLUTION NO. 47 -14
A RESOLUTION APPROVING AND AUTHORIZING THE FORM
OF 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 $1,029,000
STORM WATER UTILITY REVENUE CAPITAL LOAN NOTES,
TAXABLE SERIES 2014A, OF THE CITY OF DUBUQUE, IOWA,
UNDER THE PROVISIONS OF THE CODE OF IOWA, AND
PROVIDING FOR A METHOD OF PAYMENT OF SAID NOTES
WHEREAS, the City Council of the City of Dubuque, Iowa, sometimes hereinafter
referred to as the "Issuer ", has heretofore established charges, rates and rentals for services
which are and will continue to be collected as system revenues of the Storm Water Utility
System, sometimes hereinafter referred to as the "System ", and said revenues have not
been pledged and are available for the payment of revenue Notes, subject to the following
premises; and
WHEREAS, Issuer proposes to issue its Storm Water Utility Revenue Capital Loan
Notes, Taxable Series 2014A, to the extent of $1,029,000, for the purpose of defraying the
costs of the Project as set forth in Section 1 of this Resolution; and, it is deemed necessary
and advisable and in the best interests of the City that the form of Loan and Disbursement
Agreement by and between the City and the Iowa Finance Authority, be approved and
authorized; and
WHEREAS, the Issuer has previously issued $998,000 Storm Water Utility
Revenue Capital Loan Notes, Series 2010B, dated January 13, 2010 and $7,850,000 Storm
Water Utility Revenue Capital Loan Notes, Series 2010G, dated October 27, 2010
(together, the "Outstanding Obligations "), each payable from the net revenues of the
System; and
WHEREAS, prior to issuance of the $7,850,000 Storm Water Utility Revenue
Capital Loan Notes, Series 2010G, the Issuer held a public hearing and took additional
action for the issuance of not to exceed $10,100,000 Storm Water Utility Revenue Capital
Loan Notes for the purpose of paying costs of constructing storm water drainage projects
and improvements, including those costs associated with the Lower Bee Branch Creek
Restoration Project and the refinancing of a portion of the $1,889,521 General Obligation
Capital Loan Notes Anticipation Project Note, Series 2006, dated December 28, 2006,
issued in respect of such costs; and
3
WHEREAS, there remains up to $2,250,000 of Storm Water Utility Revenue
Capital Loan Notes that may be issued for the Lower Bee Branch Creek Restoration
Project under the foregoing hearing and resolution taking additional action; and
WHEREAS, in the resolutions authorizing the issuance of the Outstanding
Obligations it is provided that additional revenue notes may be issued on a parity with the
outstanding notes or bonds, for the costs of future improvements and extensions to the
System, provided that there has been procured and placed on file with the City Clerk, a
statement complying with the conditions and limitations therein imposed upon the
issuance of said parity notes or bonds; and
WHEREAS, the Iowa Finance Authority, as the sole holder of the Outstanding
Obligations, has agreed to waive the requirement that a statement of an independent
certified public accountant be placed on file in the office of the City Clerk prior to
Closing, showing the conditions and limitations of the resolution authorizing the
Outstanding Obligations, with regard to the sufficiency of the revenues of the System to
permit the issuance of additional revenue notes or bonds ranking on a parity with the
Outstanding Obligations to have been met and satisfied as required.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF DUBUQUE, IN THE COUNTY OF DUBUQUE, STATE OF 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:
• "Additional Notes" shall mean any storm water utility revenue notes or notes
issued on a parity with the Notes in accordance with the provisions of this
Resolution.
• "Agreement" shall mean the Loan and Disbursement Agreement, dated as of
the Closing between the City and the Original Purchaser, relating to the Loan made
to the City under the Program.
• "Authorized Denominations" shall mean $5,000 or any integral multiple
thereof.
• "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.
4
• "Closing" shall mean the date of delivery of the Note to the Original
Purchaser and the funding of the Loan by the Trustee.
• "Corporate Seal" shall mean the official seal of Issuer adopted by the
Governing Body.
• "Fiscal Year" shall mean the twelve -month period beginning on July 1 of
each year and ending on the last day of June 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. 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 City Council of the City, or its successor
in function with respect to the operation and control of the System.
• "Independent Auditor" shall mean an independent firm of Certified Public
Accountants or the Auditor of State.
• "Issuer" and "City" shall mean the City of Dubuque, Iowa.
• "Loan" shall mean the principal amount allocated by the Original Purchaser
to the City under the Program, equal in amount to the principal amount of the
Notes;
• "Net Revenues" shall mean gross earnings of the System after deduction of
Current Expenses; "Current Expenses" shall mean and include the reasonable and
necessary cost of operating, maintaining, repairing and insuring the System,
including purchases at wholesale, if any, salaries, wages, and costs of materials and
supplies, but excluding depreciation and principal of and interest on the Notes and
any Parity Obligations or payments to the various funds established herein; capital
costs, depreciation and interest or principal payments are not System expenses.
• "Notes" or "Note" shall mean $1,029,000 Storm Water Utility Revenue
Capital Loan Notes, Taxable Series 2014A, authorized to be issued by this
Resolution
• "Original Purchaser" shall mean the Iowa Finance Authority, as the
purchaser of the Notes from Issuer at the time of their original issuance.
5
• "Outstanding Obligations" shall mean the $998,000 Storm Water Utility
Revenue Capital Loan Notes, Series 2010B, dated January 13, 2010 and the
$7,850,000 Storm Water Utility Revenue Capital Loan Notes, Series 2010G, dated
October 27, 2010.
• "Parity Obligations" shall mean storm water notes or bonds payable solely
from the Net Revenues of the System on an equal basis with the Notes herein
authorized to be issued, and shall include the Outstanding Obligations.
• "Paying Agent" shall mean 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.
• "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;
■ 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 either
directly or through an authorized custodian. Repurchase agreements 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)
6
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 -1" or
"A -1 +" by S &P or "P -1" by Moody's and maturing no more than 360 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 class ification, "A -1 +" by S &P or "P -1" 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 "AAArn -G"
or better by S &P;
• pre - refunded municipal obligations, defined as any notes 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 of the 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 of the 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, if any, on such notes 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, if any,
on the notes or other obligations described in this paragraph on the maturity
date or dates specified in the irrevocable instructions referred to above, as
appropriate;
• tax exempt notes 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 17A Code of Iowa;
• an investment contract 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 17A Code of
Iowa; and
• Iowa Public Agency Investment Trust.
•
"Prior Note Resolutions" shall mean Resolution No. 467 -09, approved on
December 21, 2009 and Resolution No. 404 -10, approved on October 18, 2010,
authorizing the issuance of the Outstanding Obligations.
• "Program" shall mean the Iowa Water Pollution Control Works Financing
Program undertaken by the Original Purchaser.
"▪ Project" shall mean the costs of constructing storm water drainage projects
and improvements, including those costs associated with the Lower Bee Branch
Creek Restoration Project.
• "Project Fund" shall mean the Loan Account maintained by the Trustee
under the Program for the benefit of the Issuer, into which the proceeds of the Loan
and the Note shall be allocated and held until disbursed to pay Project costs.
• "Registrar" shall mean 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 Notes. Unless
otherwise specified, the Registrar shall also act as Transfer Agent for the Notes.
"Resolution" shall mean this resolution authorizing the issuance of the
Notes.
• "System" shall mean the Storm Water 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 improvements and extensions made by Issuer while
any of the Notes or Parity Notes remain outstanding; all real and personal property;
and all appurtenances, contracts, leases, franchises and other intangibles.
8
"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 Notes issued hereunder.
Section 2. Authority. The Agreement and the Notes authorized by this Resolution
shall be issued pursuant to Division V, Chapter 384 of the City Code of Iowa, and in
compliance with all applicable provisions of the Constitution and laws of the State of
Iowa. The Agreement shall be substantially in the form attached to this Resolution and
are authorized to be executed and issued on behalf of the Issuer by the Mayor and attested
by the City Clerk.
Section 3. Authorization and Purpose. There are hereby authorized to be issued,
negotiable, serial, fully registered Storm Water Utility Revenue Capital Loan Notes of
Dubuque, in the County of Dubuque, State of Iowa, Taxable Series 2014A, in the
aggregate amount of $1,029,000 for the purpose of paying costs of constructing storm
water drainage projects and improvements, including those costs associated with the
Lower Bee Branch Creek Restoration Project. The City Council, pursuant to Sections
384.24A and 384.84A of the Code of Iowa, hereby finds and determines that it is
necessary and advisable to issue said Notes authorized by the Agreement and this
Resolution.
Section 4. Source of Payment. The Notes herein authorized and Parity Notes and
the interest thereon shall be payable solely and only out of the net earnings of the System
and shall be a lien on the future Net Revenues of the System. The Notes shall not be
general obligations of the Issuer nor shall they be payable in any manner by taxation and
the Issuer shall be in no manner liable by reason of the failure of the said Net Revenues to
be sufficient for the payment of the Notes.
Section 5. Note Details. Storm Water Utility Revenue Capital Loan Notes,
Taxable Series 2014A, of the City in the amount of $1,029,000, shall be issued to
evidence the obligations of the Issuer under the Agreement pursuant to the provisions of
Sections 384.24A and 384.84A of the Code of Iowa for the aforesaid purpose. The Notes
shall be designated "STORM WATER UTILITY REVENUE CAPITAL LOAN NOTE,
TAXABLE SERIES 2014A ", be dated the date of delivery, and bear interest at the rate of
1.75% per annum from the date of each advancement made under the Agreement, until
payment thereof, at the office of the Paying Agent, said interest payable on June 1, 2014,
and semi - annually thereafter on the 1st day of June and December in each year until
maturity as set forth on the Debt Service Schedules attached to the Agreement as Exhibit
A and incorporated herein by this reference. As set forth on said Debt Service Schedule,
principal shall be payable on June 1, 2014 and annually thereafter on the 1st day of June in
the amounts set forth therein until principal and interest are fully paid, except that the final
9
installment of the entire balance of principal and interest, if not sooner paid, shall become
due and payable on June 1, 2033. Notwithstanding the foregoing or any other provision
hereof, principal and interest shall be payable as shown on said Debt Service Schedule
until completion of the Project, at which time the final Debt Service Schedule shall be
determined by the Trustee based upon actual advancements, final costs and completion of
the Project, all as provided in the administrative rules governing the Program. Payment of
principal and interest on the Notes shall at all times conform to said Debt Service
Schedule and the rules of the Program.
The Notes 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. The Notes shall be in the
denomination of $1,000 or multiples thereof and may at the request of the Original
Purchaser be initially issued as a single Note in the denomination of $1,029,000 numbered
R -1.
Section 6. Initiation Fee and Servicing Fee. In addition to the payment of
principal of and interest on the Notes, the Issuer also agrees to pay the Initiation Fee and
the Servicing Fee as defined and in accordance with the terms of the Agreement.
Section 7. Redemption. The Notes are subject to optional redemption at a price of
par plus accrued interest (i) on any date upon receipt of written consent of the Original
Purchaser or (ii) in the event that all or substantially all of the Project is damaged or
destroyed. Any optional redemption of the Notes may be made from any funds regardless
of source, in whole or from time to time in part, in inverse order of maturity, by giving not
less than thirty (30) days' notice of redemption 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. The Notes are also subject to mandatory
redemption as set forth in Section 5 of the Agreement.
Section 8. Registration of Notes; Appointment of Registrar; Transfer;
Ownership; Delivery; and Cancellation.
(a) Registration. The ownership of Notes may be transferred only by the
making of an entry upon the books kept for the registration and transfer of
ownership of the Notes, and in no other way. The 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 Notes for the payment of
10
principal of and interest on the Notes as provided in this Resolution. All Notes
shall be negotiable as provided in Article 8 of the Uniform Commercial Code
subject to the provisions for registration and transfer contained in the Notes and in
this Resolution.
(b) Transfer. The ownership of any Note may be transferred only upon the
Registration Books kept for the registration and transfer of Notes 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 of a broker or
dealer, there must be disclosed on the Registration Books the information
pertaining to the registered owner required above. Upon the transfer of any such
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 transferred fully registered Note, 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 Notes. In all cases of the transfer of the Notes,
the Registrar shall register, at the earliest practicable time, on the Registration
Books, the Notes, in accordance with the provisions of this Resolution.
(d) Ownership. 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 Notes and the premium, if any, and interest
thereon shall be made only to or upon the order of the registered owner thereof or
his legal representative. All such payments shall be valid and effectual to satisfy
and discharge the liability upon such Note, including the interest thereon, to the
extent of the sum or sums so paid.
(e) Cancellation. All Notes which have been redeemed shall not be reissued but
shall be cancelled by the Registrar. All Notes 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 Notes to the Issuer.
11
(f) Non - Presentment of Notes. In the event any payment check representing
payment of principal of or interest on the Notes 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 Notes 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 Notes 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 Notes 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 Notes. 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 Notes
of whatever nature shall be made upon the Issuer.
Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Notes. In case
any outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer
shall at the request of Registrar authenticate and deliver a new Note of like tenor and
amount as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for
such mutilated Note to Registrar, upon surrender of such mutilated Note, or in lieu of and
substitution for the Note destroyed, stolen or lost, upon filing with the Registrar evidence
satisfactory to the Registrar and Issuer that such Note has been destroyed, stolen or lost
and proof of ownership thereof, and upon furnishing the Registrar and Issuer with
satisfactory indemnity and complying with such other reasonable regulations as the Issuer
or its agent may prescribe and paying such expenses as the Issuer may incur in connection
therewith.
Section 10. Record Date. Payments of principal and interest, otherwise than
upon full redemption, made in respect of any Note, shall be made to the registered holder
thereof or to their designated Agent as the same appear on the books of the Registrar on
the 15th day of the month preceding the payment date. All such payments shall fully
discharge the obligations of the Issuer in respect of such Notes to the extent of the
payments so made.
Section 11. Execution, Authentication and Delivery of the Notes. Upon the
adoption of this Resolution, the Mayor and City Clerk shall execute and deliver the Notes
to the Registrar, who shall authenticate the Notes and deliver the same to or upon order of
the Original Purchaser. No Note shall be valid or obligatory for any purpose or shall be
12
entitled to any right or benefit hereunder unless the Registrar shall duly endorse and
execute on such Note a Certificate of Authentication substantially in the form of the
Certificate herein set forth. Such Certificate upon any Note executed on behalf of the
Issuer shall be conclusive evidence that the Note so authenticated has been duly issued
under this Resolution and that the holder thereof is entitled to the benefits of this
Resolution.
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 noteholder.
13
Section 13. Form of Note. Notes shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as
follows:
(6)
(7)
(6)
(8)
(1)
(2)
(3)
(4)
(5)
(9)
(9a)
(10)
(Continued on the back of this Note)
(11)(12)(13)
(14)
FIGURE 1
(Front)
14
(15)
(10)
(Continued)
(16)
FIGURE 2
(Back)
15
The text of the Notes to be located thereon at the item numbers shown shall be as
follows:
Item 1, figure 1 = "STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"STORM WATER UTILITY REVENUE CAPITAL LOAN
NOTE"
"TAXABLE SERIES 2014A"
Item 2, figure 1 = Rate: 1.75%
Item 3, figure 1 = Final Maturity: June 1, 2033
Item 4, figure 1 = Note Date:
Item 5, figure 1 = CUSIP #
Item 6, figure 1 = "Registered"
Item 7, figure 1 = Certificate No. R -1
Item 8, figure 1 = Principal Amount: $1,029,000
Item 9, figure 1 = The City of Dubuque, Iowa, a municipal corporation organized
and existing under and by virtue of the Constitution and laws of the State of Iowa (the
"Issuer "), for value received, promises to pay from the source and as hereinafter provided,
on the maturity date indicated above, to
IOWA FINANCE AUTHORITY
Item 10, figure 1 = or registered assigns, the principal sum of (principal amount
written out) in lawful money of the United States of America, on the maturity dates and in
the principal amounts set forth on the Debt Service Schedule attached hereto and
incorporated herein by this reference, with interest on said sum from the date of each
advancement made under a certain Loan and Disbursement Agreement, dated as of the
date hereof until paid at the rate of 1.75% per annum, payable on June 1, 2014, and semi-
annually thereafter on the 1st day of June and December in each year. As set forth on said
Debt Service Schedule, principal shall be payable on June 1, 2014 and annually thereafter
on the first day of June in the amounts set forth therein until principal and interest are fully
paid, except that the final installment of the entire balance of principal and interest, if not
sooner paid, shall become due and payable on June 1, 2033. Notwithstanding the
foregoing or any other provision hereof, principal and interest shall be payable as shown
on said Debt Service Schedule until completion of the Project, at which time the final
Debt Service Schedule shall be determined by the Trustee and attached hereto based upon
actual advancements, final costs and completion of the Project, all as provided in the
administrative rules governing the Iowa Water Pollution Control Works Financing
16
Program. Payment of principal and interest of this Note shall at all times conform to said
Debt Service Schedule and the rules of the Iowa Water Pollution Control Works
Financing Program.
Interest and principal shall be paid to the registered holder of the Note as shown on
the records of ownership maintained by the Registrar as of the 15th day of the month next
preceding such interest payment date. Interest shall be computed on the basis of a 360
day year of twelve 30 -day months.
This Note is issued pursuant to the provisions of Sections 384.24A and 384.83 of
the Code of Iowa, for the purpose of paying costs of constructing storm water drainage
projects and improvements, including those costs associated with the Lower Bee Branch
Creek Restoration Project, and evidences amounts payable under a certain Loan and
Disbursement Agreement, dated as of the date hereof, in conformity to a Resolution of the
Council of said City duly passed and approved. For a complete statement of the revenues
and funds from which and the conditions under which this Note is payable, a statement of
the conditions under which additional notes or bonds of equal standing may be issued, and
the general covenants and provisions pursuant to which this Note is issued, reference is
made to the above - described Loan and Disbursement Agreement and Resolution.
This Note is subject to optional redemption at a price of par plus accrued interest (i)
on any date upon receipt of written consent of the Iowa Finance Authority or (ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any optional
redemption of this Note may be made from any funds regardless of source, in whole or
from time to time in part, in inverse order of maturity, by lot by giving thirty (30) days'
notice of redemption by certified or registered mail, to the Iowa Finance Authority (or any
other registered owner of the Note). This Note is also subject to mandatory redemption as
set forth in Section 5 of the Agreement.
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 substitute 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 of the Uniform Commercial Code and subject to the provisions for registration
and transfer contained in the Note Resolution.
This Note and the series of which it forms a part, other notes ranking on a parity
therewith, and any additional bonds or notes which may be hereafter issued and
17
outstanding from time to time on a parity with said Notes, as provided in the Resolution of
which notice is hereby given and is hereby made a part hereof, are payable from and
secured by a pledge of the Net Revenues of the Storm Water Utility (the "System "), as
defined and provided in said Resolution. There has heretofore been established and the
City covenants and agrees that it will maintain just and equitable rates or charges for the
use of and service rendered by said System in each year for the payment of the proper and
reasonable expenses of operation and maintenance of said System and for the
establishment of a sufficient sinking fund to meet the principal of and interest on this
series of Notes, and other notes ranking on a parity therewith, as the same become due.
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 net earnings to be sufficient
for the payment hereof.
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 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 signature of its Mayor and attested by the manual signature of its
Clerk, with the seal of said City impressed hereon, and authenticated by the manual
signature of an authorized representative of the Registrar, the City Treasurer, Dubuque,
Iowa.
Item 11, figure 1 = Date of authentication:
Item 12, figure 1 = This is one of the Notes described in the within mentioned
Resolution, as registered by the City Treasurer
CITY TREASURER, Registrar
By:
Authorized Signature
Item 13, figure 1 = Registrar and Transfer Agent: City Treasurer
Paying Agent: City Treasurer
SEE REVERSE FOR CERTAIN DEFINITIONS
18
Item 14, figure 1 = (Seal)
Item 15, figure 1 = [Signature Block]
CITY OF DUBUQUE, IOWA
By: Mayor 's manual signature
Mayor
ATTEST:
By: City Clerk's 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 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
SIGNATURE )
GUARANTEED )
(Person(s) executing this Assignment sign(s) here)
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
19
require signature to be guaranteed by certain eligible guarantor institutions
that participate in a recognized signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax
Identification Number of
Transferee(s)
Transferee is a(n):
Individual* Corporation
Partnership Trust
*If the 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
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. Equality of Lien. The timely payment of principal of and interest on
the Notes and Parity Notes shall be secured equally and ratably by the Net Revenues of
the System without priority by reason of number or time of sale or delivery; and the Net
Revenues of the System are hereby irrevocably pledged to the timely payment of both
principal and interest as the same become due.
20
Section 15. Application of Note Proceeds - Project Fund. Proceeds of the Notes
shall be applied as follows:
An amount equal to the Initiation Fee and other costs of issuance of the Notes shall
be applied to pay such costs as may be approved by the Treasurer.
The balance of the proceeds shall be deposited to the Project Fund and expended
therefrom for the purposes of issuance.
Any amounts on hand in the Project Fund shall be available for the payment of the
principal of or interest on the Notes at any time that other funds of the System shall be
insufficient to the purpose, in which event such funds shall be repaid to the Project Fund
at the earliest opportunity. Any balance on hand in the Project Fund and not immediately
required for its purposes may be invested not inconsistent with limitations provided by
law, the Internal Revenue Code and this Resolution. Any excess proceeds remaining on
hand after completion of the purpose of issuance shall be paid into the Improvement Fund
to the maximum required amounts and any remaining amounts shall be used to call or
otherwise retire Notes.
Section 16. User Rates. There has heretofore been established and published as
required by law, just and equitable rates or charges for the use of the service rendered by
the System. Said rates or charges to be paidby the owner of each and every lot, parcel of
real estate, or building that is connected with and uses the System, by or through any part
of the System or that in any way uses or is served by the System.
Any revenues paid and collected for the use of the System and its services by the
Issuer or any department, agency or instrumentality of the Issuer shall be used and
accounted for in the same manner as any other revenues derived from the operations of the
System.
Section 17. Application of Revenues. From and after the delivery of any Notes,
and as long as any of the Notes or Parity Notes shall be outstanding and unpaid either as to
principal or as to interest, or until all of the Notes and Parity Notes then outstanding shall
have been discharged and satisfied in the manner provided in this Resolution, the entire
income and revenues of the System shall be deposited as collected in a fund to be known
as the Storm Water Utility Revenue Fund (the "Revenue Fund "), and shall be disbursed
only as follows:
(a) Operation and Maintenance Fund. Money in the Revenue Fund shall first be
disbursed to make deposits into a separate and special fund to pay current expenses.
The fund shall be known as the Storm Water Utility Revenue Operation and
21
Maintenance Fund (the "Operation and Maintenance Fund "). There shall be
deposited in the Operation and Maintenance Fund each month an amount sufficient
to meet the current expenses of the month plus an amount equal to 1 /12th of
expenses payable on an annual basis such as insurance. After the first day of the
month, further deposits may be made to this account from the Revenue Fund to the
extent necessary to pay current expenses accrued and payable to the extent that
funds are not available in the Surplus Fund.
(b) Sinking Fund. Money in the Revenue Fund shall next be disbursed to make
deposits into a separate and special fund to pay the principal and interest
requirements of the Fiscal Year on the Notes and Parity Notes. The fund shall be
known as the Storm Water Utility Revenue Capital Loan Note and Interest Sinking
Fund (the "Sinking Fund "). The required amount to be deposited in the Sinking
Fund in any month shall be the equal monthly amount necessary to pay in full the
installment of interest coming due on the next interest payment date on the then
outstanding Notes and Parity Notes plus the equal monthly amount necessary to
pay in full the installment of principal coming due on such Notes on the next
succeeding principal payment date until the full amount of such installment is on
hand. If for any reason the amount on hand in the Sinking Fund exceeds the
required amount, the excess shall forthwith be withdrawn and paid into the
Revenue Fund. Money in the Sinking Fund shall be used solely for the purpose of
paying principal of and interest on the Notes and Parity Notes as the same shall
become due and payable.
(c) Subordinate Obligations. Money in the Revenue Fund may next be used to pay
principal of and interest on (including reasonable reserves therefor) any other
obligations which by their terms shall be payable from the revenues of the System,
but subordinate to the Notes and Parity Notes, and which have been issued for the
purposes of extensions and improvements to the System or to retire the Notes or
Parity Notes in advance of maturity, or to pay for extraordinary repairs or
replacements to the System.
(d) Surplus Revenue. All money thereafter remaining in the Revenue Fund at the
close of each month may be deposited in any of the funds created by this
Resolution, may be used to pay for extraordinary repairs or replacements to the
System, or may be used to pay or redeem the Notes or Parity Notes any of them, or
for any lawful purpose.
Money in the Revenue Fund shall be allotted and paid into the various funds and
accounts hereinbefore referred to in the order in which said funds are listed, on a
cumulative basis on the 1 Oth day of each month, or on the next succeeding business day
22
when the 10th shall not be a business day; and if in any month the money in the Revenue
Fund shall be insufficient to deposit or transfer the required amount in any of said funds or
accounts, the deficiency shall be made up in the following month or months after
payments into all funds and accounts enjoying a prior claim to the revenues shall have
been met in full.
Section 18. Outstanding Obligations. The provisions in the Prior Note
Resolutions, whereby there was created and is to be maintained a Storm Water Utility
Revenue Note Principal and Interest Sinking Fund ( "Sinking Fund "), and for the monthly
payment into said fund from the future Net Revenues of the System such portion thereof
as will be sufficient to meet the principal and interest of the Outstanding Obligations, and
maintaining a reserve therefor, are hereby ratified and confirmed, and all such provisions
inure to and constitute the security for the payment of the principal and interest on Notes
hereby authorized to be issued; provided, however, that the amounts to be set aside and
paid into the Sinking Fund in equal monthly installments from the earnings shall be
sufficient to pay the principal and interest due each year, not only on the Outstanding
Obligations, but also the principal and interest of the Notes herein authorized to be issued.
Except as may be otherwise provided in the above Prior Note Resolutions, proceeds of the
Notes or other funds may be invested in Permitted Investments.
Nothing in this Resolution shall be construed to impair the rights vested in the
Outstanding Obligations. The amounts herein required to be paid into the various funds
named in this Section shall be inclusive of payments required in respect to the Outstanding
Obligations. The provisions of the legislation authorizing the Outstanding Obligations
and the provisions of this Resolution are to be construed wherever possible so that the
same will not be, in conflict. In the event such construction is not possible, the provisions
of the resolution first adopted shall prevail until such time as the notes or bonds authorized
by said resolution have been paid in full or otherwise satisfied as therein provided at
which time the provisions of this Resolution shall again prevail.
Section 19. Investments. Moneys on hand in the Project Fund and all of the funds
provided by this Resolution may be invested only in Permitted Investments or deposited in
financial institutions which are members of the Federal Deposit Insurance Corporation, or
its equivalent successor, and the deposits of which are insured thereby and all such
deposits exceeding the maximum amount insured from time to time by FDIC or its
equivalent successor in any one financial institution shall be continuously secured in
compliance with the State Sinking Fund provided under Iowa Code chapter 12C, or
otherwise by a valid pledge of direct obligations of the United States Government having
an equivalent market value. All investments shall mature before the date on which the
moneys are required for the purposes for which the fund was created or otherwise as
23
herein provided. The provisions of this Section shall not be construed to require the Issuer
to maintain separate accounts for the funds created by this Section.
All income derived from such investments shall be deposited in the Revenue Fund
and shall be regarded as revenues of the System except earnings on investments of the
Project Fund shall be deposited in and expended from the Project Fund. Investments shall
at any time necessary be liquidated and the proceeds thereof applied to the purpose for
which the respective fund was created.
Section 20. Covenants Regarding the Operation of the System. The Issuer hereby
covenants and agrees with each and every holder of the Notes and Parity Notes:
(a) Maintenance and Efficiency. The Issuer will maintain the System in good
condition and operate it in an efficient manner and at reasonable cost.
(b) Sufficiency of Rates. On or before the beginning of each Fiscal Year the
Governing Body will adopt or continue in effect rates for all services rendered by
the System determined to be sufficient to produce Net Revenues for the next
succeeding Fiscal Year adequate to pay principal and interest requirements and
create reserves as provided in this Resolution but not less than 110% percent of the
principal and interest requirements of the Fiscal Year. No free use of the System
by the Issuer or any department, agency or instrumentality of the Issuer shall be
permitted except upon the determination of the Governing Body that the rates and
changes otherwise in effect are sufficient to provide Net Revenues at least equal to
the requirements of this subsection.
(c) Insurance. The Issuer shall maintain insurance for the benefit of the
noteholders on the insurable portions of the System of a kind and in an amount
which normally would be carried by private companies engaged in a similar kind of
business. The proceeds of any insurance, except public liability insurance, shall be
used to repair or replace the part or parts of the System damaged or destroyed.
(d) Accounting and Audits. The Issuer will cause to be kept proper books and
accounts adapted to the System and in accordance with generally accepted
accounting practices, and will diligently act to cause the books and accounts to be
audited annually and reported upon not later than 180 days after the end of each
Fiscal Year by an Independent Auditor and will provide copies of the audit report
to the holders of any of the Notes and Parity Notes upon request. The holders of
any of the Notes and Parity Notes shall have at all reasonable times the right to
inspect the System and the records, accounts and data of the Issuer relating thereto.
24
(e) State Laws. The Issuer will faithfully and punctually perform all duties with
reference to the System required by the Constitution and laws of the State of Iowa,
including the making and collecting of reasonable and sufficient rates for services
rendered by the System as above provided, and will segregate the revenues of the
System and apply said revenues to the funds specified in this Resolution.
(f) Property. The Issuer will not sell, lease, mortgage or in any manner dispose of
the System, or any capital part thereof, including any and all extensions and
additions that may be made thereto, until satisfaction and discharge of all of the
Notes and Parity Notes shall have been provided for in the manner provided in this
Resolution; provided, however, that this covenant shall not be construed to prevent
the disposal by the. Issuer of property which in the judgment of its Governing Body
has become inexpedient or unprofitable to use in connection with the System, or if
it is to the advantage of the System that other property of equal or higher value be
substituted therefor, and provided further that the proceeds of the disposition of
such property shall be placed in a revolving fund and used in preference to other
sources for capital improvements to the System. Any such proceeds of the
disposition of property acquired with the proceeds of the Notes or Parity Notes
shall not be used to pay principal or interest on the Notes and Parity Notes or for
payments into the Sinking Funds.
(g) Fidelity Note. The Issuer shall maintain fidelity note coverage in amounts
which normally would be carried by private companies engaged in a similar kind of
business on each officer or employee having custody of funds of the System.
(h) Budget. The Governing Body of the Issuer shall approve and conduct
operations pursuant to a system budget of revenues and current expenses for each
Fiscal Year. Such budget shall take into account revenues and current expenses
during the current and last preceding Fiscal Years. Copies of such budget and any
amendments thereto shall be provided to the holders of any of the Notes upon
request.
Section 21. Remedies of Noteholders. Except as herein expressly limited the
holder or holders of the Notes and Parity Notes shall have and possess all the rights of
action and remedies afforded by the common law, the Constitution and statutes of the
State of Iowa, and of the United States of America, for the enforcement of payment of
their Notes and interest thereon, and of the pledge of the revenues made hereunder, and of
all covenants of the Issuer hereunder.
25
Section 22. Prior Lien and Parity Notes. The Issuer will issue no other Notes or
obligations of any kind or nature payable from or enjoying a lien or claim on the property
or revenues of the System having priority over the Notes or Parity Notes.
Additional Notes may be issued on a parity and equality of rank with the Notes
with respect to the lien and claim of such Additional Notes to the revenues of the System
and the money on deposit in the funds adopted by this Resolution, for the following
purposes and under the following conditions, but not otherwise:
(a) For the purpose of refunding any of the Notes or Parity Notes which shall have
matured or which shall mature not later than three months after the date of delivery
of such refunding Notes and for the payment of which there shall be insufficient
money in the Sinking Fund;
(b) For the purpose of refunding any Notes, Parity Notes or general obligation
notes outstanding, or making extensions, additions, improvements or replacements
to the System, if all of the following conditions shall have been met:
(i) before any such Additional Notes ranking on a parity are issued, there
will have been procured and filed with the Clerk, a statement of an
Independent Auditor not a regular employee of the Issuer, reciting the
opinion based upon necessary investigations that the Net Revenues of the
System for the preceding Fiscal Year (with adjustments as hereinafter
provided) were equal to at least 1.10 times the maximum amount that will be
required in any Fiscal Year prior to the longest maturity of any of the Notes
or Parity Notes for both principal of and interest on all Notes or Parity Notes
then outstanding which are payable from the net earnings of the System and
the Additional Notes then proposed to be issued.
For the purpose of determining the Net Revenues of the System for
the preceding Fiscal Year as aforesaid, the amount of the gross revenues for
such year may be adjusted by an Independent Auditor, not a regular
employee of the Issuer, so as to reflect any changes in the amount of such
revenues which would have resulted had any revision of the schedule of
rates or charges imposed at or prior to the time of the issuance of any such
Additional Notes been in effect during all of such preceding Fiscal Year.
(ii) the Additional Notes must be payable as to principal and as to interest
on the same month and day as the Notes herein authorized.
26
(iii) for the purposes of this Section, principal and interest falling due on the
first day of a Fiscal Year shall be deemed a requirement of the immediately
preceding Fiscal Year.
(iv) for the purposes of this Section, general obligation capital loan notes
shall be refunded only upon a finding of necessity by the Governing Body
and only to the extent the general obligation capital loan notes were issued
or the proceeds of them were expended for the System.
(v) for purposes of this Section, "preceding Fiscal Year" shall be the most
recently completed Fiscal Year for which audited financial statements
prepared by a certified public accountant are issued and available, but in no
event a Fiscal Year which ended more than eighteen months prior to the date
of issuance of the Additional Notes.
Section 23. Discharge and Satisfaction of Notes. The covenants, liens and pledges
entered into, created or imposed pursuant to this Resolution may be fully discharged and
satisfied with respect to the Notes and Parity Notes, or any of them, in any one or more of
the following ways:
(a) By paying the Notes or Parity Notes when the same shall become due and
payable; and
(b) By depositing in trust with the Treasurer, or with a corporate trustee designated
by the Governing Body for the payment of said obligations and irrevocably
appropriated exclusively to that purpose an amount in cash or direct obligations of
the United States the maturities and income of which shall be sufficient to retire at
maturity, or by redemption prior to maturity on a designated date upon which said
obligations may be redeemed, all of such obligations outstanding at the time,
together with the interest thereon to maturity or to the designated redemption date,
premiums thereon, if any that may be payable on the redemption of the same;
provided that proper notice of redemption of all such obligations to be redeemed
shall have been previously published or provisions shall have been made for such
publication.
Upon such payment or deposit of money or securities, or both, in the amount and
manner provided by this Section, all liability of the Issuer with respect to the Notes or
Parity Notes shall cease, determine and be completely discharged, and the holders thereof
shall be entitled only to payment out of the money or securities so deposited.
27
Section 24. Resolution a Contract. The provisions of this Resolution shall
constitute a contract between the Issuer and the holder or holders of the Notes and Parity
Notes, and after the issuance of any of the Notes no change, variation or alteration of any
kind in the provisions of this Resolution shall be made in any manner, except as provided
in the next succeeding Section, until such time as all of the Notes and Parity Notes, and
interest due thereon, shall have been satisfied and discharged as provided in this
Resolution.
Section 25. Amendment of Resolution Without Consent. The Issuer may, without
the consent of or notice to any of the holders of the Notes and Parity Notes, amend or
supplement this Resolution for any one or more of the following purposes:
(a) to cure any ambiguity, defect, omission or inconsistent provision in this
Resolution or in the Notes or Parity Notes; or to comply with any application
provision of law or regulation of federal or state agencies; provided, however, that
such action shall not materially adversely affect the interests of the holders of the
Notes or Parity Notes;
(b) to change the terms or provisions of this Resolution to the extent
necessary to prevent the interest on the Notes or Parity Notes from being includable
within the gross income of the holders thereof for federal income tax purposes;
(c) to grant to or confer upon the holders of the Notes or Parity Notes any
additional rights, remedies, powers or authority that may lawfully be granted to or
conferred upon the holders of the Notes;
(d) to add to the covenants and agreements of the Issuer contained in this
Resolution other covenants and agreements of, or conditions or restrictions upon,
the Issuer or to surrender or eliminate any right or power reserved to or conferred
upon the Issuer in this Resolution; or
(e) to subject to the lien and pledge of this Resolution additional pledged
revenues as may be permitted by law.
Section 26. Amendment of Resolution Requiring Consent. This Resolution may
be amended from time to time if such amendment shall have been consented to by holders
of not less than two- thirds in principal amount of the Notes and Parity Notes at any time
outstanding (not including in any case any Notes which may then be held or owned by or
for the account of the Issuer, but including such Refunding Notes as may have been issued
for the purpose of refunding any of such Notes if such Refunding Notes shall not then be
owned by the Issuer); but this Resolution may not be so amended in such manner as to:
28
(a) Make any change in the maturity or interest rate of the Notes, or modify the
terms of payment of principal of or interest on the Notes or any of them or impose
any conditions with respect to such payment;
(b) Materially affect the rights of the holders of less than all of the Notes and
Parity Notes then outstanding; and
(c) Reduce the percentage of the principal amount of Notes, the consent of the
holders of which is required to effect a further amendment.
Whenever the Issuer shall propose to amend this Resolution under the provisions of
this Section, it shall cause notice of the proposed amendment to be filed with the Original
Purchaser and to be mailed by certified mail to each registered owner of any Notes as
shown by the records of the Registrar. Such notice shall set forth the nature of the
proposed amendment and shall state that a copy of the proposed amendatory Resolution is
on file in the office of the City Clerk.
Whenever at any time within one year from the date of the mailing of said notice
there shall be filed with the City Clerk an instrument or instruments executed by the
holders of at least two - thirds in aggregate principal amount of the Notes then outstanding
as in this Section defined, which instrument or instruments shall refer to the proposed
amendatory Resolution described in said notice and shall specifically consent to and
approve the adoption thereof, thereupon, but not otherwise, the Governing Body of the
Issuer may adopt such amendatory Resolution and such Resolution shall become effective
and binding upon the holders of all of the Notes and Parity Notes.
Any consent given by the holder of a Note pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the instrument
evidencing such consent and shall be conclusive and binding upon all future holders of the
same Note during such period. Such consent may be revoked at any time after six months
from the date of such instrument by the holder who gave such consent or by a successor in
title by filing notice of such revocation with the City Clerk.
The fact and date of the execution of any instrument under the provisions of this
Section may be proved by the certificate of any officer in any jurisdiction who by the laws
thereof is authorized to take acknowledgments of deeds within such jurisdiction that the
person signing such instrument acknowledged before him the execution thereof, or may be
proved by an affidavit of a witness to such execution sworn to before such officer.
29
The amount and numbers of the Notes held by any person executing such
instrument and the date of his holding the same may be proved by an affidavit by such
person or by a certificate executed by an officer of a bank or trust company showing that
on the date therein mentioned such person had on deposit with such bank or trust company
the Notes described in such certificate.
Notwithstanding anything in this Section to the contrary, the holder or holders of
100% of the Notes and Parity Obligations may consent to any amendment of this
Resolution, or waive any notices required hereunder, on such terms and under such
conditions as said holders shall determine to be appropriate.
Section 27. Severability. If any section, paragraph, or provision of this Resolution
shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the
remaining provisions.
Section 28. Repeal of Conflicting Ordinances or Resolutions and Effective Date.
All other ordinances, resolutions and orders, or parts thereof, in conflict with the
provisions of this Resolution are, to the extent of such conflict, hereby repealed; and this
Resolution shall be in effect from and after its adoption.
Section 29. 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 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 Loan and Disbursement Agreement, the terms of the
Loan and Disbursement Agreement shall prevail and be given effect to the extent
necessary to resolve any such conflict or inconsistency.
30
PASSED AND APPROVED this 17th day of February, 2014.
ATTEST:
31
CERTIFICATE
STATE OF IOWA
) SS
COUNTY OF DUBUQUE
I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a
true and complete copy of the portion of the corporate records of said Municipality
showing proceedings of the Council, and the same is a true and complete copy of the
action taken by said Council with respect to said matter at the meeting held on the date
indicated in the attachment, which proceedings remain in full force and effect, and have
not been amended or rescinded in any way; that meeting and all action thereat was duly
and publicly held in accordance with a notice of meeting and tentative agenda, a copy of
which was timely served on each member of the Council and posted on a bulletin board or
other prominent place easily accessible to the public and clearly designated for that
purpose at the principal office of the Council (a copy of the face sheet of said agenda
being attached hereto) pursuant to the local rules of the Council and the provisions of
Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least
twenty -four hours prior to the commencement of the meeting as required by said law and
with members of the public present in attendance; I further certify that the individuals
named therein were on the date thereof duly and lawfully possessed of their respective city
offices as indicated therein, that no Council vacancy existed except as may be stated in
said proceedings, and that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City or the right
of the individuals named therein as officers to their respective positions.
WITNESS my hand and the seal of said Municipality hereto affixed this 18th day
of February, 2014.
City lerk, Dubuque,
SEAL
00996460 -1 \ 10422 -149
ROLL CALL ORDER FOR MEETING OF 2/17/2014
Resnick, Sutton, Braig, Buol, Connors, Jones, Lynch
CITY OF DUBUQUE, IOWA
CITY COUNCIL MEETING
Historic Federal Building
350 W. 6th Street
February 17, 2014
Council meetings are video streamed live and archived at
www.citvofdubuque.orci /media and on Dubuque's City Channel on the
Mediacom cable system at Channel 8 (analog) and 85.2 (digital).
WORK SESSION
5:00 PM
Environmental Stewardship Advisory Commission - Hydraulic Fracturing Report
ESAC Hydraulic Fracturing Report Appendix 1- Public Comments, Appendix 2- EPA Progress Report, Appendix 3- List of Articles &
Websites, Petition from the Sisters of the- Presentation 2/14/14
REGULAR SESSION
6:30 PM
PLEDGE OF ALLEGIANCE
PROCLAMATION(S)
1. Problem Gambling Awareness Month (March 2014)
Problem Gambling Awareness Proclamation
PRESENTATION(S)
1. Environmental Protection Agency (EPA) Smart Growth Award
Assistant City Manager Teri Goodmann to present the EPA Smart Growth Achievement Award - Corridor or
Neighborhood Revitalization category for the Historic Millwork District and Washington Neighborhood
EPA Congratulatory Letter IEDA Congratulatory Letter
Changed
CONSENT ITEMS
The consent agenda items are considered to be routine and non - controversial and all consent items will be normally voted upon in a single
motion without any separate discussion on a particular item. If you would like to discuss one of the Consent Items, please go to the microphone
and be recognized by the Mayor and state the item you would like removed from the Consent Agenda for separate discussion and
consideration.
1. Minutes and Reports Submitted
Arts and Cultural Affairs Advisory Commission of 12/17/13; City Council proceedings of 2/3, 2/10; Civic Center
Advisory Commission of 1/27; Historic Preservation Commission of 1/16; Historic Preservation Education Task Force
of 2/6; Investment Oversight Advisory Commission of 1/22; Library Board of Trustees of 12/19/13; Long Range
Planning Advisory Commission of 1/15; Zoning Advisory Commission of 2/5; Proof of Publication for City Council
proceedings of 1/21; Proof of Publication for List of Claims /Summary of Revenues for month ended 12/31/13
Suggested Disposition: Receive and File
Arts Commission 12/17/13 Council Proceedings 2/3 Council Proceedings 2/10 Council Proceedings 2/12 Civic Center 1/27
Historic Preservation 1/16 Historic Preservation ETF 2/6 Investment Oversight 1/22 Library Board 12/19/13 Long Range
Planning 1/15 Zoning Advisory 2/5 Proof - Council Proceedings 2/3 Proof - List of Claims /Revenues 12/31/13
2. Notice of Claims and Suits
Scott Duehr for vehicle damage, Zachary Gries for property damage, Jerry Grutz for property damage, Kischel Harris
for personal injury and property damage (2), Jeffrey Herbst for vehicle damage, Mary Heister /State Farm Mutual for
vehicle damage, Mark Matel for vehicle damage, Jason McCann for vehicle damage, James Pancratz for vehicle
damage, Michael Pancratz for vehicle damage, Ann Powell for vehicle damage, James Thill for vehicle damage; Jeff
Tracy for vehicle damage
Suggested Disposition: Receive and File; Refer to City Attorney
Pg. 1
LOAN AND DISBURSEMENT AGREEMENT
$1,029,000 STORM WATER UTILITY REVENUE CAPITAL LOAN NOTES
This Loan and Disbursement Agreement (the "Agreement ") is made and entered into as
of , 2014, by and between the City of Dubuque, Iowa (the "Participant ") and the
Iowa Finance Authority, an agency and public instrumentality of the State of Iowa (the "Issuer ").
WHEREAS, the Issuer, in cooperation with the Iowa Department of Natural Resources
(the "Department "), is authorized to undertake the creation, administration and financing of the
Iowa Water Pollution Control Works Financing Program (the "Program ") established in Iowa
Code Sections 455B.291 through 455B.299, including, among other things, the making of loans
to Iowa municipalities for purposes of the Program; and
WHEREAS, the Participant desires to participate in the Program as a means of financing
all or part of the construction of certain wastewater treatment facilities serving the Participant
and its residents; and
WHEREAS, to assist in financing the Project (defined herein), the Issuer desires to make
a loan to the Participant in the amount set forth in Section 2 hereof;
NOW, THEREFORE, the parties agree as follows:
Section 1. Definitions. In addition to other definitions set forth herein, the following
terms as used in this Agreement shall, unless the context clearly requires otherwise, have the
following meanings:
(a) "Bonds shall mean any Iowa State Revolving Fund Revenue Bonds that
were or in the future are issued by the Issuer for the purpose of providing moneys to
finance the Loan to the Participant.
(b) "Code' shall mean the Internal Revenue Code of 1986, as amended, and
all lawfully promulgated regulations thereunder.
(c) "Project" shall mean the particular construction activities approved by the
Department and being undertaken by the Participant with respect to its Wastewater
Treatment System, as described in the Resolution.
(d) "Regulations" shall mean the administrative rules of the Department .
relating to the Program, set forth in Title 567, Chapter 92 of the Iowa Administrative
Code, and the administrative rules of the Issuer relating to the Program set forth in Title
265, Chapter 26 of the Iowa Administrative Code.
(e) "Resolution" shall mean the resolution of the Council of the Participant,
adopted on February , 2014, approving and authorizing the execution of this
Agreement and the issuance of the Revenue Bond (defined herein).
(f) "Wastewater Treatment System" shall mean the wastewater treatment
system of the Participant, all facilities being used in conjunction therewith and all
appurtenances and extensions thereto, including but not limited to the wastewater
treatment system project which the Participant is financing under this Agreement.
Section 2. Loan; Purchase of Revenue Bond. The Issuer agrees to purchase a duly
authorized and issued sewer revenue bond or capital loan note of the Participant (the "Revenue
Bond ") in order to make a loan to the Participant, and will disburse proceeds as set forth herein.
The Participant agrees to borrow and accept from the Issuer, a loan in the principal amount of
$1,029,000 (the "Loan ").
The Participant shall use the proceeds of the Loan strictly (a) to finance a portion of the
costs of construction of the Project and (b), where applicable, to reimburse the Participant for a
portion of the costs of the Project, which portion was paid or incurred in anticipation of
reimbursement through the Program and which is eligible for such reimbursement under and
pursuant to the Regulations and the Code.
Section 3. Disbursements. Proceeds of the Loan shall be made available to the
Participant in the form of one or more periodic disbursements as provided in this Section. Prior
to requesting any such disbursement, the Participant shall provide the Issuer with a copy of each
contract for construction or services relating to the Project. The Issuer thereafter shall make
disbursements from the account designated by the Issuer of a portion of the Loan for payment of
costs of the Project upon receipt of the following:
(a) a completed payment request on a form acceptable to and available from
the Issuer;
(b) current construction payment estimates;
(c) engineering service statements;
(d) purchase orders or invoices for items not included within other contracts;
and
(e) evidence that the costs for which the disbursement is requested have been
incurred.
Solely with respect to the request for the final disbursement of proceeds of the Loan, the
Participant shall submit to the Issuer, in addition to items (a) through (e) above, a certification of
completion and acceptance of the Project by the Participant or evidence of an acceptable
settlement if the Project is subject to a dispute between the Participant and any contractor.
Disbursements shall be made in a timely fashion following the receipt of the information
as set forth above. Funds shall be payable to the Participant at the address specified in the
disbursement request in the form of a check, wire transfer or automated clearinghouse system
transfer, as requested by the Participant.
2
Section 4. Completion of Project. The Participant covenants and agrees (i) to
exercise its best efforts in accordance with prudent wastewater treatment utility practices to
complete the Project; and (ii) to provide from its own fiscal resources all monies, in excess of the
total amount of Loan proceeds it receives under the Agreement, required to complete the Project.
Section 5. Repayment of Loan; Issuance of Revenue Bonds. The Participant's
obligation to repay the Loan and interest thereon shall be evidenced by the Revenue Bond in the
principal amount of the Loan, complying in all material respects with the Regulations and being
in substantially the form set forth in the Resolution. The Revenue Bond shall be delivered to the
Issuer as the original purchaser and registered holder thereof at the closing of the Loan. The
Revenue Bond shall be accompanied by a legal opinion of bond counsel, in form satisfactory to
the Issuer, to evidence the legality, security position and tax - exempt status of interest on the
Revenue Bond. The parties agree that a payment of principal of or interest on the Revenue Bond
shall be deemed to be a payment of the same on the Loan and a payment of principal of or
interest on the Loan shall be deemed to be a payment of the same on the Revenue Bond.
The Revenue Bond shall be dated the date of delivery to the Issuer, shall bear interest at
the rate of 1.75% per annum payable semiannually on June 1 and December 1 of each year
(unless the resolution authorizing a previous series of outstanding bonds on a parity with the
Revenue Bond requires interest to be paid on other interest payment dates, in which case such
other dates shall apply) from the date of each advancement of a part of the Loan from the Issuer
to the Participant (which are initially expected to be on approximately the dates set forth on
Exhibit A attached hereto and incorporated herein). The first repayment of principal of the Loan
shall be due and payable not later than one year after completion of the Project and payments of
principal and interest shall continue thereafter until paid in full as to principal and interest as set
forth in Exhibit A attached hereto and incorporated herein. Following the final disbursement of
Loan proceeds to the Participant, Exhibit A shall be adjusted by the Issuer, with the approval of
the Participant, based upon actual advancements to the Participant under the Agreement and final
costs of the Project (adjusted to a multiple of $1,000). Such revised Exhibit A thereafter shall be
deemed to be incorporated herein by reference and made a part hereof and shall supersede and
replace that initially attached hereto and to the Revenue Bond.
The Revenue Bond shall be subject to optional redemption by the Participant at a price of
par plus accrued interest (i) on any date upon receipt of written consent by the Issuer, or (ii) in
the event that all or substantially all of the Project is damaged or destroyed. Any optional
redemption of the Revenue Bond by the Participant may be made from any funds regardless of
source, in whole or from time to time in part, in inverse order of maturity upon not less than
thirty (30) days notice of redemption by certified or registered mail to the Issuer (or any other
registered owner of the Revenue Bond). The Revenue Bond is also subject to mandatory
redemption in the event the costs of the Project are less than initially projected, in which case the
amount of the Loan shall be reduced to an amount equal to the actual Project costs advanced
(which amount shall in any event be adjusted to a multiple of $1,000). The Participant and the
Issuer agree that following such adjustment, the principal amount due under the Revenue Bond
shall be automatically reduced to equal the principal amount of the adjusted Loan.
3
The Revenue Bond and the interest thereon and any additional obligations as may be
hereafter issued and outstanding from time to time under the conditions set forth in the
Resolution shall be payable solely and only from the Net Revenues (as defined in the Resolution)
of the Wastewater Treatment System of the Participant, a sufficient portion of which has been
and shall be ordered set aside and pledged for such purpose under the provisions of the
Resolution. Neither this Agreement nor the Revenue Bond is a general obligation of the
Participant, and under no circumstance shall the Participant be in any manner liable by reason of
the failure of the aforesaid Net Revenues to be sufficient to pay the Revenue Bond and the
interest thereon or to otherwise discharge the Participant's obligation hereunder.
Section 6. Initiation and Servicing Fees. The Participant agrees to pay to the Issuer,
as additional consideration for the Loan, a loan initiation fee (the "Initiation Fee ") equal to one -
half of one percent (0.5 %) of the amount of the Loan ($5,145), which shall be due and payable
on the date of this Agreement. Unless the Issuer shall be otherwise notified by the Participant
that the Participant intends to pay such Initiation Fee from other funds, and has received such
other funds from the Participant on the date hereof, the Issuer shall be authorized to deduct the
full amount of the Initiation Fee from the proceeds of the Loan being made hereunder, and such
deduction by the Issuer shall be deemed to be an expenditure by the Participant of the Loan
proceeds. In addition, the Participant agrees to pay an annual Loan servicing fee (the "Servicing
Fee ") to the Issuer equal to 0.25 percent per annum of the principal amount of the Loan
outstanding (including Loan proceeds which have not yet been disbursed) on June 1 of each year
(or on such other date that the annual principal payment is due under the Revenue Bond), which
Servicing Fee shall be invoiced to the Participant by the Issuer as of said dates as the same shall
become due and payable.
Section 7. Compliance with Applicable Laws, Performance Under Loan Agreement;
Rates. The Participant covenants and agrees (i) to comply with all applicable State of Iowa and
federal laws, rules and regulations (including but not limited to the Regulations), judicial
decisions, and executive orders in the performance of the Agreement and in the financing,
construction, operation, maintenance and use of the Project and the Wastewater Treatment
System; (ii) to maintain its Wastewater Treatment System in good repair, working order and
operating condition; (iii) to cooperate with the Issuer in the observance and performance of their
respective duties, covenants, obligations and agreements under the Agreement; (iv) to comply
with all terms and conditions of the Resolution; and (v) to establish, levy and collect rents, rates
and other charges for the products and services provided by its Wastewater Treatment System,
which rents, rates and other charges shall be at least sufficient (A) to meet the operation and
maintenance expenses of such Wastewater Treatment System, (B) to produce and maintain Net
Revenues at a level not less than 110% of the amount of principal and interest on the Revenue
Bond and any other obligations secured by a pledge of the Net Revenues falling due in the same
year, (C) to comply with all covenants pertaining thereto contained in, and all other provisions
of any bond resolution, trust indenture or other security agreement, if any, relating to any bonds
or other evidences of indebtedness issued or to be issued by the Participant, (D) to pay the debt
service requirements on any bonds, notes or other evidences of indebtedness, whether now
outstanding or incurred in the future, secured by such revenues or other receipts and issued to
finance improvements to the Wastewater Treatment System and to make any other payments
-4-
required by the laws of the State of Iowa, (E) to generate funds sufficient to fulfill the terms of
all other contracts and agreements made by the Participant, including, without limitation, the
Agreement and the Revenue Bond and (F) to pay all other amounts payable from or constituting
a lien or charge on the operating revenues of its Wastewater Treatment System.
Section 8. Exclusion of Interest from Gross Income. Unless otherwise agreed to by
the Issuer in writing, the Participant covenants and agrees as follows:
(a) The Participant shall not take any action or omit to take any action which
would result in a loss of the exclusion of the interest on the Bonds from gross income for
federal income taxation as that status is governed by Section 103(a) of the Code.
(b) The Participant shall not take any action or omit to take any action, which
action or omission would cause its Revenue Bond or the Bonds (assuming solely for this
purpose that the proceeds of the Bonds loaned to the Participant represent all of the
proceeds of the Bonds) to be "private activity bonds" within the meaning of Section
141(a) of the Code. Accordingly, unless the Participant receives the prior written
approval of the Issuer, the Participant shall not (A) permit any of the proceeds of the
Bonds loaned to the Participant or the Project financed with such proceeds to be used,
either directly or indirectly, in any manner that would constitute "private business use"
within the meaning of Section 141(b)(6) of the Code, taking into account for this purpose
all such use by persons other than governmental units on an aggregate basis, (B) use,
either directly or indirectly, any of the proceeds of the Bonds loaned to the Participant to
make or finance loans to persons other than governmental units (as such term is used in
Section 141(c) of the Code) or (C) use, either directly or indirectly, any of the proceeds of
the Bonds loaned to the Participant to acquire any "non - governmental output property"
within the meaning of Section 141(d)(2) of the Code.
(c) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds (or amounts replaced with such proceeds) or any other funds or
take any action or omit to take any action, which use or action or omission would
(assuming solely for this purpose that the proceeds of the Bonds loaned to the Participant
represent all of the proceeds of the Bonds) cause the Bonds to be "arbitrage bonds"
within the meaning of Section 148(a) of the Code.
(d) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to pay the principal of or interest on any issue of State or local
governmental obligations ( "refinancing of indebtedness ") unless the Participant shall
establish to the satisfaction of the Issuer that such refinancing of indebtedness will not
adversely affect the exclusion from gross income of interest on the Bonds for federal
income tax purposes and the Participant delivers an opinion to such effect of bond
counsel acceptable to the Issuer.
(e) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to reimburse the Participant for any portion of the cost of the
5
Project unless such cost was paid and incurred by the Participant in anticipation of
reimbursement from the proceeds of the Bonds or other State or local governmental
borrowing in accordance with the Code, published rulings of the Internal Revenue
Service and the Regulations.
(f) The Participant shall not use the proceeds of the Bonds (assuming solely
for this purpose that the proceeds of the Bonds loaned to the Participant represent all of
the proceeds of the Bonds) in any manner which would cause the Bonds to be "federally
guaranteed" within the meaning of Section 149(b) of the Code or "hedge bonds" within
the meaning of Section 149(g) of the Code.
(g) The Participant shall comply with all provisions of the Code relating to the
rebate of any profits from arbitrage attributable to the Participant, and shall indemnify
and hold the Issuer harmless therefrom.
Section 9. Insurance; Audits; Disposal of Property. The Participant covenants and
agrees (a) to maintain insurance on, or to self - insure, the insurable portions of the Wastewater
Treatment System of a kind and in an amount which normally would be carried by private
companies engaged in a similar type of business, (b) to keep proper books and accounts adapted
to the Wastewater Treatment System, showing the complete and correct entry of all transactions
relating thereto, and to cause said books and accounts to be audited by an independent auditor or
the State Auditor (i) for the year in which the Project is placed in service and commences•
operations, (ii) at such times and for such periods as may be required by the federal Single Audit
Act of 1984, OMB Circular A -133 or State law, and (iii) at such other times and for such other
periods as may be requested at any time and from time to time by the Issuer (which requests may
require an audit to be performed for a period that would not otherwise be required to be audited
under State law), and (c) not to sell, lease or in any manner dispose of the Wastewater Treatment
System, or any capital part thereof, including any and all extensions and additions which may be
made thereto, until the Revenue Bond shall have been paid in full or otherwise discharged as
provided in the Resolution; provided, however, that the Participant may dispose of any property
which in the judgment of its governing body is no longer useful or profitable to use in connection
with the operation of the Wastewater Treatment System or essential to the continued operation
thereof.
Section 10. Maintenance of Documents; Access. The Participant agrees to maintain
separate financial records, in accordance with generally accepted government accounting
standards for construction cost accounting, operating revenue of the Wastewater Treatment
System and Loan repayments.
The Participant agrees to permit the Issuer or its duly authorized representative access to
all files and documents relating to the Project for purposes of conducting audits and reviews in
accordance with any of the Regulations.
Section 11. Continuing Disclosure. As a means of enabling the Issuer to comply with
the "continuing disclosure" requirements set forth in Rule 15c2 -12 (the "Rule ") of the Securities
6
and Exchange Commission, the Participant agrees, during the term of the Loan, to provide the
Issuer with (i) the comprehensive audit report of the Participant, prepared and certified by an
independent auditor or the State Auditor not later than 180 days after the end of each fiscal year
for which the report was prepared and (ii) such other information and operating data as the Issuer
may reasonably request from time to time with respect to the Wastewater Treatment System, the
Project or the Participant.
The Participant hereby consents to the inclusion of all or any portion of the foregoing
information and materials in a public filing made by the Issuer under the Rule. The Participant
agrees to indemnify and hold harmless the Issuer, and its officers, directors, employees and
agents from and against any and all claims, damages, losses, liabilities, reasonable costs and
expenses whatsoever (including attorney fees) which such indemnified party may incur by
reason of or in connection with the disclosure of information permitted under this Section;
provided that no such indemnification shall be required for any claims, damages, losses,
liabilities, costs or expenses to the extent, but only to the extent, caused by the willful
misconduct or gross negligence of the Issuer in the disclosure of such information.
Section 12. Events of Default. If any one or more of the following events occur, it is
hereby defined as and declared to constitute an "Event of Default" under this Agreement:
(a) Failure by the Participant to pay, or cause to be paid, any Loan repayment
required to be paid under this Agreement when due, which failure shall continue for a
period of five (5) days.
(b) Failure by the Participant to make, or cause to be made, any required
payments of principal, redemption premium, if any, and interest on any bonds, notes or
other obligations of the Participant (other than the Loan and the Revenue Bond), the
payment of which are secured by operating revenues of the Wastewater Treatment
System.
(c) Failure by the Participant to pay, or cause to be paid, the Servicing Fee or
any portion thereof when due, or to observe and perform any duty, covenant, obligation
or agreement on its part to be observed or performed under the Agreement or the
Resolution, other than the obligation to make Loan repayments, which failure shall
continue for a period of thirty (30) days after written notice, specifying such failure and
requesting that it be remedied, is given to the Participant by the Issuer, unless the Issuer
shall agree in writing to an extension of such time prior to its expiration or the failure
stated in such notice is correctable but cannot be corrected in the applicable period, in
which case the Issuer may not unreasonably withhold its consent to an extension of such
time up to one hundred twenty (120) days from the delivery of the written notice referred
to above if corrective action is commenced by the Participant within the applicable period
and diligently pursued until the Event of Default is corrected.
Section 13. Remedies on Default. Whenever an Event of Default shall have occurred
and be continuing, the Issuer shall have the right to take any action authorized under the
7
Regulations, the Revenue Bond or this Agreement and to take whatever other action at law or
equity may appear necessary or desirable to collect the amounts then due and thereafter to
become due under the Agreement or to enforce the performance and observance of any duty,
covenant, obligation or agreement of the Participant under the Agreement or the Resolution.
Section 14. Amendments. This Agreement may not be amended, supplemented or
modified except by a writing executed by all of the parties hereto.
Section 15. Termination. The Participant understands and agrees that the Loan may
be terminated at the option of the Issuer if construction of the Project has not commenced within
one year of the date of execution of this Agreement, all as set forth in the Regulations.
Section 16. Rule of Construction. This Agreement is executed pursuant to the
provisions of Section 384.24A of the Code of Iowa and shall be read and construed as
conforming to all provisions and requirements of that statute.
In the event of any inconsistency or conflict between the terms and conditions of the
Revenue Bond and this Agreement or the Regulations, the parties acknowledge and agree that
the terms of this Agreement or the Regulations, as the case may be, shall take precedence over
any such terms of the Revenue Bond and shall be controlling, and that the payment of principal
and interest on the Loan shall at all times conform to the schedule set forth on Exhibit A, as
adjusted, and the Regulations.
Section 17. Repayment of Planning and Design Loan. The Participant entered into an
Interim Loan and Disbursement Agreement with the Issuer to provide funds to pay the costs of
planning and designing the Project. The Participant agrees to repay the Interim Loan and
Disbursement Agreement on the date of this Agreement. Unless the Participant notifies the
Issuer that the Participant intends to repay the Interim Loan and Disbursement Agreement from
other funds, and the Issuer has received such other funds from the Participant on the date hereof,
the Issuer shall be authorized to deduct the full amount due under the Interim Loan and
Disbursement Agreement from the proceeds of the Loan being made hereunder, and such
deduction by the Issuer shall be deemed to be an expenditure by the Participant of the Loan
proceeds.
8
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
CITY OF DUBUQUE, IOWA
By:
Mayor
Attest:
City Clerk (SEAL)
9
IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first
above written.
IOWA FINANCE AUTHORITY
By:
Its: Executive Director
EXHIBIT A
ESTIMATED ADVANCEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
00997153 -1 \10422 -149
Loan summa
Loan Closing Date
Final disbursement Date
Final Maturity Date
Loan period in years
Total Loaned Amount
0.5% Initiation Fee
Net Proceeds to Borrower
Annual interest rate
Total interest
Servicing Fee rate
Total Servicing Fees
Total Loan Costs
Estimated Amortization Schedule
City of Dubuque
Taxable Revenue Bond
CS- 192513 -02
ry
Feb 28, 2014
Mar 28, 2014
Jun 1, 2033
20
$ 1,029,000.00
5,145.00
$ 1,023,855.00
1.75%
187,953.84
0.25%
$
26,798.20
219,897.04
Estimated Draw Schedule
Initiation Fee - Feb 28, 2014
P & D Payoff - Feb 28, 2014
Estimated Draw #1- Feb 28, 2014
Estimated Draw #2-
Estimated Draw #3-
Estimated Draw #4-
Estimated Draw #5-
Estimated Draw #6-
Estimated Draw #7-
Estimated Draw #8-
Estimated Draw #9-
Estimated Draw # 10-
Held for Final Docs - Mar 28, 2014
Total Loaned Amount
5,145.00
1,018,855.00
5,000.00
1,029, 000.00
STATE.
EVOLVING RE/fl
Payment Beginning
Date Balance Principal
Jun 1, 2014 1,029,000.00 41,000.00
Dec 1, 2014 988,000.00
Jun 1,,2015 988,000,00
Dec 1, 2015 945,000.00
Jun 1, 2016 945,000.00 44,000.00
Dec 1, 2016 901,000.00
Jun 1,2017 901,000.00 45,000.00
Dec 1, 2017 856,000.00
Jun 1, 2018 856,000.00 46,000.00
Dec 1, 2018 810,000.00
Jun 1, 2019 810,000.00 47,000.00
Dec 1, 2019 763,000.00
Jun 1, 2020 763,000.00 48,000 -00
Dec 1, 2020 715,000.00
Jun 1, 2021 715,000.00
Dec 1, 2021 666,000.00
Jun 1, 2022 666,000.00 50,000.00
Dec 1, 2022 616,000.00
Jun 1, 2023 616,000.00 50,000.00
Dec 1, 2023 566,000.00
Jun 1, 2024 566,000.00 52,000.00
Dec 1, 2024 514,000.00
Jun 1, 2025 514,000.00
Dec 1, 2025 461,000.00
Jun 1, 2026 461,000.00 54,000.00
Dec 1, 2026 407,000.00
Jun 1, 2027 407,000.00 55,000.00
Dec 1, 2027 352,000.00
Jun 1, 2028 352,000.00 56,000.00
Dec 1, 2028 296,000.00
Jun 1, 2029 296,000.00 57,000.00
Dec 1, 2029 239,000.00
58,000.00
Interest
Servicing
Fee
Total Loan Total Annual Debt Ending
Payment Service Balance
4,545.09
8,645.00
43,000.00 9,003.75
8,268.75
8,268.75
7,883.75
7,883.75
7,490.00
7,490.00
7,087.50
7,087.50
6,676.25
6,676.25
6,256.25
49,000.00 6,256.25
5,827.50
5,827.50
5,390.00
5,390.00
4,952.50
4,952.50
4,497.50
4,497.50
4,033.75
4,033.75
3,561.25
3,561.25
3,080.00
3,080.00
2,590.00
2,590.00
2,091.25
2,091.25
1,583.75
59,000.00 1,583.75
1,067.50
60,000.00 1,067.50
542.50
62,000.00 542.50
53,000.00
Jun 1, 2030 239,000.00
Dec 1, 2030 181,000.00
Jun 1, 2031 181,000.00
Dec 1, 2031 122,000.00
Jun 1, 2032 122,000.00
Dec 1, 2032 62,000.00
Jun 1, 2033 62,000.00
As of 1/29/2014
648.20
1,235.00
1,235.00
1,181.25
1,181.25
1,126.25
1,126.25
1,070.00
1,070.00
1,012.50
1,012.50
953.75
953.75
893.75
893.75
832.50
832.50
770.00
770.00
707.50
707.50
642.50
642.50
576.25
576.25
508.75
508.75
440.00
440.00
370.00
370.00
298.75
298.75
226.25
226.25
152.50
152.50
77.50
77.50
46 193.29
9,880.00
53 238.75
9,450.00
53,450.00
9,010.00
54,010.00
8,560.00
54,560.00
8,100.00
55,100.00
7,630.00
55,630.00
7,150.00
56,150.00
6,660.00
56,660.00
6,160.00
56,160.00
5,660.00
57,660.00
5,140.00
58,140.00
4,610.00
58,610.00
4,070.00
59,070.00
3,520.00
59,520.00
2,960.00
59,960.00
2,390.00
60,390.00
1,810.00
60 810.00
1,220.00
61,220,00
620.00
62,620.00
46,193.29 988,000.00
988,000.00
63,118.75 945 000.00
945 000.00
62,900.00 901,000.00
901,000.00
63,020.00 856,000.00
856,000.00
63,120.00 810,000.00
810,000.00
63,200.00 763,000.00
763,000.00
63,260.00 715,000.00
715,000.00
63,300.00 666,000.00
666,000.00
63,320.00 616,000.00
616,000.00
62,320.00 566,000.00
566,000.00
63,320.00 514,000.00
514,000.00
_63,280.00 461,000.00
461,000.00
63,220.00 407 000.00
407,000.00
63,140.00 352,000.00
352,000.00
63,04.0.00 296,000.00
296,000.00
62,920.00 239,000.00
239,000.00
62,780.00 181, 000.00
181,000.00
62,620.00 122,000.00
122,000.00
62,440.00 62,000.00
62,000.00
63,240.00 0.00
INVESTING IN IOWA'S WATER
www.iowasrf.com
REGISTERED REGISTERED
CERTIFICATE NO. R -1 STATE OF IOWA $1,029,000
COUNTY OF DUBUQUE
CITY OF DUBUQUE
STORM WATER UTILITY REVENUE CAPITAL LOAN NOTE
TAXABLE SERIES 2014A
Rate
1.75%
Final Maturity
June 1, 2033
Note Date
, 2014
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
IOWA FINANCE AUTHORITY
or registered assigns, the principal sum of ONE MILLION TWENTY NINE
THOUSAND DOLLARS ($1,029,000) in lawful money of the United States of America,
on the maturity dates and in the principal amounts set forth on the Debt Service Schedule
attached hereto and incorporated herein by this reference, with interest on said sum from
the date of each advancement made under a certain Loan and Disbursement Agreement,
dated as of the date hereof until paid at the rate of 1.75% per annum, payable on June 1,
2014, and semi - annually thereafter on the 1st day of June and December in each year. As
set forth on said Debt Service Schedule, principal shall be payable on June 1, 2014 and
annually thereafter on the first day of June in the amounts set forth therein until principal
and interest are fully paid, except that the final installment of the entire balance of
principal and interest, if not sooner paid, shall become due and payable on June 1, 2033.
Notwithstanding the foregoing or any other provision hereof, principal and interest shall
be payable as shown on. said Debt Service Schedule until completion of the Project, at
which time the final Debt Service Schedule shall be determined by the Trustee and
attached hereto based upon actual advancements, final costs and completion of the
Project, all as provided in the administrative rules governing the Iowa Water Pollution
Control Works Financing Program. Payment of principal and interest of this Note shall
at all times conform to said Debt Service Schedule and the rules of the Iowa Water
Pollution Control Works Financing Program.
Interest and principal shall be paid to the registered holder of the Note as shown
on the records of ownership maintained by the Registrar as of the 15th day of the month
next preceding such interest payment date. Interest shall be computed on the basis of a
360 -day year of twelve 30 -day months.
This Note is issued pursuant to the provisions of Sections 384.24A and 384.83 of
the Code of Iowa, for the purpose of paying costs of constructing storm water drainage
projects and improvements, including those costs associated with the Lower Bee Branch
Creek Restoration Project, and evidences amounts payable under a certain Loan and
Disbursement Agreement, dated as of the date hereof, in conformity to a Resolution of
the Council of said City duly passed and approved. For a complete statement of the
revenues and funds from which and the conditions under which this Note is payable, a
statement of the conditions under which additional notes or bonds of equal standing may
be issued, and the general covenants and provisions pursuant to which this Note is issued,
reference is made to the above - described Loan and Disbursement Agreement and
Resolution.
This Note is subject to optional redemption at a price of par plus accrued interest
(i) on any date upon receipt of written consent of the Iowa Finance Authority or (ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any optional
redemption of this Note may be made from any funds regardless of source, in whole or
from time to time in part, in inverse order of maturity, by lot by giving thirty (30) days'
notice of redemption by certified or registered mail, to the Iowa Finance Authority (or
any other registered owner of the Note). This Note is also subject to mandatory
redemption as set forth in Section 5 of the Agreement.
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 substitute 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 of the Uniform Commercial Code and subject to the provisions for
registration and transfer contained in the Note Resolution.
This Note and the series of which it forms a part, other notes ranking on a parity
therewith, and any additional bonds or notes which may be hereafter issued and
outstanding from time to time on a parity with said Notes, as provided in the Resolution
of which notice is hereby given and is hereby made a part hereof, are payable from and
secured by a pledge of the Net Revenues of the Storm Water Utility (the "System "), as
defined and provided in said Resolution. There has heretofore been established and the
City covenants and agrees that it will maintain just and equitable rates or charges for the
use of and service rendered by said System in each year for the payment of the proper
and reasonable expenses of operation and maintenance of said System and for the
establishment of a sufficient sinking fund to meet the principal of and interest on this
series of Notes, and other notes ranking on a parity therewith, as the same become due.
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 net earnings to be sufficient
for the payment hereof.
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 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 signature of its Mayor and attested by the manual signature of
its Clerk, with the seal of said City impressed hereon, and authenticated by the manual
signature of an authorized representative of the Registrar, the City Treasurer, Dubuque,
Iowa.
(SEAL) CITY OF DUBUQUE, IOWA
By: By:
City Clerk Mayor
Date of authentication:
This is one of the Notes described in the within mentioned Resolution, as registered by
the City Treasurer
CITY TREASURER, Registrar
By:
Authorized Signature
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
SIGNATURE )
GUARANTEED )
(Person(s) executing this Assignment sign(s) here)
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 of Transferee(s)
Address of Transferee(s)
Social Security or Tax
Identification Number of
Transferee(s)
Transferee is a(n):
Individual* Corporation
Partnership Trust
*If the 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
IA UNIF TRANS MIN ACT - Custodian
(Cust) (Minor)
under Iowa Uniform Transfers
to Minors Act
(State)
00997145
Loan summa
Loan Closing Date
Final disbursement Date
Final Maturity Date
Loan period in years
Total Loaned Amount
0.5% Initiation Fee
Net Proceeds to Borrower
Annual interest rate
Total interest
Servicing Fee rate
Total Servicing Fees
Total Loan Costs
Estimated Amortization Schedule
City of Dubuque
Taxable Revenue Bond
CS- 192513 -02
ry
Feb 28, 2014
Mar 28, 2014
Jun 1, 2033
20
$ 1,029,000.00
5,145.00
$ 1,023,855.00
1.75%
187,953.84
0.25%
$
26,798.20
219,897.04
Initiation Fee -
P & D Payoff -
Estimated Draw #1-
Estimated Draw #2-
Estimated Draw #3-
Estimated Draw #4-
Estimated Draw #5-
Estimated Draw #6-
Estimated Draw #7-
Estimated Draw #8-
Estimated Draw #9-
Estimated Draw #10-
Held for Final Docs - Mar 28, 2014
Total Loaned Amount
Estimated Draw Schedule
Feb 28, 2014
Feb 28, 2014
Feb 28, 2014
5,145.00
1, 018, 855.00
5,000.00
1,029,000.00
Payment Beginning
Date Balance
Principal
Interest
Servicing
Fee
Total Loan Total Annual Debt Ending
Payment Service Balance
Jun 1, 2014
Dec 1,2014
Jun 1,2015
Dec 1,2015
Jun 1,2016
Dec 1, 2016
Jun 1, 2017
Dec 1,2017
Jun 1, 2018
Dec 1, 2018
Jun 1,2019
Dec 1,2019
Jun 1, 2020
Dec 1, 2020
Jun 1, 2021
Dec 1, 2021
Jun 1, 2022
Dec 1, 2022
Jun 1, 2023
Dec 1, 2023
Jun 1, 2024
Dec 1, 2024
Jun 1, 2025
Dec 1, 2025
Jun 1, 2026
Dec 1, 2026
Jun 1, 2027
Dec 1, 2027
Jun 1, 2028
Dec 1, 2028
Jun 1, 2029
Dec 1, 2029
Jun 1, 2030
Dec 1, 2030
Jun 1, 2031
Dec 1, 2031
Jun 1, 2032
Dec 1, 2032
Jun 1, 2033
As of 1/29/2014
1,029,000.00
988,000.00
988,000.00
945,000.00
945,000.00
901, 000.00
901,000.00
856,000.00
856,000.00
810,000.00
810,000.00
763,000.00
763,000.00
715, 000.00
715,000.00
666,000.00
666,000.00
616,000.00
616,000.00
566,000.00
566,000.00
514,000.00
514,000.00
461, 000.00
461, 000.00
407,000.00
407,000.00
352,000.00
352,000.00
296,000.00
296,000.00
239,000.00
239,000.00
181, 000.00
181,000.00
122,000.00
122,000.00
62,000.00
62,000.00
41, 000.00
43,000.00
44,000.00
45,000.00
._.._........
46,000.00
47,000.00
48,000.00
49,000.00
50,000.00
50,000.00
52,000.00
53,000.00
54,000.00
55,000.00
56,000.00
57,000.00
58,000.00
59,000.00
60,000,00
62,000.00
4,545.09
8,645,00
9,003.75
8,268,75
8,268.75
7,883.75
7,883.75
7,490.00
7,490.00
7,087.50
7,087.50
6,676.25
6,676.25
6,256.25
6,256.25
5,827.50
5,827.50
5,390.00
5,390.00
4,952.50
4,952.50
4,497.50
4,497.50
4,033,75
4,033.75
3,561.25
3,561.25
3,080.00
3,080.00
2,590.00
2,590.00
2,091.25
2,091.25
1,583.75
1,583.75
1,067.50
1,067.50
542.50
542.50
648.20
1,235.00
1,235.00
1,181.25
1,181.25
1,126.25
1,126.25
1,070.00
1,070.00
1,012.50
1,012.50
953.75
953.75
893.75
893.75
832.50
832.50
770.00
770.00
707.50
707.50
642.50
642.50
576.25
576.25
508.75
508.75
440.00
440.00
370.00
370.00
298.75
298.75
226.25
226.25
152.50
152.50
77.50
77.50
46,193.29
9,880.00
53,238.75
9,450.00
53,450.00
9,010.00
54,010.00
8,560.00
54,560.00
8,100.00
55,100.00
7,630.00
55,630.00
7,150.00
56,150.00
6,660.00
56,660.00
6,160.00
56,160.00
5,660.00
57,660.00
5,140.00
58,140.00
4,610.00
58, 610.00
_.._.. .... - .
4,070.00
59,070.00
3,520.00
59,520.00
2,960.00
59,960.00
2,390.00
60,390.00
1,810.00
60,810.00
1,220.00
61,220.00
620.00
62,620.00
46,193.29
63,118.75
62,900.00
63,020.00
63,120.00
63,200.00
63,260.00
63,300.00
63,320.00
62, 320.00
63,320.00
63,280.00
63,220.00
63,140.00
63,040.00
62,920.00
62,780.00
62,620.00
62,440.00
63,240.00
988,000.00
988,000.00
945,000.00
945,000.00
901,000.00
901,000.00
856,000.00
856,000.00
810,000.00
810,000.00
763,000.00
763,000.00
715,000.00
715,000.00
666,000.00
666,000.00
616,000.00
616,000.00
566,000.00
566,000.00
514,000.00
514,000.00
461,000.00
461, 000.00
407,000.00
407,000.00
352,000.00
352,000.00
296,000.00
296,000.00
239,000.00
239,000.00
181,000.00
181, 000.00
122,000.00
122,000.00
62,000.00
62,000.00
0.00
INVESTING IN IOWA'S WATER
www.iowasrf.com
CLN2.SHL
DELIVERY CERTIFICATE
We, the undersigned City officials, do hereby certify that we are the officers,
respectively below indicated, of a municipal corporation in the State of Iowa, known as
the City of Dubuque, Iowa; that in pursuance of the provisions of Sections 384.24A and
384.84A, Code of Iowa, there have been heretofore lawfully authorized and this day by
us lawfully executed, issued, caused to be registered and authenticated and delivered fully
registered Storm Water Utility Revenue Capital Loan Notes, Taxable Series 2014A,
numbered R -1 in the amount of $1,029,000, of said City, dated the date of delivery,
bearing interest at the rate of 1.75% per annum set forth on the Debt Service Schedule
attached hereto and incorporated herein by this reference.
The Notes have been executed with the manual signature of the Mayor and the
manual signature of the City Clerk of said City.
The Notes have been delivered to:
Iowa Finance Authority of Des Moines, Iowa,
and has been paid for in accordance with the terms of the contract of sale and at a price of
par.
We further certify that no controversy or litigation is pending, prayed or
threatened involving the incorporation, organization, existence or boundaries of the City,
or the titles of the undersigned officers to their respective positions, or the validity of the
Notes, or the pledge of the net earnings of the Storm Water Utility System, (the
"System"), to the payment of the Notes or the power and duty of the City to construct,
own and operate its System as a revenue producing undertaking and to provide, charge
and apply adequate rates and charges for the full and prompt payment of the principal and
interest of the Notes, and that none of the proceedings or authority for the issuance of the
Notes have been repealed, revoked, rescinded, or modified in any manner.
We further certify that each of the officers whose signatures appear on the Notes
were in occupancy and possession of their respective offices at the time the Notes were
executed and do hereby adopt and affirm their signatures appearing in the Notes.
We further certify that the present financial condition of the City is as follows:
Total storm water revenue bonded indebtedness,
including above - mentioned Storm Water Utility
Revenue Capital Loan Notes $
All other indebtedness of any
kind, payable from Storm Water Revenues $
IN WITNESS WHEREOF, we have hereunto affixed our hands at Dubuque, Iowa,
this day of , 2014.
Mayor
City Clerk
Treasurer
(SEAL)
00997159 -1 \10422 -149
Loan summa
Loan Closing Date
Final disbursement Date
Final Maturity Date
Loan period in years
Total Loaned Amount
0.5% Initiation Fee
Net Proceeds to Borrower
Annual interest rate
Total interest
Servicing Fee rate
Total Servicing Fees
Total Loan Costs
Estimated Amortization Schedule
City of Dubuque
Taxable Revenue Bond
CS- 192513 -02
ry
Feb 28, 2014
Mar 28, 2014
Jun 1, 2033
20
$ 1,029,000.00
5,145.00
$ 1,023,855.00
1.75%
187,953.84
0.25%
26,798.20
219, 897.04
Initiation Fee -
P & D Payoff -
Estimated Draw #1-
Estimated Draw #2-
Estimated Draw #3-
Estimated Draw #4-
Estimated Draw #5-
Estimated Draw #6-
Estimated Draw #7-
Estimated Draw #8-
Estimated Draw #9-
Estimated Draw #10-
Held for Final Docs -
Estimated Draw Schedule
Feb 28, 2014
Feb 28, 2014
Feb 28, 2014
Mar 28, 2014
Total Loaned Amount
5,145.00
1,018,855.00
5,000.00
1,029,000.00
Payment Beginning
Date Balance
Principal
Interest
Servicing
Fee
Total Loan Total Annual Debt Ending
Payment Service Balance
Jun 1,2014
Dec 1,2014
Jun 1, 2015
Dec 1, 2015
Jun 1, 2016
Dec 1,2016
1,029,000.00
988,000.00
988,000.00
945,000.00
945,000.00
901,000.00
Jun 1, 2017 901,000.00
Dec 1, 2017 856,000.00
Jun 1, 2018 856,000.00
Dec 1, 2018 810,000.00
Jun 1, 2019 810,000.00
Dec 1, 2019 763,000.00
Jun 1, 2020 763,000.00
Dec 1, 2020 715,000.00
Jun 1, 2021
Dec 1, 2021
Jun 1, 2022
Dec 1, 2022
Jun 1, 2023
Dec 1, 2023
Jun 1, 2024
Dec 1, 2024
Jun 1, 2025
Dec 1, 2025
715,000.00
666,000.00
666,000.00
616,000.00
616,000.00
566,000.00
566,000.00
514,000.00
514,000.00
461,000.00
Jun 1, 2026 461,000.00
Dec 1, 2026 407,000.00
Jun 1, 2027
Dec 1, 2027
Jun 1, 2028
Dec 1,2028
Jun 1, 2029
Dec 1, 2029
407;000.00
352,000.00
352,000.00
296,000.00
296,000.00
239,000.00
Jun 1, 2030 239,000.00
Dec 1, 2030 181,000.00
Jun 1, 2031 181,000.00
Dec 1, 2031 122,000.00
Jun 1, 2032 122,000.00
Dec 1, 2032 62,000.00
Jun 1, 2033 62,000.00
As of 1/29/2014
41,000.00
43,000.00 _
44,000.00
45,000.00
46,000.00
47,000.00
48,000.00
49,000.00
50,000.00
50,000.00
52,000.00
53,000.00
54,000.00
55,000.00
56,000.00
57,000.00
58,000.00
59,000.00
60,000.00
62,000.00
4,545.09
8,645.00
9,003.75
8,268.75
8,268.75
7,883.75
7,883.75
7,490.00
7,490.00
7,087.50
7,087.50
6,676.25
6,676.25
6,256.25
6,256.25
5,827.50
5,827.50
5,390.00
5,390.00
4,952.50
4,952.50
4,497.50
4,497.50
4,033.75
4,033.75
3,561.25
3,561.25
3,080.00
3,080.00
2,590.00
2,590.00
2,091.25
2,091.25
1,583.75
1,583.75
1,067.50
1,067.50
542.50
542.50
648.20
1,235.00
1,235.00
1,181.25
1,181.25
1,126.25
1,126.25
1,070.00
1,070.00
1,012.50
1,012.50
953.75
953.75
893.75
893.75
832.50
832.50
770.00
770.00
707.50
707.50
642.50
642.50
576.25
576.25
508.75
508.75
440.00
440.00
370.00
370.00
298.75
298.75
226.25
226.25
152.50
152.50
77.50
77.50
46,193.29
9,880.00
,53,238.75
9,450.00
53 450.00
9,010.00
54,010.00
8,560.00
54,560.00
8,100.00
55,100.00
7,630.00
55,630.00
7,150.00
56,150.00
6,660.00
56,660.00
6,160.00
56,160.00
5,660.00
57,660.00
5,140.00
58,140.00
4,610.00
58,610.00
4,070.00
59,070.00
3,520.00
59,520.00
2,960.00
59,960.00
2,390.00
60,390.00
1,810.00
60 810.00
1,220.00
61,220.00
620.00
62,620.00
46,193.29
63,118.75
62,900.00
63,020.00
63,120.00
63,200.00
63,260.00
63,300.00
63 320.00
62,320.00
63,320.00
63,280.00
63,220.00
63,140.00
63,040.00
62,920.00
62,780.00
62,620.00
62,440.00 _
63,240.00
988,000.00
988,000.00
945.000.00
945,000.00
901,000.00
901,000.00
856,000.00
856,000.00
810,000.00
810,000.00
763,000.00
763,000.00
715 000.00
715,000.00
666,000.00
666,000.00
616,000.00
616,000.00
566,000.00
566,000.00
514,000.00
514,000.00
461,000.00
461,000.00
407,000.00
407,000.00
352,000.00
352,000.00
296,000.00
296,000.00
239,000.00
239,000.00
181,000.00
181,000.00
122 000.00
122,000.00
62,000.00_
62,000.00
0.00
INVESTING IN IOWA'S WATER
www.iowasrf.com
TRANSCRIPT CERTIFICATE
I, the undersigned, being first duly sworn, do hereby depose and certify that I am
the duly appointed, qualified and acting Clerk of the City of Dubuque, Iowa, and that as
such Clerk I have in my possession or have access to the complete corporate records of
said City and of its Council and officials, and that I have carefully compared the
transcript hereto attached with the aforesaid corporate records and that said transcript
hereto attached is a true and complete copy of all the corporate records in relation to the
authorization, issuance and disposition of $1,029,000 Storm Water Utility Revenue
Capital Loan Notes, Taxable Series 2014A, of said City dated the date of delivery, and
that said transcript hereto attached contains a true and complete statement of all the
measures adopted and proceedings, acts and things had, done and performed up to the
present time, in relation to the authorization, issuance and disposition of said Notes, and
that said Council consists of a Mayor and six (6) Council Members, and that said offices
were duly and lawfully filled by the individuals listed in the attached transcript as of the
dates and times referred to therein.
I further certify that said City is and throughout the period of said proceedings has
been governed under the Mayor /Council form of municipal government authorized by
Chapter 372, City Code of Iowa, under the provisions of its charter as recorded with the
Secretary of State.
I further certify that all meetings of the City Council of said City at which action
was taken in connection with said Notes were open to the public at all times in
accordance with a notice of meeting and tentative agenda, a copy of which was timely
served on each member of the Council and was duly given at least twenty -four hours
prior to the commencement of the meeting by notification of the communications media
having requested such notice and posted on a bulletin board or other prominent place
designated for the purpose and easily accessible to the public at the principal office of the
Council all pursuant to the provisions and in accordance with the conditions of the local
rules of the Council and Chapter 21, Code of Iowa.
I further certify that no City officer or employee has any interest in the contract for
the sale of the Notes or any matter incidental thereto, according to my best knowledge
and belief.
I further certify the stated officers whose signatures appear below are now the duly
qualified and acting officials of the City, possessed of the offices as designated below, to-
wit:
STATE OF IOWA
) SS
COUNTY OF DUBUQUE
Subscribed and sworn to before me by Kevin Firnstahl, on this day
of , 2014.
(Seal)
Notary Public in and for Dubuque County, Iowa
00997163 -1 \10422 -149
Masterpiece on the Mississippi
TO: Michael C. Van Milligen, City Man
FROM: Gus Psihoyos, City Engineer
SUBJECT:
Dubuque
katil
all- amenca City
'I'll.,
2007 • 2012 • 2013
Lower Bee Branch Creek Restoration Project, State Revolving
Loan Funds (SRF) Construction Supplemental Loan Application
DATE: January 17, 2014
INTRODUCTION
The purpose of this memo is to present a state revolving loan fund (SRF) application for
a supplemental loan for the Lower Bee Branch Creek Restoration Project for review and
approval.
BACKGROUND
Through the adoption of the Capital Improvement Program Budget for the Bee Branch
Creek Restoration Project, the City Council established that the Bee Branch project was
to be funded using State Revolving Loan Funds (SRF).
On September 20, 2010 the City Council passed Resolution 381 -10 authorizing the
issuance not to exceed $10,100,000 in Storm Water Utility Revenue Capital Loan Notes
of Dubuque for the Lower Bee Branch Creek Restoration Project.
As of December 5, 2013, SRF debt for the Lower Bee Branch Creek Restoration Project
has been issued in the amount of $7,845,000, which expends the maximum amount of
the loan requested from the Iowa Finance Authority in October 2010.
The City has spent $1,029,243 in legal fees and increased construction costs for the
Lower Bee Branch Creek Restoration Project. The City is therefore requesting a
supplemental SRF Loan to fund these costs. There is an estimated $740,000 in
remaining project costs that will be requested on a second SRF supplemental loan to be
requested at a later date.
DISCUSSION
Attached is a State Revolving Fund Loan Application for a supplemental loan for the
Lower Bee Branch Creek Restoration Project. The application was prepared with help
and information from the Budget Director and the Finance Department.
The application amount of $1,029,243 reflects the amount needed to fund legal fees
and change orders from the Lower Bee Branch Creek Restoration construction contract
with Tschiggfrie. This is a supplemental loan that increases the original SRF loan issued
for the Lower Bee Branch Creek Restoration project.
A second SRF supplemental loan will be required at a later date in the amount of
$740,000 to complete all elements approved by the Department of Natural Resources
for the Lower Bee Branch Creek Restoration Project. This loan will be requested when
the final elements approved by the Iowa Department of Natural Resources are
scheduled to be constructed.
The two supplemental loans will increase the original loan amount of $7,850,000
previously issued for the Lower Bee Branch Creek Restoration project to $9,619,243.
The final loan amount may be less if there is a contingency left at the end of the
construction project. Resolution 381 -10 passed by City Council in September 2010
approved $10,100,000 in Storm Water Utility Revenue Capital Loan Notes of Dubuque
for this project.
Once the attached application has been signed, it will be submitted to the Iowa Finance
Authority for processing.
ACTION TO BE TAKEN
I respectfully request that you review and sign the attached State Revolving Fund Loan
Application and return them to the Engineering Department.
Once signed, the Engineering Department will submit the application to the Iowa
Finance Authority for processing.
attach.
Prepared by Deron Muehring
cc: Jenny Larson, Budget Director
Ken TeKippe, Finance Director
Deron Muehring, Civil Engineer II
Construction Loan Application
Applicant: City of Dubuque
Tax ID Number: 42- 6004596
Contact person/Title: Kenneth J. Tekippe, Finance Director
Address: 50 West 13th Street
City Dubuque County Dubuque Zip Code: 52001
Telephone Number: 563.589.4133 Fax Number: 563.589.0890
E -mail address: ktekippe @cityofdubuque.org
® Clean Water SRF NPDES Number: NA
❑ Drinking Water SRF PWSID Number:
Please write a brief description of the project: The purpose of the Lower Bee Branch Creek Restoration
Project is to alleviate surface flooding, alleviate sanitary sewer backups that result in the flooding of
basements with wastewater, and improve the water quality of the Bee Branch, a water of the United
States. The project involves the day - lighting 2,100 feet of the buried creek (Bee Branch/Couler Creek)
that is confined to a buried rock storm sewer. The design outlines a meandering 15 to 25 -foot wide creek
through a 150 to 180 -foot corridor. During heavier rains, the stormwater will rise out of the creek and
spread into the flood channel.
STATE
REVOLVING FUND
Do you have all permits /clearances required for this project?
Yes No N/A Date Obtained Date Expected
Environmental Review (FONSI or CX)
❑
❑
.1
Residential
20,701
Operating Permit
❑
❑
.1
1,500,000
46%
Construction Permit
L
❑
❑
08/12/10
Others:
/1
❑
❑
06/23/10
Is the system under any regulatory compliance order? ❑ Yes ® No
What is the expected construction start date? 08/23/10
Have construction bids been awarded? ® Yes ❑ No
What is the expected project completion date? 04/31/15
How many people are served by the system? 58,000
System Utilization for the most
recent year:
Number of
Connections
Annual Revenue
Percentage of System
Annual Usage
Residential
20,701
1,748,008
54%
Commercial
1,687
1,500,000
46%
Industrial
Included with
Commercial
Other
Unmetered
Total
22,388
3,248,008
Iowa Finance Authority 2015 Grand Avenue Des Moines, IA 50312 800 - 432 -7230
PROFESSIONAL CONSULTANTS
Project Engineer: Strand & Associates
Name of Contact Person: Mike Bridwell, PE
Mailing Address: 910 West Wingra Drive
City, State, and Zip Code: Madison, WI 53715
Telephone Number: 608.251.4843
E -mail address: mike.bridwell @strand.com
Bond Counsel: Ahlers & Cooney, LLP
Name of Contact Person: William Noth
Mailing Address: _100 Court Ave
City, State, and Zip Code: Des Moines, IA 50309 -2256
Telephone Number: 515.246.0332
E -mail address: wnoth @ahlerslaw.com
Financial Advisor:
Name of Contact Person:
Mailing Address:
City, State, and Zip Code:
Telephone Number:
E -mail address:
SOURCE OF FUNDS /COST BREAKDOWN FOR PROJECT
Project Cost Breakdown
Administrative, Financial & Legal expenses
$ 249,769
Planning & Design expenses
$
Engineering construction fees
$
Construction
$ 774,353
Equipment
$
Other- Specify
$
Other- Specify
$
Other- Specify
$
Other- Specify
$
Contingency
$
Total Project Cost
$ 1,024,122
Minus Funds from other sources
$ 0
SRF Loan Subtotal
$ 1,024,122
0.5% loan origination fee (.005 x SRF amount)
$ 5,121
Total SRF Loan (round to nearest $1,000)
$1,029,243
Source of Funds
Total SRF Loan (from above)
$ 1,029,243
Federal grant or loan- Specify
$
Applicant's share
$
Other- Specify
$
Total Source of Funds
$ 1,029,243
2
Are you interested in an extended term loan (up to 30 years ?) ❑ Yes ® No
If yes, has the extended term worksheet been completed and submitted to DNR? ❑ Yes ❑ No
NOTE: extended terms are available for all CWSRF loans. The applicant must be considered
disadvantaged (51% of population low -to moderate - income) to get an extended term DWSRF loan.
Type of debt requested (check one): G.O. ❑ Revenue ►1 Combination f l
If GO — Has Bond Counsel or Financial Advisor calculated GO debt capacity for this project?
❑ Yes ❑ No
If Revenue: Do you have any outstanding debt payable from the system revenues? ® Yes ❑ No
If Yes, please list or attach debt schedules:
Existing System Debt:
Current Balance
Interest
Rate
Year
Issued
Maturity
Date
Annual Payment
(Principal + Interest)
Revenue Bonds
Other Debt
(Payable from System Revenues)
Has Financial Advisor reviewed parity debt provisions for outstanding debt? ❑Yes
Do you have a current bond rating? ® Yes ❑ No ❑ I don't know
If yes, what is it? Aal From which rating agency? ® Moody's ['S&P
Have ordinances related to increasing rates been adopted for financing this project?
If no — are you planning on increasing rates? ® Yes n No
If yes — when will these ordinances be adopted?
What will average monthly residential user rates be with new ordinance?
No ®NA
❑ Fitch
❑ Yes ® No
The applicant must enclose (or email) the following documentation with the completed application.
Attach Five year pro -forma showing revenue and expenses for system
Link Most recent financial statement ® Audited ❑ Unaudited
(If your financial information is available online, you may just provide a link)
The undersigned is duly authorized to request this loan on behalf of the Applicant. The Applicant
declares under penalty of law that all facts given and information attached are true and correct. The
Applicant authorizes IFA to veri all information.
Authorized Signature
J
Typed Name and Title Mike Van Milligen, City Manager
Please mail completed applications to:
Iowa Finance Authority
Attn: Tracy Scebold
2015 Grand Ave.
Des Moines, IA 50312
3
Date 01/06/14