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Taxable & General Obligation Bonds Series 2014C (Urban Renewal and Parking)_$8M/$7M Copyright 2014 City of Dubuque Public Hearings # 2. ITEM TITLE: Taxable General Obligation Bond Series 2014C (Urban Renewal and Parking) SUMMARY: Proof of publication on notice of public hearing to consider approval of the suggested proceedings for the public hearing on the issuance of $8,625,000 General Obligation Capital Loan Notes, advertisement for the sale and approval of electronic bidding procedures and the City Manager recommending approval. RESOLUTION Instituting proceedings to take additional action for the authorization of a Loan Agreement and the issuance of not to exceed $8,265,000 General Obligation Capital Loan Notes, Series 2014 RESOLUTION Directing the advertisement for sale of$7,615,000 (dollar amount subject to change) Taxable General Obligation Capital Loan Notes, Series 2014C, and approving Electronic Bidding Procedures and Official Statement SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s) ATTACHMENTS: Description Type ❑ MVM Memo City Manager Memo ❑ Staff Memo Staff Memo ❑ Resolution Instituting Proceedings to Take Additional Action Resolutions ❑ Resolution Directing Advertisement of Sale Resolutions ❑ Bond Counsel Letter-Instituting Proceedings to Take Additional Action Supporting Documentation ❑ Bond Counsel Letter-Directing Advertisement of Sale Supporting Documentation ❑ Series 2014BC Draft Preliminary Official Statement Supporting Documentation THE CITY OF Dubuque U E I erica .i Masterpiece on the Mississippi 2007-2012-2013 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Proceedings for Public Hearing and to Direct Advertisement of Sale of the Issuance of Not to Exceed $8,265,000 Taxable General Obligation Capital Loan Notes (Urban Renewal and Parking), Series 2014C and Approval of Electronic Bidding Procedures DATE: October 30, 2014 Budget Director Jennifer Larson is recommending City Council approval of the suggested proceedings for the public hearing on the issuance of General Obligation Capital Loan Notes, advertisement for the sale and approval of electronic bidding procedures. The proceeds of which will be used to pay costs of projects in the City budget previously approved by the City Council including the Intermodal Facility; Historic Millwork District Parking Improvements; Homeownership in Targeted Neighborhoods; Downtown Housing Improvements; Downtown Rehab Loan Pool; Industrial Park Land Acquisition; Major Parking Ramp Maintenance; Five Flags Re- Lighting Project; and Locust Street Ramp Repairs. Although the City is selling General Obligation Bonds to support the projects, repayments of the debt will be from tax increment revenues of the Greater Downtown Urban Renewal Area and Dubuque Industrial Center and Parking user fees. It is anticipated that a general fund transfer will be required in years Fiscal Year 2015 through Fiscal Year 2017 to accommodate funding of the Greater Downtown Tax Increment Financing projects. A significant cause of this is the impact of the State of Iowa property tax reform on TIF revenues. The highest transfer from the general fund is $214,834 in Fiscal Year 2016. It is anticipated that Greater Downtown Tax Increment Financing would begin to repay the general fund transfers in Fiscal Year 2019. In Dubuque Industrial Center West, there is capacity to fund additional projects beyond those included in the FY 2015 debt issuance. The assumptions used by the City's financial advisor assume annual valuation growth of 3.98% beginning in FY 2017 for Greater Downtown Tax Increment Financing; 1% annual growth for Dubuque Industrial Center West and continued support by the State of Iowa of the back-fill intended to offset a portion of the budgetary impact of recent property tax changes. The Greater Downtown Tax Increment Financing had been funding $471,000 in parking related debt and that will be discontinued. In Fiscal Year 2016, parking fees will need to be increased. The borrowing is subject to the 'reverse referendum" procedures, under which petitions may be filed prior to the hearing asking that the bond proposal be submitted to an election. To qualify, a petition must be signed by eligible electors equal to at least ten percent of the number who voted at the last regular municipal election (but not less than ten persons). The proceedings have been prepared on the basis that no objections or petitions calling for an election on the bond proposal will be filed with the City Clerk. If there are objections, we will need to summarize them. The Mayor will then declare the hearing on the issuance of said bonds closed. Immediately following, and assuming no petitions have been filed, a resolution is to be introduced and adopted entitled "Resolution Instituting Proceedings to Take Additional Action for the Authorization of a Loan Agreement and the Issuance Not to Exceed $8,265,000 General Obligation Capital Loan Notes, Series 2014." In the event the Council decides to abandon the proposal to issue said bonds, then the form of resolution included in said proceeding should not be adopted. In this event, a motion needs to be adopted to the effect that such bond proposal is abandoned. Section 384.25 of the Code of Iowa provides that any resident or property owner of the City may appeal the decision to take additional action to issue the bonds, to the District Court of a county in which any part of the City is located, within 15 days after such additional action is taken, but that the additional action is final and conclusive unless the court finds that the Council exceeded its authority. A draft copy of the preliminary Official Statement prepared by Independent Public Advisors and City staff is enclosed. Careful review of the draft Official Statement by appropriate City staff and members of the City Council is an important step in the offering of the Bonds for sale to the public. The U.S. Securities and Exchange Commission (the "Commission") has stated that "issuers are primarily responsible for the content of their disclosure documents and may be held liable under the federal securities laws for misleading disclosure." In several recent enforcement proceedings, the Commission has made clear that it expects public officials to generally review disclosure documents in light of their unique knowledge and perspectives on the issuer and its financial circumstances, or else to ensure that appropriate procedures are in place to provide the necessary review. Rule 15c2-12 of the Commission requires prospective purchasers of the Bonds to obtain and review an official statement that has been "deemed final' by the City prior to submitting a bid to purchase the Bonds. For this purpose, the Official Statement may omit certain information that is dependent upon the pricing of the issue (such as interest rates, bond maturities and redemption features), but should otherwise be accurate and complete. 2 I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C. Van Milligen MCVM/jml Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager Jennifer Larson, Budget Director Kenneth TeKippe, Finance Director 3 THE CITY OF Dubuque UBE I erica .i Masterpiece on the Mississippi 2007-2012-2013 TO: Michael C. Van Milligen, City Manager FROM: Jennifer Larson, Budget Director SUBJECT: Proceedings for Public Hearing and to Direct Advertisement of Sale of the Issuance of Not to Exceed $8,265,000 Taxable General Obligation Capital Loan Notes (Urban Renewal and Parking), Series 2014C and Approval of Electronic Bidding Procedures DATE: October 30, 2014 INTRODUCTION The purpose of this memorandum is to provide the suggested proceedings for the public hearing on the issuance Taxable General Obligation Capital Loan Notes prepared by Bond Counsel, to recommend the advertisement of sale, to present a resolution for City Council to adopt entitled "Resolution Instituting Proceedings to Take Additional Action for the Authorization of a Loan Agreement and the Issuance Not to Exceed $8,265,000 General Obligation Capital Loan Notes, Series 2014," and approval of electronic bidding procedures. The proceeds of which will be used for urban renewal purposes and general corporate purposes of the City for projects in the City budget previously approved by the City Council. A letter from attorney Mark Cory detailing information on the bond hearing is enclosed. DISCUSSION Of the bond amount: • $3,800,000 is intended to provide funds to pay costs of Intermodal Facility Project with repayment from the Greater Downtown TIF District. • $400,000 is intended to provide funds to pay for Historic Millwork District Parking Improvements with repayment from the Greater Downtown TIF District. • $500,000 is intended to provide funds for Homeownership in Targeted Neighborhoods with repayment from the Greater Downtown TIF District. • $25,000 is intended to provide funds to pay costs for Downtown Housing Improvements with repayment from the Greater Downtown TIF District. • $55,000 is intended to provide funds for the Downtown Rehab Loan Pool with repayment from the Greater Downtown TIF District. • $1,500,000 is intended to provide funds for industrial park land acquisition with repayment from the Dubuque Industrial Center TIF. • $100,000 is intended to provide funds for Major Parking Ramp Maintenance with repayment from the Parking Fund. • $90,000 is intended to provide funds for Five Flags Ramp Re-Lighting with repayment from the Parking Fund. • $76,000 is intended to provide funds for Locust Street Ramp Repairs with repayment from the Parking Fund. • $119,000 is intended to provide funds for bond issuance costs and • $1 ,600,000 to be a contingency for fluctuations in the bond market for interest rates, bond issuance costs and change in project costs. Although the City is selling General Obligation Bonds to support the projects, repayments of the debt will be from tax increment revenues of the Greater Downtown Urban Renewal Area and Dubuque Industrial Center and Parking user fees. The City's new financial advisor, Independent Public Advisors, LLC, reviewed the work of the former bond advisor, Piper Jaffrey, and determined that the borrowing capacity Piper Jaffray identified for the Greater Downtown Urban Renewal District (GDTIF) was greater than what is actually available. The impact of the State of Iowa property tax reform is significant. It is anticipated that a general fund transfer will be required in years Fiscal Year 2015 through Fiscal Year 2017 to accommodate funding of the GDTIF projects (attachment I). The highest transfer from the general fund is $214,834 in Fiscal Year 2016. In Dubuque Industrial Center West (DICW), there is capacity to fund additional projects beyond those included in the FY 2015 debt issuance (attachment II). The assumptions used by the City's financial advisor assume annual valuation growth of 3.98% beginning in FY 2017 for GDTIF and 1% annual growth for DICW and continued support by the State of Iowa of the back-fill intended to offset a portion of the budgetary impact of recent property tax changes. The borrowing is subject to the "reverse referendum" procedures, under which petitions may be filed prior to the hearing asking that the bond proposal be submitted to an election. To qualify, a petition must be signed by eligible electors equal to at least ten percent of the number who voted at the last regular municipal election (but not less than ten persons). The proceedings have been prepared on the basis that no objections or petitions calling for an election on the bond proposal will be filed with the City Clerk. If there are objections, we will need to summarize them. The Mayor will then declare the hearing on the issuance of said bonds closed. Immediately following, and assuming no petitions have been filed, a resolution is to be introduced and adopted entitled "Resolution Instituting Proceedings to Take Additional Action for the Authorization of a Loan Agreement and the Issuance Not to Exceed $8,265,000 General Obligation Capital Loan Notes, Series 2014." In the event the Council decides to abandon the proposal to issue said bonds, then the form of resolution included in said proceeding should not be adopted. In this event, a motion needs to be adopted to the effect that such bond proposal is abandoned. Section 384.25 of the Code of Iowa provides that any resident or property owner of the City may appeal the decision to take additional action to issue the bonds, to the District Court of a county in which any part of the City is located, within 15 days after such 2 additional action is taken, but that the additional action is final and conclusive unless the court finds that the Council exceeded its authority. A draft copy of the preliminary Official Statement prepared by Independent Public Advisors and City staff is enclosed. Careful review of the draft Official Statement by appropriate City staff and members of the City Council is an important step in the offering of the Bonds for sale to the public. The U.S. Securities and Exchange Commission (the "Commission") has stated that "issuers are primarily responsible for the content of their disclosure documents and may be held liable under the federal securities laws for misleading disclosure." In several recent enforcement proceedings, the Commission has made clear that it expects public officials to generally review disclosure documents in light of their unique knowledge and perspectives on the issuer and its financial circumstances, or else to ensure that appropriate procedures are in place to provide the necessary review. Rule 15c2-12 of the Commission requires prospective purchasers of the Bonds to obtain and review an official statement that has been "deemed final' by the City prior to submitting a bid to purchase the Bonds. For this purpose, the Official Statement may omit certain information that is dependent upon the pricing of the issue (such as interest rates, bond maturities and redemption features), but should otherwise be accurate and complete. RECOMMENDATION I respectfully recommend the adoption of the enclosed resolutions instituting the proceedings to take additional action and the advertisement for sale of the above bonds and approve electronic bidding procedures. JML Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager Kenneth TeKippe, Finance Director 3 (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of the City of Dubuque, State of Iowa. Date of Meeting: November 3, 2014. Time of Meeting: 63O o'clock P .M. Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for the meeting is as follows: Not To Exceed $8,265,000 General Obligation Capital Loan Notes, Series 2014. • Public hearing on the authorization of a Loan Agreement and the issuance of Notes to evidence the obligation of the City thereunder. • Resolution instituting proceedings to take additional action. Such additional matters as are set forth on the additional 4 page(s) attached hereto. (number) This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of the governmental body. City C rk, City of Dub State of Iowa November 3, 2014 The City Council of the City of Dubuque, State of Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the above date. There were present Mayor Roy D. Buol in the chair, and the following named Council Members: Braig, Connors, Jones, Lynch, Resnick, Sutton Absent: -1- The Mayor announced that this was the time and place for the public hearing and meeting on the matter of the authorization of a Loan Agreement and the issuance of not to exceed $8,265,000 General Obligation Capital Loan Notes, Series 2014, in order to provide funds to pay costs of aiding in the planning, undertaking and carrying out of urban renewal projects, including, intermodal facility improvements, Millwork District parking improvements, homeownership purchase, rehabilitation and resale program costs, riverfront leasehold improvements, land acquisition and rehab in the Dubuque Industrial Center West Urban Renewal Project, Transit Building roof repairs, Central Avenue Master Plan and bus storage and maintenance facility improvements, essential corporate purposes, and that notice of the proposed action by the Council to institute proceedings for the authorization of the Loan Agreement and the issuance of the Notes, had been published pursuant to the provisions of Sections 384.24, 384.24A and 384.25 of the City Code of Iowa, as amended. The Mayor then asked the City Clerk whether any petition had been filed in the Clerk's Office, in the manner provided by Section 362.4 of the City Code of Iowa, and the Clerk reported that no such petition had been filed, requesting that the question of issuing the notes be submitted to the qualified electors of the City. The Mayor then asked the Clerk whether any written objections had been filed by any city resident or property owner to the proposal. The Clerk advised the Mayor and the Council that -0- written objections had been filed. The Mayor then called for oral objections to the proposal and -0- were made. Whereupon, the Mayor declared the time for receiving oral and written objections to be closed. (Attach here a summary of objections received or made, if any) -2- The Council then considered the proposed action and the extent of objections thereto. Whereupon, Council Member Connors introduced and delivered to the Clerk the Resolution hereinafter set out entitled "RESOLUTION INSTITUTING PROCEEDINGS TO TAKE ADDITIONAL ACTION FOR THE AUTHORIZATION OF A LOAN AGREEMENT AND THE ISSUANCE OF NOT TO EXCEED $8,265,000 GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 2014", and moved: X that the Resolution be adopted. ❑ to ADJOURN and defer action on the Resolution and the proposal to institute proceedings for the issuance of notes to the meeting to be held at o'clock .M. on the day of , 2014, at this place. Council Member Jones seconded the motion. The roll was called and the vote was, AYES: Sutton, Braig, Buol, Connors, Jones, Lynch NAYS: Resnick Whereupon, the Mayor declared the measure duly adopted. RESOLUTION NO. 344-14 RESOLUTION INSTITUTING PROCEEDINGS TO TAKE ADDITIONAL ACTION FOR THE AUTHORIZATION OF A LOAN AGREEMENT AND THE ISSUANCE OF NOT TO EXCEED $8,265,000 GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 2014 WHEREAS, pursuant to notice published as required by law, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the authorization of a Loan Agreement and the issuance of not to exceed $8,265,000 General Obligation Capital Loan Notes, Series 2014, for the purpose of paying costs of aiding in the planning, undertaking and carrying out of urban renewal projects, including, intermodal facility improvements, Millwork District parking improvements, homeownership purchase, rehabilitation and resale program costs, riverfront leasehold improvements, land acquisition and rehab in the Dubuque Industrial Center West Urban Renewal Project, Transit Building roof repairs, Central Avenue Master Plan and bus storage and maintenance facility improvements, and has considered the extent of objections received from residents or property owners as to the proposal, and no petition was -3- filed calling for a referendum thereon. The following action is now considered to be in the best interests of the City and residents thereof: NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: Section 1. That this Council does hereby institute proceedings and take additional action for the authorization of a Loan Agreement and issuance in the manner required by law of not to exceed $8,265,000 General Obligation Capital Loan Notes, Series 2014, to evidence the obligation thereof for the foregoing purpose. Section 2. This Resolution shall serve as a declaration of official intent under Treasury Regulation 1.150-2 and shall be maintained on file as a public record of such intent. It is reasonably expected that moneys may be advanced from time to time for capital expenditures which are to be paid from the proceeds of the above loan agreement. The amounts so advanced shall be reimbursed from the proceeds of the Loan Agreement not later than eighteen months after the initial payment of the capital expenditures or eighteen months after the property is placed in service. Such advancements shall not exceed the loan amount authorized in this Resolution unless the same are for preliminary expenditures or unless another declaration of intention is adopted. PASSED AND APPROVED this 3rd day of November, 2014. 0 r ATTEST: Mayor -4- CERTIFICATE STATE OF IOWA ) SS COUNTY OF DUBUQUE I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of public hearing and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the City hereto affixed this 4th day of November , 2014. City Cl<rk, City of Du •'• •. -. tate of Iowa (SEAL) 01062025-1\10422-159 ROLL CALL ORDER FOR MEETING OF November 3, 2014 Sutton, Braig, Buol, Connors, Jones, Lynch, Resnick CITY OF DUBUQUE, IOWA CITY COUNCIL MEETING Historic Federal Building 350 W. 6th Street November 3, 2014 Council meetings are video streamed live and archived at www.cityofdubuque.org/media and on Dubuque's CityChannel on the Mediacom cable system at Channel 8 (analog) and 85.2 (digital). SPECIAL SESSION 1. 5:30 PM - Work Session: Dubuque Metropolitan Area Solid Waste Agency REGULAR SESSION 6:30 PM PLEDGE OF ALLEGIANCE PROCLAMATION(S) 1. Veterans' Day (November 11, 2014) 2. Philanthropy Day (November 15, 2014) 3. Adoption Month (November 2014) 4. Hospice Month (November 2014) 5. Hunger and Homelessness Awareness Month (November 2014) 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 8/26; City Council proceedings of 10/20; Civil Service Commission of 10/23; Housing Commission of 10/28; Investment Oversight Advisory Commission of 10/22; Library Board of Trustees of 9/25; Proof of Publication for City Council proceedings of 10/2, 10/6; Proof of Publication for List of Claims and Summary of Revenues for Month Ended 9/30 Suggested Disposition: Receive and File 2. Notice of Claims and Suits Area Residential Care for property damage; Michelle Green for vehicle damage; Megan Herber for vehicle damage; Kortni Oliver for vehicle damage; Progressive Northern Insurance/Chad Parker for personal injury/vehicle damage; City of Dubuque vs. Robert Meier, et al. Suggested Disposition: Receive and File; Refer to City Attorney 3. Disposition of Claims City Attorney advising that the following claims have been referred to Public Entity Risk Services of Iowa, the agent for the Iowa Communities Assurance Pool: Area Residential Care for Property Damage, Megan Herber for vehicle damage, Chad Parker/ Progressive Northern Insurance Co. for personal injury/vehicle damage Suggested Disposition: Receive and File; Concur 4. Intelligent Communities Recognition Pg. 1 Suggested Disposition: Receive and File; Approve 16. Alcohol Compliance Civil Penalty for Alcohol License Holders — Copper Kettle City Manager recommending approval of the Acknowledgment/Settlement Agreement for an alcohol compliance violation for the Copper Kettle, 2987 Jackson Street. Suggested Disposition: Receive and File; Approve 17. Alcohol Compliance Civil Penalty for Alcohol License Holders — Crust Italian Kitchen and Bar City Manager recommending approval of the Acknowledgment/Settlement Agreement for an alcohol compliance violation for Crust Italian Kitchen and Bar, 299 Main Street. Suggested Disposition: Receive and File; Approve 18. Alcohol Compliance Civil Penalty for Alcohol License Holders - Dubuque Quick Stop Mart City Manager recommending approval of the Acknowledgment/Settlement Agreement for an alcohol compliance violation for Dubuque Quick Stop Mart, 1401 Central Avenue. Suggested Disposition: Receive and File; Approve 19. Tobacco Compliance — Civil Penalty for Tobacco License Holders - Dubuque Quick Stop Mart City Manager recommending approval of the Acknowledgement/Settlement Agreement for a tobacco compliance violation for Dubuque Quick Stop Mart, 1401 Central Avenue. Suggested Disposition: Receive and File; Approve 20. Alcohol License Applications City Manager recommending approval of annual liquor, beer, and wine licenses as submitted. RESOLUTION Approving applications for beer, liquor, and/or wine permits, as required by City of Dubuque Code of Ordinances Title 4 Business and License Regulations, Chapter 2 Liquor Control, Article B Liquor, Beer and Wine Licenses and Permits Suggested Disposition: Receive and File; Adopt Resolution(s) ITEMS SET FOR PUBLIC HEARING These agenda items are being scheduled for a future public hearing on the date indicated. 1. Kunkel & Associates, Inc. - Urban Revitalization Area Plan City Manager recommending that a public hearing be set for December 15, 2014, regarding the proposed Urban Revitalization Plan for the Kunkel & Associates, Inc. Urban Revitalization Area. RESOLUTION Fixing the date for a public hearing on the matter of the adoption of a proposed Urban Revitalization Plan for the Kunkel & Associates Urban Revitalization Area Suggested Disposition Receive and File; Adopt Resolution(s), Set Public Hearing for 12/15/14 PUBLIC HEARINGS Citizens are invited to address the City Council regarding the following agenda items. Please come to the podium and state your name and address when the item you wish to speak to is being considered. SUSPEND THE RULES 1. 911 High Bluff Retaining Wall Project Proof of publication on notice of public hearing to consider approval of the Final Schedule of Assessments for the 911 High Bluff Retaining Wall Repair Project and the City Manager recommending approval. RESOLUTION Adopting the Final Assessment Schedule for the 911 High Bluff Retaining Wall Repair Project Suggested Disposition: Receive and File; Adopt Resolution(s) 2. Taxable General Obligation Bond Series 2014C (Urban Renewal and Parking) Proof of publication on notice of public hearing to consider approval of the suggested proceedings for the public hearing on the issuance of $8,625,000 General Obligation Capital Loan Notes, advertisement for the sale and approval of electronic bidding procedures and the City Manager recommending approval. RESOLUTION Instituting proceedings to take additional action for the authorization of a Loan Agreement and the issuance of not to exceed $8,265,000 General Obligation Capital Loan Notes, Series 2014 Pg. 3 RESOLUTION Directing the advertisement for sale of $7,615,000 (dollar amount subject to change) Taxable General Obligation Capital Loan Notes, Series 2014C, and approving Electronic Bidding Procedures and Official Statement Suggested Disposition: Receive and File; Adopt Resolution(s) 3. Tax -Exempt General Obligation Bond Series 2014B Proof of publication on notice of public hearing to consider approval of the suggested proceedings for the public hearing on the issuance of $18,335,000 General Obligation Capital Loan Notes, advertisement for the sale and approval of electronic bidding procedures and the City Manager recommending approval. RESOLUTION Instituting proceedings to take additional action for the authorization of a Loan Agreement and the issuance of not to exceed $18,335,000 General Obligation Capital Loan Notes, Series 2014 RESOLUTION Directing the advertisement for sale of $18,815,000 (dollar amount subject to change) General Obligation Capital Loan Notes, Series 2014B, and approving electronic bidding procedures and Official Statement Suggested Disposition: Receive and File; Adopt Resolution(s) 4. Taxable General Obligation Bond Series 2014C Proof of publication on notice of public hearing to consider approval of the suggested proceedings for the public hearing on the issuance of $500,000 General Obligation Capital Loan Notes and the City Manager recommending approval. RESOLUTION Instituting proceedings to take additional action for the authorization of a Loan Agreement and the issuance of not to exceed $500,000 General Obligation Capital Loan Notes, Series 2014 Suggested Disposition: Receive and File; Adopt Resolution(s) 5. Tax -Exempt General Obligation Bond Series 2014B Proof of publication on notice of public hearing to consider approval of the suggested proceedings for the public hearing on the issuance of $575,000 General Obligation Capital Loan Notes and the City Manager recommending approval. RESOLUTION Instituting proceedings to take additional action for the authorization of a Loan Agreement and the issuance of not to exceed $575,000 General Obligation Capital Loan Notes, Series 2014 Suggested Disposition: Receive and File; Adopt Resolution(s) REINSTATE THE RULES This action Limits discussion to the City Council ACTION ITEMS These are items where discussion is held by the City Council - public comments are not allowed except as authorized by the Mayor. 1. Dubuque Metropolitan Solid Waste Agency (DMASWA) Financing Plan City Manager recommending authorization for the Dubuque Metropolitan Area Solid Waste Agency (DMASWA) to borrow money and endorse the financing plan for its Cells #4-#8 closure and Cell #9 Phase II construction projects. RESOLUTION Consenting to Financing Plan for Dubuque Metropolitan Area Solid Waste Agency Suggested Disposition: Receive and File; Adopt Resolution(s) 2. Dubuque Racing Association and Iowa Greyhound Association Lease Agreement and Public Hearing City Attorney recommending adoption of the resolution approving the Fifth Amendment to the Amended and Restated Lease Agreement between Dubuque Racing Association and the City and approving the Consent to the Sublease between the Dubuque Racing Association and Iowa Greyhound Association; and further recommending that the City Council adopt the Resolution of Intent to Dispose of a portion of the greyhound racing facility by lease with Iowa Greyhound Association, setting a public hearing on the lease for November 17, 2014. The DRA-IGA Sublease document will be distributed at the meeting. RESOLUTION Approving the Fifth Amendment to Amended and Restated Lease Agreement between the Dubuque Racing Association and the City of Dubuque and approving the Consent to the Sublease between the Dubuque Racing Association and Iowa Greyhound Association RESOLUTION Intent to dispose of an interest in real property by Lease with Iowa Greyhound Association Suggested Disposition: Receive and File; Adopt Resolution(s) 3. Code of Ordinances Amendment - Title 9 Alternate Side Street Parking Pg. 4 (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of the City of Dubuque, State of Iowa. Date of Meeting: November 3, 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 the meeting is as follows: $7,615,000 (Dollar Amount Subject To Change) Taxable General Obligation Capital Loan Notes, Series 2014C. • Resolution directing the advertisement for sale and approving electronic bidding procedures and Official Statement. Such additional matters as are set forth on the additional 5 page(s) attached hereto. (number) This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of the governmental body. City Cler , City of Dubuq - to of Iowa November 3, 2014 The City Council of the City of Dubuque, State of Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the above date. There were present Mayor Roy D. Buol in the chair, and the following named Council Members: Braig, Connors, Jones, Lynch, Resnick, Sutton Absent: -1- Council Member Connors introduced the following Resolution entitled "RESOLUTION DIRECTING THE ADVERTISEMENT FOR SALE OF $7,615,000 (DOLLAR AMOUNT SUBJECT TO CHANGE) TAXABLE GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 2014C, AND APPROVING ELECTRONIC BIDDING PROCEDURES AND OFFICIAL STATEMENT" and moved its adoption. Council Member Jones seconded the Resolution to adopt. The roll was called and the vote was, AYES: Sutton, Braig, Buol, Connors Jones, Lynch NAYS: Resnick Whereupon, the Mayor declared the resolution duly adopted as follows: RESOLUTION NO. 345-14 RESOLUTION DIRECTING THE ADVERTISEMENT FOR SALE OF $7,615,000 (DOLLAR AMOUNT SUBJECT TO CHANGE) TAXABLE GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 2014C, AND APPROVING ELECTRONIC BIDDING PROCEDURES AND OFFICIAL STATEMENT WHEREAS, the City of Dubuque, State of Iowa, is in need of funds to pay costs of aiding in the planning, undertaking and carrying out of urban renewal projects, including, intermodal facility improvements, Millwork District parking improvements, homeownership purchase, rehabilitation and resale program costs, riverfront leasehold improvements, land acquisition and improvements in the Dubuque Industrial Center West Urban Renewal Project, and acquisition, construction, maintenance, improvement and equipping of parking ramps, parking lots, and street parking, and it is deemed necessary and advisable that a form of Loan Agreement be approved and authorized and that the City issue Taxable General Obligation Capital Loan Notes for such purposes to the amount of not to exceed $7,615,000 as authorized by Sections 384.24, 384.24A, 384.25 and 384.26 of the City Code of Iowa. WHEREAS, pursuant to notice published as required by the City Code of Iowa, this Council has held appropriate public meetings and hearings today, November 3, 2014, upon the proposal to institute proceedings for the issuance of General Obligation Capital Loan Notes, no petition was filed in the manner provided by Section 362.4 of the City Code of Iowa, and all objections, if any, to such Council action made by any resident or property owner of the City were received and considered by the Council; and it is the decision of the Council that additional action be taken for the issuance of said Notes, and that such action is considered to be in the best interests of the City and the residents thereof; and WHEREAS, pursuant to Sections 384.24, 384.24A, and 384.28 of the City Code of Iowa, it is deemed appropriate that the various General Obligation Capital Loan Notes hereinabove described be combined for purposes of issuance and sale in a single issue of taxable corporate purpose notes as hereinafter set forth; and WHEREAS, in conjunction with its financial advisor, Independent Public Advisors, LLC, the City has caused a Preliminary Official Statement to be prepared outlining the details of the proposed sale of the Note; and WHEREAS, the Council has received information from its Financial Consultant evaluating and recommending the procedure hereinafter described for electronic, facsimile and internet bidding to maintain the integrity and security of the competitive bidding process and to facilitate the delivery of bids by interested parties; and WHEREAS, the Council deems it in the best interests of the City and the residents thereof to receive bids to purchase such Notes by means of both sealed and electronic internet communication. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA: Section 1. That the receipt of electronic bids by facsimile machine and through the Parity Competitive Bidding System described in the Terms of Offering are hereby found and determined to provide reasonable security and to maintain the integrity of the competitive bidding process, and to facilitate the delivery of bids by interested parties in connection with the offering at public sale. Section 2. That the preliminary Official Statement in the form presented to this meeting be and the same hereby is approved as to form and deemed final for purposes of Rule 15c2-12 of the Securities and Exchange Commission, subject to such revisions, corrections or modifications as the Mayor and City Clerk, upon the advice of bond counsel and the City's Financial Advisor, shall determine to be appropriate, and is authorized to be distributed in connection with the offering of the Notes for sale. Section 3. Bids for the sale of Taxable General Obligation Capital Loan Notes, Series 2014C, of the City of Dubuque, State of Iowa, will be received at the office of the Finance Director, City Hall, 50 W. 13th Street, Dubuque, Iowa; Telephone: 563-589-4100 (the "Issuer") before 11:00 o'clock A.M., on the 17th day of November, 2014. The bids will then be publicly opened and referred for action to the meeting of the City Council in conformity with the TERMS OF OFFERING. 3 The Notes: The notes to be offered are the following: TAXABLE GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 2014C, in the amount of $7,615,000*, to be dated December 8, 2014 (the "Notes") *Subject to principal adjustment pursuant to official terms of offering. Section 4. Open bids will not be received. Bids will be received in any of the following methods: • Sealed Bidding: Sealed bids may be submitted and will be received at the office of the Finance Director at City Hall, 50 W. 13th Street, Dubuque, Iowa 52001. Electronic Internet Bidding: Electronic internet bids will be received at the office of the Finance Director at City Hall, 50 W. 13th Street, Dubuque, Iowa 52001. The bids must be submitted through the PARITY® competitive bidding system. Electronic Facsimile Bidding: Electronic facsimile bids will be received at the office of the Finance Director at City Hall, 50 W. 13th Street, Dubuque, Iowa 52001 (facsimile number: 563-589-0890) or Issuer's Financial Advisor, Independent Public Advisors, LLC, 8805 Chamberry Blvd., Suite 300 #114, Johnston, Iowa, 50131, (facsimile number: 515-259-8193). Electronic facsimile bids will be sealed and treated as sealed bids. Section 5. After the time for receipt of bids has passed, the close of sealed bids will be announced. Sealed bids will then be publicly opened and announced. Finally, electronic internet bids will be accessed and announced. Section 6. The sale and award of the Notes will be held at the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa at a meeting of the City Council on the above date at 6:30 o'clock P.M. Section 7. The Issuer has issued an Official Statement of information pertaining to the Notes to be offered, including a statement of the Terms of Offering and an Official Bid Form, which is incorporated by reference as a part of this notice. The Official Statement may be obtained by request addressed to the City Clerk, City Hall, 50 W. 13th Street, Dubuque, Iowa 52001; Telephone: 563-589-4100 or the Issuer's Financial Consultant, Independent Public Advisors, LLC, 8805 Chamberry Blvd., Suite 300 #114, Johnston, Iowa, 50131, Telephone: 515- 259-8193. Section 8. All bids shall be in conformity with and the sale shall be in accord with the Terms of Offering as set forth in the Official Statement. 4 Section 9. The notes will be sold subject to the opinion of Ahlers & Cooney, P.C., Attorneys of Des Moines, Iowa, as to the legality and their opinion will be furnished together with the printed notes without cost to the purchaser and all bids will be so conditioned. Except to the extent necessary to issue their opinion as to the legality of the notes, the attorneys will not examine or review or express any opinion with respect to the accuracy or completeness of documents, materials or statements made or furnished in connection with the sale, issuance or marketing of the bonds. Section 10. The right is reserved to reject any or all bids, and to waive any irregularities as deemed to be in the best interests of the public. PASSED AND APPROVED this 3rd day of November, 2014. ATTEST: 5 Mayor STATE OF IOWA COUNTY OF DUBUQUE CERTIFICATE ) SS I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of public hearing and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the City hereto affixed this 4th day of November, 2014. (SEAL) 01062025-1\10422-159 City - lerk, City of D s qui; State of Iowa ROLL CALL ORDER FOR MEETING OF November 3, 2014 Sutton, Braig, Buol, Connors, Jones, Lynch, Resnick CITY OF DUBUQUE, IOWA CITY COUNCIL MEETING Historic Federal Building 350 W. 6th Street November 3, 2014 Council meetings are video streamed live and archived at www.cityofdubuque.org/media and on Dubuque's CityChannel on the Mediacom cable system at Channel 8 (analog) and 85.2 (digital). SPECIAL SESSION 1. 5:30 PM - Work Session: Dubuque Metropolitan Area Solid Waste Agency REGULAR SESSION 6:30 PM PLEDGE OF ALLEGIANCE PROCLAMATION(S) 1. Veterans' Day (November 11, 2014) 2. Philanthropy Day (November 15, 2014) 3. Adoption Month (November 2014) 4. Hospice Month (November 2014) 5. Hunger and Homelessness Awareness Month (November 2014) 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 8/26; City Council proceedings of 10/20; Civil Service Commission of 10/23; Housing Commission of 10/28; Investment Oversight Advisory Commission of 10/22; Library Board of Trustees of 9/25; Proof of Publication for City Council proceedings of 10/2, 10/6; Proof of Publication for List of Claims and Summary of Revenues for Month Ended 9/30 Suggested Disposition: Receive and File 2. Notice of Claims and Suits Area Residential Care for property damage; Michelle Green for vehicle damage; Megan Herber for vehicle damage; Kortni Oliver for vehicle damage; Progressive Northern Insurance/Chad Parker for personal injury/vehicle damage; City of Dubuque vs. Robert Meier, et al. Suggested Disposition: Receive and File; Refer to City Attorney 3. Disposition of Claims City Attorney advising that the following claims have been referred to Public Entity Risk Services of Iowa, the agent for the Iowa Communities Assurance Pool: Area Residential Care for Property Damage, Megan Herber for vehicle damage, Chad Parker/ Progressive Northern Insurance Co. for personal injury/vehicle damage Suggested Disposition: Receive and File; Concur 4. Intelligent Communities Recognition Pg. 1 Suggested Disposition: Receive and File; Approve 16. Alcohol Compliance Civil Penalty for Alcohol License Holders — Copper Kettle City Manager recommending approval of the Acknowledgment/Settlement Agreement for an alcohol compliance violation for the Copper Kettle, 2987 Jackson Street. Suggested Disposition: Receive and File; Approve 17. Alcohol Compliance Civil Penalty for Alcohol License Holders — Crust Italian Kitchen and Bar City Manager recommending approval of the Acknowledgment/Settlement Agreement for an alcohol compliance violation for Crust Italian Kitchen and Bar, 299 Main Street. Suggested Disposition: Receive and File; Approve 18. Alcohol Compliance Civil Penalty for Alcohol License Holders - Dubuque Quick Stop Mart City Manager recommending approval of the Acknowledgment/Settlement Agreement for an alcohol compliance violation for Dubuque Quick Stop Mart, 1401 Central Avenue. Suggested Disposition: Receive and File; Approve 19. Tobacco Compliance — Civil Penalty for Tobacco License Holders - Dubuque Quick Stop Mart City Manager recommending approval of the Acknowledgement/Settlement Agreement for a tobacco compliance violation for Dubuque Quick Stop Mart, 1401 Central Avenue. Suggested Disposition: Receive and File; Approve 20. Alcohol License Applications City Manager recommending approval of annual liquor, beer, and wine licenses as submitted. RESOLUTION Approving applications for beer, liquor, and/or wine permits, as required by City of Dubuque Code of Ordinances Title 4 Business and License Regulations, Chapter 2 Liquor Control, Article B Liquor, Beer and Wine Licenses and Permits Suggested Disposition: Receive and File; Adopt Resolution(s) ITEMS SET FOR PUBLIC HEARING These agenda items are being scheduled for a future public hearing on the date indicated. 1. Kunkel & Associates, Inc. - Urban Revitalization Area Plan City Manager recommending that a public hearing be set for December 15, 2014, regarding the proposed Urban Revitalization Plan for the Kunkel & Associates, Inc. Urban Revitalization Area. RESOLUTION Fixing the date for a public hearing on the matter of the adoption of a proposed Urban Revitalization Plan for the Kunkel & Associates Urban Revitalization Area Suggested Disposition Receive and File; Adopt Resolution(s), Set Public Hearing for 12/15/14 PUBLIC HEARINGS Citizens are invited to address the City Council regarding the following agenda items. Please come to the podium and state your name and address when the item you wish to speak to is being considered. SUSPEND THE RULES 1. 911 High Bluff Retaining Wall Project Proof of publication on notice of public hearing to consider approval of the Final Schedule of Assessments for the 911 High Bluff Retaining Wall Repair Project and the City Manager recommending approval. RESOLUTION Adopting the Final Assessment Schedule for the 911 High Bluff Retaining Wall Repair Project Suggested Disposition: Receive and File; Adopt Resolution(s) 2. Taxable General Obligation Bond Series 2014C (Urban Renewal and Parking) Proof of publication on notice of public hearing to consider approval of the suggested proceedings for the public hearing on the issuance of $8,625,000 General Obligation Capital Loan Notes, advertisement for the sale and approval of electronic bidding procedures and the City Manager recommending approval. RESOLUTION Instituting proceedings to take additional action for the authorization of a Loan Agreement and the issuance of not to exceed $8,265,000 General Obligation Capital Loan Notes, Series 2014 Pg. 3 RESOLUTION Directing the advertisement for sale of $7,615,000 (dollar amount subject to change) Taxable General Obligation Capital Loan Notes, Series 2014C, and approving Electronic Bidding Procedures and Official Statement Suggested Disposition: Receive and File; Adopt Resolution(s) 3. Tax -Exempt General Obligation Bond Series 2014B Proof of publication on notice of public hearing to consider approval of the suggested proceedings for the public hearing on the issuance of $18,335,000 General Obligation Capital Loan Notes, advertisement for the sale and approval of electronic bidding procedures and the City Manager recommending approval. RESOLUTION Instituting proceedings to take additional action for the authorization of a Loan Agreement and the issuance of not to exceed $18,335,000 General Obligation Capital Loan Notes, Series 2014 RESOLUTION Directing the advertisement for sale of $18,815,000 (dollar amount subject to change) General Obligation Capital Loan Notes, Series 2014B, and approving electronic bidding procedures and Official Statement Suggested Disposition: Receive and File; Adopt Resolution(s) 4. Taxable General Obligation Bond Series 2014C Proof of publication on notice of public hearing to consider approval of the suggested proceedings for the public hearing on the issuance of $500,000 General Obligation Capital Loan Notes and the City Manager recommending approval. RESOLUTION Instituting proceedings to take additional action for the authorization of a Loan Agreement and the issuance of not to exceed $500,000 General Obligation Capital Loan Notes, Series 2014 Suggested Disposition: Receive and File; Adopt Resolution(s) 5. Tax -Exempt General Obligation Bond Series 2014B Proof of publication on notice of public hearing to consider approval of the suggested proceedings for the public hearing on the issuance of $575,000 General Obligation Capital Loan Notes and the City Manager recommending approval. RESOLUTION Instituting proceedings to take additional action for the authorization of a Loan Agreement and the issuance of not to exceed $575,000 General Obligation Capital Loan Notes, Series 2014 Suggested Disposition: Receive and File; Adopt Resolution(s) REINSTATE THE RULES This action limits discussion to the City Council ACTION ITEMS These are items where discussion is held by the City Council - public comments are not allowed except as authorized by the Mayor. 1. Dubuque Metropolitan Solid Waste Agency (DMASWA) Financing Plan City Manager recommending authorization for the Dubuque Metropolitan Area Solid Waste Agency (DMASWA) to borrow money and endorse the financing plan for its Cells #4-#8 closure and Cell #9 Phase II construction projects. RESOLUTION Consenting to Financing Plan for Dubuque Metropolitan Area Solid Waste Agency Suggested Disposition: Receive and File; Adopt Resolution(s) 2. Dubuque Racing Association and Iowa Greyhound Association Lease Agreement and Public Hearing City Attorney recommending adoption of the resolution approving the Fifth Amendment to the Amended and Restated Lease Agreement between Dubuque Racing Association and the City and approving the Consent to the Sublease between the Dubuque Racing Association and Iowa Greyhound Association; and further recommending that the City Council adopt the Resolution of Intent to Dispose of a portion of the greyhound racing facility by lease with Iowa Greyhound Association, setting a public hearing on the lease for November 17, 2014. The DRA-IGA Sublease document will be distributed at the meeting. RESOLUTION Approving the Fifth Amendment to Amended and Restated Lease Agreement between the Dubuque Racing Association and the City of Dubuque and approving the Consent to the Sublease between the Dubuque Racing Association and Iowa Greyhound Association RESOLUTION Intent to dispose of an interest in real property by Lease with Iowa Greyhound Association Suggested Disposition: Receive and File; Adopt Resolution(s) 3. Code of Ordinances Amendment - Title 9 Alternate Side Street Parking Pg. 4 AHLERS COONEY, P.C. 100 COURT AVENUE, SUITE 600 DES MOINES, IOWA 50309-2231 FAx: 515-243-2149 WWW.AHLERSLAW.COM R.Mark Cory Direct Dial; RCory@ahlerslaw.com 515.246.0378 October 29, 2014 Sent Via E-mail & UPS Next Day Delivery Jenny Larson Budget Director City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 RE: City of Dubuque, State of Iowa- General Obligation Capital Loan Notes, Series 2014 (ECP/GCP/UR) Dear Jenny: We have now prepared and are enclosing herewith procedure to cover action taken by the City Officials relating to the above issue. A separate set is enclosed for each type of financing. As to the non-urban renewal essential corporate purpose portion of the issue, we have now prepared, and are enclosing herewith, suggested proceedings to be acted upon by the Council on the date previously fixed for the meeting covering the hearing on the issuance, pursuant to the provisions of Section 384.25 of the City Code of Iowa. A certificate by you to attest the proceedings and compliance by the City with the requirements of Code Chapter 21 is also enclosed. The proceedings are prepared to show first receipt of any oral or written objections from any resident or property owner of the City to the proposed action of the Council to issue. A summary of objections received or made, if any, should be attached to the proceedings. After all objections have been received and considered by the Council, if the Council decides not to abandon the proposal to issue, a form of resolution follows, that should be introduced and adopted. As to the general corporate purpose portions of the issue, we have now prepared and are enclosing herewith suggested procedure to be acted upon by the Council on the date fixed for a meeting on the proposition to issue. These proceedings have been prepared pursuant to the provisions of Section 384.26 of the City Code of Iowa. The proceedings have been prepared on the basis that no petition will be filed with you, asking that the question of issuing be submitted to the qualified electors of the City. You will note that these proceedings refer to the fact that the hearing was held and that no petition had been filed. The Mayor will then declare the hearing on the issuance of said notes to be closed. Immediately following, a resolution is to be introduced and adopted. WISHARD&BAILY-1888;GUERNSEY&BAILY-1893;GAILY&STIPP-1901;STIPP,PERRY,BANNISTER&STARZINGER-1914;BANNISTER,CARPENTER, AHLERS&COONEY-1950;AHLERS,COONEY,DORWEILER,ALLBEE,HAYNIE&SMITH-1974;AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE,P.C.-1990 October 29, 2014 Page 2 If a valid petition is filed,however, we should be notified immediately since the enclosed proceedings will have to be revised to cover the action taken by the Council in either declaring the proposal to issue to have been abandoned or the directions of the Council to the County Commissioner to call a special election upon the question of issuing the obligation. As to the urban renewal purpose portion of the issue, these proceedings are prepared to show, as a first step, the advice by the City Clerk to the Mayor that no petitions have been filed pursuant to Section 362.4 relating thereto. The procedure then continues with the receipt of any oral or written objections from any resident or property owner to the proposed action of the Council to issue. A summary of objections received or made, if any, should be attached to the proceedings. After all objections have been received and considered if the Council decides not to abandon the proposal to issue, a form of resolution follows that should be introduced and adopted. The Council is required by statute to adopt the resolution instituting proceedings to issue the notes at the hearing -- or an adjournment thereof. If necessary to adjourn, the minutes are written to accommodate that action. The Code of Iowa, provides that any resident or property owner of the City may appeal the decision to take additional action to issue the notes, to the District Court of a county in which any part of the City is located, within 15 days after such additional action is taken, but that the additional action is final and conclusive unless the court finds that the Council exceeded its authority. In the event an appeal is filed by any resident or property owner, please see that we are notified immediately; and, as soon as available, a copy of the notice of appeal should be furnished our office for review. An extra copy of all the above procedure for each set is enclosed to be filled in as original and certified back to this office. October 29, 2014 Page 3 If you have any questions pertaining to the procedure enclosed or the above mentioned instructions, please don't hesitate to contact our office. Very t 1 you , R. Mar Cory FOR THE FIRM RMC:j as Enclosure cc: Ken TeKippe (via e-mail w/enc.) Kevin Firnstahl (via e-mail w/enc.) Tionna Pooler (via e-mail w/enc.) 01062202-1\10422-159 AHLERS &GOONEY, P.G. 100 COURT AVENUE, SUITE 600 DES MOINES, IOWA 50309-2231 FAx: 515-243-2149 WWW.AHLERSLAW.COM R.Mark Cory Direct Dial: RCory@ahlerslaw.com 515.246.0378 October 29, 2014 Sent Via E-mail & UPS Next Day DeliverX Jenny Larson Budget Director City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 Re: City of Dubuque, State of Iowa • $19,760,000 (Dollar Amount Subject To Change) General Obligation Capital Loan Notes, Series 2014B • $7,915,000 (Dollar Amount Subject To Change) Taxable General Obligation Capital Loan Notes, Series 2014C Dear Jenny: I am enclosing the following proceedings to cover the advertisement for sale of the General Obligation Capital Loan Notes, Series 2014B and the Taxable General Obligation Capital Loan Notes, Series 2014C, as well as approving the Preliminary Official Statement and approving electronic bidding procedures for each sale. The resolution directing the advertisement of notes for sale includes the bidding parameters of the sale. A copy of the procedure completed as the original should be certified back to our office using the form enclosed. The Clerk has been authorized to select a date for sale. In choosing a date for the sale, be sure that the Council members will be available to meet. This Resolution also approves the Official Statement and authorizes its distribution with respect to the above-referenced issues. Independent Public Advisors, LLC prepared a draft of the preliminary Official Statement for the City. You should give this to the Board, and have provided comments to Independent Public Advisors, LLC on behalf of the City for the final POS. If that has not been done prior to the meeting, then the Official Statement should not be approved and the Resolution will need to be modified. WISHARD&BAILY-1888;GUERNSEY&BAILY-1893;GAILY&STIPP-1901;STIPP,PERRY,BANNISTER&STARZINGER-1914;BANNISTER,CARPENTER, AHLERS&COONEY-1950;AHLERS,COONEY.DORWEILER,ALLBEE,HAYNIE&SMITH-1974;AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE,P.C.-1990 October 29, 2014 Page 2 You should be aware that the preparation of the Official Statement is subject to Federal Securities Law regulation, and should be certain that any facts and representations contained in the Official Statement are both accounts in all material respects and not omitting any information material to the City's financial conditions, to and including the date of the delivery of the above- referenced Notes. In the near future, we will send proceedings for the receipt of bids and award of sale. Please let me know if you have any questions regarding these proceedings. Very tr y your 4IZI R. Mark Cory FOR THE FIRM RMC J s Enclosures cc: Ken TeKippe (via e-mail w/enc.) Kevin Firnstahl (via e-mail w/enc.) Tionna Pooler (via e-mail w/enc.) 01062201-1\10422-159 �s E c m o PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER.2014 .�' . New Issues Moody's Investors Service Assuming compliance with certain covenants, in the opinion o Alders&Coon P.C., Bond Counsel, under resent law and assuming continued compliance with the o c g mP� P� .f e1'� P g P o � requirements of the Internal Revenue Code of 1986,as amended(the "Code'):(i)interest on the Series 2014B Notes will be excluded from gross income for federal income 'a Z tax purposes, (ti) interest on the Series 2014B Notes is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and '$ corporations under the Internal Revenue Code of 1986, and(iii)interest on the Series 2014B Notes WILL be taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on corporations. Interest on the Series 2014C Notes will be includible in the gross income of the owners thereof for federal income tax purposes. See "TAX EXEMPTION AND RELATED CONSIDERATIONS"and "TAXABILITY OF INTEREST"herein for a more detailed m discussion. THECrI OF b DUB E Masterpiece on the Mississippi T� CITY OF DUBUQUE, IOWA o � s $18,815,000* General Obligation Capital Loan Notes, Series 2014B $7,615,000* Taxable General Obligation Capital Loan Notes, Series 2014C E o BIDS RECEIVED: Monday,November 17,2014, 11:00 o'clock A.M.,Central Time 0 o AWARD: Monday,November 17,2014,6:30 o'clock P.M.,Central Time z .y ._ Dated: Date of Delivery(December 8, 2014) Principal Due: June 1 as shown on inside front cover o o c `o o � The $18,815,000 General Obligation Capital Loan Notes, Series 2014B (the "Series 2014B Notes") and the $7,615,000 Taxable General ° uz Obligation Capital Loan Notes, Series 2014C the"Series 2014C Notes" collective) the "Notes" are bei issued pursuant to Division I: b m g P ( ) ( Y ) o III of Chapter 384 and Chapter 403 of the Code of Iowa, and resolutions to be adopted by the City Council of the City of Dubuque,Iowa (the "City"). Proceeds of the Notes will be used for various City projects as described fully under "AUTHORITY AND PURPOSE" herein. The Notes will be general obligations of the City for which the City will pledge its power to levy direct ad valorem taxes to the repayment of the Notes. eThe Notes will be issued as fully registered Notes without coupons and, when issued, will be registered in the name of Cede & Co., as EA nominee of The Depository Trust Company ("DTC"). DTC will act as securities depository for the Notes. Individual purchases may be made in book-entry form only, in the principal amount of$5,000 and integral multiples thereof. Purchasers will not receive certificates v representing their interest in the Notes purchased. Principal of the Notes payable annually on each June 1, beginning June 1, 2016 and ° interest on the Notes, payable initially on June 1, 2015 and thereafter on each December 1 and June 1, will be paid to DTC by the City's Registrar/Paying Agent, Wells Fargo Bank, N.A., Des Moines, Iowa (the "Registrar"). DTC will in tum remit such principal s o and interest to its participants for subsequent disbursements to the beneficial owners of the Notes as described herein. Interest and LF w principal shall be paid to the registered holder of a Note as shown on the records of ownership maintained by the Registrar on the .N 15" day of the month preceding said interest payment date(the"Record Date"). P y s ° THE NOTES WILL MATURE AS LISTED ON THE INSIDE FRONT COVER r o � o Series 2014B Notes Series 2014C Notes c MINIMUM BID: $18,626,850 $7,538,850 GOOD FAITH DEPOSIT: 1°(Required of Purchaser Only) 1% (Required of Purchaser Only) TAX MATTERS: Federal: Tax-Exempt Federal: Taxable w I State: Taxable State: Taxable See"FAX EXEMPTION AND RELATED See"FAX EXEMPTION AND RELATED y m CONSIDERATIONS"section for details. CONSIDERATIONS"section for details. The Notes are offered for delivery, when, as and if issued and subject to the legal opinions of Adders &Cooney,P.C., Bond Counsel, of Des Moines,Iowa,to be furnished upon delivery of the Notes. The Notes will be available for delivery through DTC in New York,New York, on or about December 8, 2014. This Preliminary Official Statement will be further supplemented by offering prices, interest rates, aggregate principal amount, principal amount per maturity, anticipated delivery date and underwriter, together with any other A o information required by law, and shall constitute a "Final Official Statement" of the City with respect to the Notes, as defined in Rule 15c2-12. Hoy *Preliminary;subject to change. CITY OF DUBUQUE, IOWA $18,815,000* General Obligation Capital Loan Notes, Series 2014B MATURITY: June 1, Amount* June 1, Amount* 2016 $870,000 2026 $935,000 2017 875,000 2027 960,000 2018 895,000 2028 995,000 2019 910,000 2029 1,030,000 2020 925,000 2030 1,065,000 2021 935,000 2031 1,080,000 2022 965,000 2032 1,115,000 2023 945,000 2033 1,160,000 2024 965,000 203 1,195,000 2025 995,000 A $7,615,000* General Obligation Capital Loan Notes, Series 2014C MATURITY: June 1, Amount* June 1, Amou 2016 $100,000 2026 $480,000 2017 100,000 2027 500,000 2018 105,000 2028 520,000 2019 130,000 2029 540,000 2020 135,000 2030 565,000 2021 160,000 2031 590,000 2022 425,000 2032 10,000 2023 440,000 2033 635,000 2024 450,000 2034 660,000 2025 470,000 * PRINCIPAL ADJUSTMENT: Preliminary; subject to change. The City reserves the right to increase or decrease the aggregate principal amounts of the Notes. Such change will be in increments of $5,000 and may be made in any of the maturities. The purchase prices will be adjusted proportionately to reflect any changes in issue size. INTEREST: June 1, 2015 and semiannually thereafter. REDEMPTION: The Notes due after June 1, 2021 will be subject to call prior to maturity in whole, or from time to time in part, in any order of maturity and within a maturity by lot on said date or on any date thereafter at the option of the City, upon terms of par plus accrued interest to date of call. Notice of such call shall be given at least thirty (30) days prior to the date fixed for redemption to the registered owners of the Notes to be redeemed at the address shown on the registration books. COMPLIANCE WITH S.E.C. RULE 15c2-12 Municipal obligations (issued in an aggregate amount over $1,000,000) are subject to General Rules and Regulations, Securities Exchange Act of 1934, Rule 15c2-12 Municipal Securities Disclosure. Preliminary Official Statement: This Preliminary Official Statement was prepared for the City for dissemination to prospective bidders. Its primary purpose is to disclose information regarding the Notes to prospective bidders in the interest of receiving competitive bids in accordance with the TERMS OF OFFERING contained herein. Unless an addendum is received prior to the sale, this document shall be deemed the "Near Final Official Statement". Review Period: This Preliminary Official Statement has been distributed to City staff as well as to prospective bidders for an objective review of its disclosure. Comments, omissions or inaccuracies must be submitted to Independent Public Advisors, LLC at least two business days prior to the sale. Requests for additional information or corrections in the Preliminary Official Statement received on or before this date will not be considered a qualification of a bid received. If there are any changes, corrections or additions to the Preliminary Official Statement, prospective bidders will be informed by an addendum at least one business day prior to the sale. Final Official Statement: Upon award of sale of the Notes, the legislative body will authorize the preparation of a Final Official Statement that includes the offering prices, interest rates, aggregate principal amount, principal amount per maturity, anticipated delivery date and other information required by law and the identity of the underwriter (the "Syndicate Manager") and syndicate members. Copies of the Final Official Statement will be delivered to the Syndicate Manager within seven business days following the bid acceptance. REPRESENTATIONS No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representations, other than those contained in the Preliminary Official Statement. This Preliminary Official Statement does not constitute any offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes by any person, in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information, estimates and expressions of opinion herein are subject to change without notice and neither the delivery of this Preliminary Official Statement nor any sale made hereunder, shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. This Preliminary Official Statement is submitted in connection with the sale of the securities referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Preliminary Official Statement and any addenda thereto were prepared relying on information from the City and other sources, which are believed to be reliable. Bond Counsel has not participated in the preparation of this Preliminary Official Statement and is not expressing any opinion as to the completeness or accuracy of the information contained therein. Compensation of Independent Public Advisors, LLC (the "Financial Advisor") payable entirely by the City, is contingent upon the sale of the issue. TABLE OF CONTENTS TERMSOF OFFERING...................................................................................................................................................i INTRODUCTION............................................................................................................................................................. 1 AUTHORITY AND PURPOSE ........................................................................................................................................ 1 OPTIONAL REDEMPTION OF THE NOTES .................................................................................................................2 INTEREST ON THE NOTES............................................................................................................................................ 2 PAYMENT OF AND SECURITY FOR THE NOTES......................................................................................................2 BOOK-ENTRY-ONLY ISSUANCE................................................................................................................................. 3 FUTUREFINANCING ..................................................................................................................................................... 5 LITIGATION..................................................................................................................................................................... 5 DEBT PAYMENT HISTORY ........................................................................................................................................... 6 LEGALMATTERS........................................................................................................................................................... 6 TAXMATTERS ................................................................................................................................................................ 6 STATETAXABILITY...................................................................................................................................................... 8 CHANGES IN FEDERAL AND STATE TAX LAW.......................................................................................................9 RATING.............................................................................................. ....... . 9 .......................................................... INVESTMENT CONSIDERATIONS............................................ .. ........................................................... 10 FINANCIAL ADVISOR.................................................................... ........................................................................... 10 CONTINUING DISCLOSURE........................................................................................................................................ 10 CERTIFICATION............................................................................................................................................................ 11 PROPERTYVALUES.................................................................................................................................................... 12 IOWA PROPERTY VALUATIONS................................................................................................................................ 12 1/1/2013 VALUATIONS (Taxes payable July 1, 2014 through June 30, 2015)............................. ............................. 12 2013 GROSS TAXABLE VALUATION BY CLASS OF PROPERTY......................................... ............................. 12 TREND OF VALUATIONS............................................................................................................................................ 13 LARGER TAXPAYERS .................................:............................................................................................................... 13 LEGISLATION................................................................................................................................................................ 13 INDEBTEDNESS............................................................................................................................................................ 15 DEBTLIMIT...........................................................................................................'...................................................... 15 DIRECTDEBT................................................................................................................................................................ 16 ANNUAL FISCAL YEAR DEBT SERVICE PAYMENTS.......................... .............................................................. 17 OTHERDEBT................................................................................................................................................................. 19 INDIRECT DEBT........................................................................ .. 20 .............. ........................... ........................ ........... DEBTRATIOS............................................................................... ................................................................................ 20 LEVIES AND TAX COLLECTIONS (000's).................................................................................................................20 TAXRATES.................................................................................................................................................................... 21 LEVYLIMITS................................................................................................................................................................. 21 FUNDS ON HAND (Cash and Investments as of September 30, 2014).........................................................................21 THECITY........................................................................................................................................................................22 CITYGO VERNMENT.................................................................................................................................................... 22 EMPLOYEES,PENSIONS AND OPEB.........................................................................................................................22 UNIONCONTRACTS..................................................................................................................................................... 23 INSURANCE................................................................................................................................................................... 24 GENERAL INFORMATION.........................................................................................................................................25 LOCATION AND TRANSPORTATION........................................................................................................................25 L ARGER EMPL O YER S.................................................................................................................................................. 25 BUILDING PERMITS..................................................................................................................................................... 26 USCENSUS DATA ........................................................................................................................................................ 26 UNEMPLOYMENT RATES...........................................................................................................................................26 EDUCATION................................................................................................................................................................... 27 FINANCIAL STATEMENTS..........................................................................................................................................27 APPENDIX A: FORM OF LEGAL OPINION APPENDIX B: JUNE 30,2013 INDEPENDENT AUDITOR'S REPORTS APPENDIX C: FORM OF CONTINUING DISCLOSURE CERTIFICATE CITY OF DUBUQUE, IOWA Mayor and City Council Member Term Expiration Roy D. Buol, Mayor 2017 Ric W. Jones-At Large 2017 David T. Resnick-At Large 2015 Kevin J. Lynch-Ward 1 2017 Karla A. Braig-Ward 2 2015 Joyce E. Connors-Ward 3 2017 Lynn V. Sutton-Ward 4 2015 Administration Michael C. Van Milligen, City Manager Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager Ken TeKippe, Finance Director Jenny Larson, Budget Director Kevin Firnstahl, City Clerk City Attorney Barry A. Lindahl Dubuque, Iowa Bond Counsel Ahlers & Cooney, P.C. Des Moines, Iowa Financial Advisor Independent Public Advisors, LLC Johnston, Iowa TERMS OF OFFERING CITY OF DUBUQUE, IOWA This section sets forth the description of certain terms of the Notes as well as the Terms of Offering with which all bidders and bid proposals are required to comply, as follows: DETAILS OF THE SERIES 2014B NOTES General Obligation Capital Loan Notes, Series 2014B (the "Notes"), in the aggregate principal amount of$18,815,000* to be dated December 8, 2014, in the denomination of $5,000 or any integral multiples thereof designated by the Purchaser(s)within forty-eight hours of acceptance of the bid, will mature as follows: June 1, Amount* June 1, Amount* 2016 $870,000 2026 $935,000 2017 875,000 2027 960,000 2018 895,000 2028 995,000 2019 910,000 2029 1,030,000 2020 925,000 2030 1,065,000 2021 935,000 2031 1,080,000 2022 965,000 2032 1,115,000 2023 945,000 2033 1,160,000 2024 965,000 2034 1,195,000 2025 995,000 DETAILS OF THE SERIES 2014C NOTES Taxable General Obligation Capital Loan Notes, Series 2014C (the "Notes"), in the aggregate principal amount of $18,815,000* to be dated December 8, 2014, in the denomination of$5,000 or any integral multiples thereof designated by the Purchaser(s)within forty-eight hours of acceptance of the bid, will mature as follows: (414June 1, Amount* June 1, Amount* 2016 $100,000 2026 $480,000 2017 100,000 2027 500,000 2018 105,000 2028 520,000 6, 2019 130,000 2029 540,000 2020 135,000 2030 565,000 2021 160,000 2031 590,000 2022 425,000 2032 610,000 2023 440,000 2033 635,000 2024 450,000 2034 660,000 2025 470,000 PRINCIPAL ADJUSTMENT OF THE NOTES The City reserves the right to increase or decrease the aggregate principal amounts of the Notes. However, the maximum par amount of the Series 2014B Notes will not exceed $19,760,000. The maximum par amount of the Series 2014C Notes will not exceed $7,915,000. Such changes will be in increments of$5,000 and may be made in any of the maturities. The purchase prices of each respective series will be adjusted proportionately to reflect any changes in issue sizes. *Preliminary; subject to change. i OPTIONAL REDEMPTION OF THE NOTES The Notes due after June 1, 2021 will be subject to call prior to maturity in whole, or from time to time in part, in any order of maturity and within a maturity by lot on said date or on any date thereafter at the option of the City, upon terms of par plus accrued interest to date of call. Written notice of such call shall be given at least thirty (30) days prior to the date fixed for redemption to the registered owners of the Notes to be redeemed at the address shown on the registration books. INTEREST ON THE NOTES Interest on the Notes will be payable on June 1, 2015 and semiannually on the 1" day of each December and June thereafter until the principal on the Notes is paid in full. Interest and principal shall be paid to the registered holder of a Note as shown on the records of ownership maintained by the Registrar as of the 15" day of the month preceding such interest payment date (the "Record Date"). Interest will be computed on the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to rules of the Municipal Securities Rulemaking Board. GOOD FAITH DEPOSITS Good faith deposits in the amount of$188,150 for the Series 2014B Notes ("Series 2014B Deposit') and $76,150 for the Series 2014C Notes ("Series 2014C Deposit'), collectively (the "Deposits") is required from the lowest bidder only. Each lowest bidder is required to submit such respective deposit payable to the order of the City in the form of either (i) a cashier's check provided to the City or its Financial Advisor prior to the opening of bids or (ii) a wire transfer as instructed by the City's Financial Advisor not later than 1:00 P.M. Central Time on the day of sale of the Bonds. If not so received, the bid of the lowest bidder may be rejected and the City may direct the second lowest bidder to submit a deposit and thereafter may award the sale of the Notes to the same. No interest on the Deposits will accrue to the successful bidder(s) (the "Purchaser(s)"). The Deposits will be applied to the respective purchase prices of the Notes. In the event a Purchaser(s)fails to honor its accepted bid proposal, the Deposits will be retained by the City. FORM OF BIDS AND AWARD All bids shall be unconditional for each series of the Notes for a price not less than $18,626,850 for the Series 2014B Notes and $7,538,820 for the Series 2014C Notes, plus accrued interest, if any, and shall specify the rate or rates of interest in conformity to the limitations set forth under the "RATES OF INTEREST" section. Bids must be submitted on or in substantial compliance with the OFFICIAL BID FORM provided by the City. The Notes will be awarded to the bidder offering the lowest interest rate to be determined on a true interest cost (the "TIC") basis assuming compliance with the "GOOD FAITH DEPOSITS" section. The TIC shall be determined by the present value method, i.e., by ascertaining the semiannual rate, compounded semiannually, necessary to discount to present value as of the dated date of the Notes, the amount payable on each interest payment date and on each stated maturity date or earlier mandatory redemption, so that the aggregate of such amounts will equal the aggregate purchase price offered therefore. The TIC shall be stated in terms of an annual percentage rate and shall be that rate of interest, which is twice the semiannual rate so ascertained(also known as the Canadian Method). The TIC shall be as determined by the Financial Advisor based on the TERMS OF OFFERING and all amendments, and on the bids as submitted. The Financial Advisor's computation of the TIC of each bid shall be controlling. In the event of tie bids for the lowest TIC, the Notes will be awarded by lot. The City will reserve the right to: (i) waive non-substantive informalities of any bid or of matters relating to the receipt of bids and award of the Notes, (ii) reject all bids without cause and (iii) reject any bid which the City determines to have failed to comply with the terms herein. ii RATES OF INTEREST The rates of interest specified in the bidder's proposal must conform to the following limitations: 1. For each respective series, each annual maturity must bear the same interest rate. Each annual maturity must bear a single rate of interest from the dated date of the Notes to the date of maturity. 2. Rates of interest bid must be in multiples of one-eighth or one-twentieth of one percent. 3. For each respective series, each rate of interest specified for Notes of any annual maturity shall not be less than a rate of interest specified for any earlier maturity. Rates must be level or in ascending order. RECEIPT OF BIDS Forms of Bids: Bids must be submitted on or in substantial compliance with the TERMS OF OFFERING and OFFICIAL BID FORM provided by the City or through PARITY® competitive bidding system (the "Internet Bid System"). The City shall not be responsible for malfunction or mistake made by any person, or as a result of the use of an electronic bid or the means used to deliver or complete a bid. The use of such facilities or means is at the sole risk of the prospective bidder who shall be bound by the terms of the bid as received. No bid will be accepted after the time specified in the Official Bid Forms as published in this Preliminary Official Statement. The time as maintained by the Internet Bid System shall constitute the official time with respect to all bids submitted. A bid may be withdrawn before the bid deadline using the same method used to submit the bid. If more than one bid is received from a bidder, the last bid received shall be considered. Sealed Bidding: Sealed bids may be submitted and will be received at the City Hall, 50 West 13" Street, Dubuque, Iowa 52001. Electronic Internet Bidding: Electronic internet bids must be submitted through the Internet Bid System. Information about the Internet Bid System may be obtained by calling(212)404-8102. Each bidder shall be solely responsible for making necessary arrangements to access the Internet Bid System for purposes of submitting its internet bid in a timely manner and in compliance with the requirements of the TERMS OF OFFERING and OFFICIAL BID FORM. The City is permitting bidders to use the services of the Internet Bid System solely as a communication mechanism to conduct the Internet bidding and the Internet Bid System is not an agent of the City. Provisions of the TERMS OF OFFERING and OFFICIAL BID FORM shall control in the event of conflict with information provided by the Internet Bid System. Electronic Facsimile Bidding: Electronic facsimile bids will be received at City Hall, Dubuque, Iowa (facsimile number: (563) 589-0890) or the office of the City's Financial Advisor(515) 259-8193. Electronic facsimile bids will be sealed and treated as sealed bids. Facsimile Transmissions received after the deadline will be rejected. Bidders electing to submit bids via facsimile transmission bear full responsibility for the transmission of such bid. Neither the City nor its agents shall be responsible for malfunction or mistake made by any person, or as a result of the use of the facsimile facilities or any other means used to deliver or complete a bid. The use of such facilities or means is at the sole risk of the prospective bidder who shall be bound by the terms of the bid as received. Neither the City nor its agents will assume liability for the inability of the bidder to reach the above named facsimile numbers prior to the time of sale specified above. Time of receipt shall be the time recorded by the facsimile operator receiving the bids. iii BOOK-ENTRY-ONLY ISSUANCE The Notes will be issued by means of a book-entry only system with no physical distribution of note certificates made to the public. The Notes will be issued in fully registered form and one note certificate, representing the aggregate principal amount of the Notes maturing in each year will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New York, which will act as securities depository of the Notes. Individual purchases of the Notes may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the Registrar to DTC or its nominee as registered owner of the Notes. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The Purchaser(s), as a condition of delivery of the Notes, will be required to deposit the bond certificates with DTC. MUNICIPAL BOND INSURANCE AT OPTION OF THE PURCHASER(S) If the Notes qualify for issuance of any policy of municipal bond insurance or commitment therefore at the option of the bidder, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the Purchaser(s). Any increased costs of issuance of the Notes resulting from such purchase of insurance shall be paid by the Purchaser(s), except that, if the City has requested and received a rating on the Notes from a rating agency, the City will pay that initial raring fee. Any other rating agency fees shall be the responsibility of the Purchaser(s). Failure of the municipal bond insurer to issue the policy after the Notes have been awarded to the Purchaser(s) shall not constitute cause for failure or refusal by the Purchaser(s)to accept delivery on the Notes. The City reserves the right in its sole discretion to accept or deny changes to the financing documents requested by the insurer selected by the Purchaser(s). DELIVERY The Notes will be delivered to the Purchaser(s) via Fast Automated Securities Transfer ("FAST") delivery with the Registrar holding the Notes on behalf of DTC, against full payment in immediately available cash or federal funds. The Notes are expected to be delivered within forty-five days after the sale. Should delivery be delayed beyond sixty days from the date of sale for any reason except failure of performance by the Purchaser(s), the Purchaser(s) may withdraw their bid and thereafter their interest in and liability for the Notes will cease. When the Notes are ready for delivery, the City will give the Purchaser(s) five working days notice of the delivery date and the City will expect payment in full on that date, otherwise reserving the right at its option to determine that the Purchaser failed to comply with the offer of purchase. INFORMATION FROM PURCHASER(S) The Purchaser(s) will be required to certify to the City immediately after the opening of bids: (i)the initial public offering price of each maturity of the Notes (not including sales to bond houses and brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the Notes (not less than 10% of each maturity)were sold to the public; or(ii) if less than 10% of any maturity has been sold, the price for that maturity determined as of the time of the sale based upon the reasonably expected initial offering price to the public; and (iii) that the initial public offering price does not exceed their fair market value of the Notes on the sale date. The Purchaser(s) will also be required to provide a certificate at closing confirming the information required by this paragraph. PRELIMINARY OFFICIAL STATEMENT The City has authorized the preparation of a Preliminary Official Statement containing pertinent information relative to the Notes. The Preliminary Official Statement when further supplemented with maturity dates, principal amounts, and interest rates of the Notes, and any other information required by law or deemed appropriate by the City, shall constitute a Final Official Statement of the City with respect to the Notes, as that term is defined in Rule 15c2-12 of the Securities and Exchange Commission(the "Rule"). iv By awarding the Notes to any underwriter or underwriting syndicate submitting an OFFICIAL BID FORM therefore, the City agrees that, no more than seven (7) business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Series 2014B Notes are awarded up to 30 copies of the Final Official Statement, and to the senior managing underwriter of the syndicate to which the Series 2014C Notes are awarded up to 20 copies of the Final Official Statement to permit each "Participating Underwriter" (as that term is defined in the Rule) to comply with the provisions of such Rule. The City shall treat the senior managing underwriter of the syndicate to which the Notes are awarded as its designated agent for purposes of distributing copies of the Final Official Statement to the Participating Underwriter. Any underwriter executing and delivering an OFFICIAL BID FORM with respect to the Notes agrees thereby that if its bid is accepted by the City, (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Notes for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. CONTINUING DISCLOSURE In order to assist bidders in complying with paragraph (b)(5) of the Rule, the City will undertake, pursuant to the resolution for the Notes and the Continuing Disclosure Certificate for the Notes, to provide certain annual financial information and notices of the occurrence of certain material events. A description of these undertakings is set forth in APPENDIX C of this Preliminary Official Statement. The City will deliver the Continuing Disclosure Certificate at closing, and any failure on the part of the City to deliver the same shall relieve the Purchaser of its obligation to purchase the Bonds. [Compliance Statement] CUSIP NUMBERS It is anticipated that Committee on Uniform Security Identification Procedures ("CUSIP")numbers will be printed on the Notes and the Purchaser must agree in the bid proposal to pay the cost thereof. In no event will the City, Bond Counsel or Financial Advisor be responsible for the review or express any opinion that the CUSIP numbers are correct. Incorrect CUSIP numbers on said Notes shall not be cause for the Purchaser to refuse to accept delivery of said Notes. BY ORDER OF THE CITY COUNCIL City of Dubuque 50 West 13'b Street Dubuque, IA 52001 v PRELIMINARY OFFICIAL STATEMENT CITY OF DUBUQUE, IOWA $18,815,000* General Obligation Capital Loan Notes, Series 2014B $7,615,000* Taxable General Obligation Capital Loan Notes, Series 2014C INTRODUCTION This Preliminary Official Statement contains information relating to the City of Dubuque, Iowa (the "City") and its issuance of $18,815,000 General Obligation Capital Loan Notes, Series 2014B (the "Series 2014B Notes") and the $7,615,000 Taxable General Obligation Capital Loan Notes, Series 2014C (the "Series 2014C Notes") (collectively the "Notes"). This Official Statement has been executed on behalf of the City and its Administrator and may be distributed in connection with the sale of the Notes authorized therein. Inquiries may be directed to Independent Public Advisors, LLC, 8805 Chambery Blvd, Suite 300, #114, Johnston, Iowa 50131, or by telephoning (515) 259-8193. Information can also be obtained from Ms. Jenny Larson, Budget Director, City of Dubuque, 50 West 13th Street, Dubuque, Iowa 52001, or by telephoning 563-589-4110. AUTHORITY AND PURPOSE The Notes are being issued pursuant to Division III of Chapter 384 of the Code of Iowa, and resolutions to be adopted by the City Council of the City. Proceeds of the Series 2014B Notes will be used for to pay costs of acquisition of ambulances and ambulance improvements, improvements to existing parks of the type normally found in parks; equipping the Police Department; equipping the Street Department; improvements to the existing Municipal Airport; opening, widening, extending, grading, and draining of the right-of-way of streets, highways, avenues, alleys and public grounds; the construction, reconstruction, and repairing of any street improvements; the acquisition, installation, and repair of sidewalks, storm sewers, sanitary sewers, water service lines and traffic control devices, and the acquisition of any real estate needed for any of the foregoing purposes; acquisition, construction, improvement, and installation of street lighting fixtures, connections, and facilities, construction, reconstruction, and repair of sidewalks and pedestrian underpasses and overpasses, and the acquisition of real estate needed for such purposes; acquisition, construction, reconstruction, extension, improvement, and equipping of works and facilities useful for the collection, treatment, and disposal of sewage and industrial waste in a sanitary manner, and for the collection and disposal of surface waters and streams; acquisition, construction, reconstruction, enlargement, improvement, and repair of bridges, culverts, retaining walls, viaducts, underpasses, grade crossing separations, and approaches thereto; and acquisition, construction, reconstruction, improvement, repair, and equipping of waterworks, water mains, and extensions, and real and personal property, useful for providing potable water to residents of a city. Proceeds of the Series 2014C Notes will be used for pay the costs of aiding in the planning, undertaking and carrying out of urban renewal projects, including, intermodal facility improvements, Millwork District parking improvements, homeownership purchase, rehabilitation and resale program costs, riverfront leasehold improvements, land acquisition and rehab in the Dubuque Industrial Center West Urban Renewal Project, Transit Building roof repairs, Central Avenue Master Plan and bus storage and maintenance facility improvements The Purchaser(s) of the Notes agrees to enter into a Loan Agreement with the City pursuant to authority contained in Sections 384.24, 384.24A, and 384.25 of the Code of Iowa. The Notes are issued in evidence of the City's obligations under the Loan Agreement. 1 The estimated Sources and Uses of the Notes are as follows: Sources of Funds Series 2014B Notes Series 2014C Notes Par Amount* $18,815,000.00 $7,615,000.00 Uses of Funds Project Fund $18,310,326.00 $7,383,423.30 Capitalized Interest $251,677.04 $108,934.26 Underwriter's Discount 188,150.00 76,150.00 Cost of Issuance & Rounding 64,846.96 46,492.44 Total $18,815,000.00 $7,615,000.00 *Preliminary; subject to change. OPTIONAL REDEMPTION OF THE NOTES The Notes due after June 1, 2021 will be subject to call prior to maturity in whole, or from time to time in part, in any order of maturity and within a maturity by lot on said date or on any date thereafter at the option of the City, upon terms of par plus accrued interest to date of call. Written notice of such call shall be given at least thirty (30) days prior to the date fixed for redemption to the registered owners of the Notes to be redeemed at the address shown on the registration books. INTEREST ON THE NOTES Interest on the Notes will be payable on June 1, 2015 and semiannually on the ls` day of December and June thereafter. Interest and principal shall be paid to the registered holder of a note as shown on the records of ownership maintained by the Registrar on the 15"day of the month preceding said interest payment date (the "Record Date"). Interest will be computed on the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to rules of the Municipal Securities Rulemaking Board. PAYMENT OF AND SECURITY FOR THE NOTES The Notes are general obligations of the City and the unlimited taxing powers of the City are irrevocably pledged for their payment. Upon issuance of the Notes, the City will levy taxes for the years and in amounts sufficient to provide 100% of annual principal and interest due. The City is required to levy ad valorem taxes upon all taxable property in the City without limit as to rate or amount sufficient to pay the debt service except to the extent that other monies are deposited in the debt service fund for such purposes. Nothing in the resolutions authorizing the Notes prohibits or limits the ability of the City to use legally available moneys other than the proceeds of the general ad valorem property taxes levied as described in the preceding paragraph to pay all or any portion of the principal of or interest on the Notes. If and to the extent such other legally available moneys are used to pay the principal of or interest on the Notes, the City may, but shall not be required to, (a) reduce the amount of taxes levied for such purpose, as described in the preceding paragraph; or (b) use proceeds of taxes levied, as described in the preceding paragraph, to reimburse the fund or account from which such other legally available moneys are withdrawn for the amount withdrawn from such fund or account to pay the principal of or interest on the Notes. The City's obligation to pay the principal of and interest on the Notes is on parity with the City's obligation to pay the principal of and interest on any other of its general obligation debt secured by a covenant to levy taxes within the City, including any such debt issued or incurred after the issuance of the Notes. The resolutions authorizing the Notes do not restrict the City's ability to issue or incur additional general obligation debt, although issuance of additional 2 general obligation debt is subject to the same constitutional and statutory limitations that apply to the issuance of the Notes. For a further description of the City's outstanding general obligation debt upon issuance of the Notes and the annual debt service on the Notes, see DIRECT DEBT under INDEBTEDNESS herein. For a description of certain constitutional and statutory limits on the issuance of general obligation debt, see DEBT LIMIT under INDEBTEDNESS herein. BOOK-ENTRY-ONLY ISSUANCE The information contained in the following paragraphs of this subsection `Book-Entry-Only Issuance" has been extracted from a schedule prepared by Depository Trust Company (`DTC') entitled "SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING DTC AND BOOK-ENTRY-ONLY ISSUANCE." The information in this section concerning DTC and DTC's book-entry system has been obtained,,�m sources that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the securities (the "Securities"). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants (the "Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust& Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the "Indirect Participants"). DTC has Standard & Poor's highest rating: AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security (the "Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative 3 of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co., nor any other DTC nominee, will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date identified in a listing attached to the Omnibus Proxy. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, Agent, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is the responsibility of the City or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to Tender/Remarketing Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's interest in the Securities, on DTC's records, to Tender/Remarketing Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC's records and followed by a book- entry credit of tendered Securities to Tender/Remarketing Agent's DTC account. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to the City or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the City believes to be reliable,but the City takes no responsibility for the accuracy thereof. 4 FUTURE FINANCING The City does not anticipate any additional borrowing needs within 90 days of the date of this Official Statement. LITIGATION The City is a defendant in an action brought in the Iowa District Court for Dubuque County (J. Thomas Zaber v. City of Dubuque), alleging that the gas, electric and cable television franchise fees imposed by the City are illegal because they constitute unauthorized taxes. This case has been certified as a class action with three subclasses defined as follows: (a) All persons or entities who paid a cable television franchise fee imposed by the City of Dubuque any time after September 5, 2001; (b) All persons or entities who paid a gas utility franchise fee imposed by the City of Dubuque any time after September 5, 2001; and (c) All persons or entities who paid an electric utility franchise fee imposed by the City of Dubuque any time after September 5, 2001. Plaintiffs seek a refund of all such franchise fees paid since September 5, 2001 through the date of judgment, pre- judgment interest from the time of the alleged wrongful collection of said franchise fees, post judgment interest as allowed by law and attorney fees as allowed by law. The claim generally is based on a 2006 decision by the Iowa Supreme Court (Kragnes v. City of Des Moines, 714 N.W.2d 632 (Iowa 2006)). In that case, the Iowa Supreme Court concluded that gas and electric franchise fees not reasonably related to the reasonable costs of inspecting, licensing, supervising, or otherwise regulating the activity that is being franchised constitute a tax which has been assessed in violation of Iowa Code Section 364.3(4). A number of other Iowa cities with similar gas, electric and/or cable television franchise fee ordinances in effect are facing similar claims. The Iowa General Assembly in 2007 adopted legislation which authorized a cable franchise fee not to exceed five per cent(5%) of gross revenue without regard to a city's costs of inspecting, licensing, supervising, or otherwise regulating the utility. The General Assembly also legalized past cable franchise fees that had been collected by cities. Plaintiffs filed an interlocutory appeal following the District Court's dismissal of their cable franchise fee claims on the ground that Iowa Code Section 477A.7(5)(Supp. 2007) retroactively authorized the cable franchise fees, rejecting the plaintiffs' contention that Section 477A.7(5) violated their due process rights. On June 4, 2010, the Iowa Supreme Court affirmed the District Court's summary judgment for the City on the plaintiffs' claim for a refund of fees paid on cable television services, and cable television franchise fee issues have now been resolved in the City's favor. The remaining gas and electric franchise fee claims are stayed pending resolution of the Kragnes litigation, currently pending in the Iowa Supreme Court. On May 26, 2009 the Governor signed Senate File 478 authorizing (prospectively) gas and electric franchise fees that do not exceed five percent of a franchisee's gross revenues, without regard to the city's cost of inspecting, supervising, and otherwise regulating the franchise. The City of Dubuque has ordinances in effect that impose gas and electric franchise fees on gross sales of natural gas and electricity within the City. That part of the Zaber lawsuit relating to past gas and electric fees remains pending but has been continued pending the outcome of further proceedings in the Kragnes case. The City believes it has substantial defenses to the action and intends to contest the matter vigorously. There can be no assurance, however, that a future ruling by the Iowa Supreme Court in the litigation will not require the City and other cities with similar ordinances to reimburse part of previously collected franchise fees. City staff would recommend use of current franchise fee revenue as a source for such refunds. The City is not aware of any other threatened or pending litigation affecting the validity of the Bonds or the City's ability to meet its financial obligations. 5 DEBT PAYMENT HISTORY The City knows of no instance in which it has defaulted in the payment of principal or interest on its debt. LEGAL MATTERS The Notes are subject to approval as to certain matters by Ahlers & Cooney, P.C. of Des Moines, Iowa as Bond Counsel. Bond Counsel has not participated in the preparation of this Official Statement and will not pass upon its accuracy, completeness or sufficiency. Bond Counsel has not examined, nor attempted to examine or verify, any of the financial or statistical statements or data contained in this Preliminary Official Statement, and will express no opinion with respect thereto. The FORM OF LEGAL OPINION as set out in APPENDIX A to this Preliminary Official Statement, will be delivered at closing. The legal opinions to be delivered concurrently with the delivery of the Notes express the professional judgment of the attorneys rendering the opinions as to legal issues expressly addressed therein. By rendering legal opinions, the opinion giver does not become an insurer or guarantor of the result indicated by that expression of professional judgment, or of the transaction on which the opinions are rendered, or of the future performance of parties to the transaction. Nor does the rendering of opinions guarantee the outcome of any legal dispute that may arise out of the transaction. There is no note trustee or similar person to monitor or enforce the provisions of the resolutions for the Notes. The owners of the Notes should, therefore, be prepared to enforce such provisions themselves if the need to do so arises. In the event of a default in the payment of principal of or interest on the Notes, there is no provision for acceleration of maturity of the principal of the Notes. Consequently, the remedies of the owners of the Notes (consisting primarily of an action in the nature of mandamus requiring the City and certain other public officials to perform the terms of the resolutions for the Notes) may have to be enforced from year to year. The obligation to pay general ad valorem property taxes is secured by a statutory lien upon the taxed property, but is not an obligation for which a property owner may be held personally liable in the event of a deficiency. The owners of the Notes cannot foreclose on property within the boundaries of the City or sell such property in order to pay the debt service on the Notes. See LEVIES AND TAX COLLECTIONS herein, for a description of property tax collection and enforcement. In addition, the enforceability of the rights and remedies of owners of the Notes may be subject to limitation as set forth in Bond Counsel's opinions. The opinions will state, in part, that the obligations of the City with respect to the Notes may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, to the exercise of judicial discretion in appropriate cases and to the exercise by the State and its governmental bodies of the police power inherent in the sovereignty of the State and to the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America. TAX MATTERS With Respect to the Series 2014B Notes: Tax Exemptions and Related Considerations: Federal tax law contains a number of requirements and restrictions that apply to the Series 2014B Notes. These include investment restrictions, periodic payments of arbitrage profits to the United States, requirements regarding the proper use of bond proceeds and facilities financed with bond proceeds, and certain other matters. The City has covenanted to comply with all requirements that must be satisfied in order for the interest on the Series 2014B Notes to be excludable from gross income for federal income tax purposes. Failure to comply with certain of such covenants could cause interest on the Series 2014B Notes to become includable in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2014B Notes. Subject to the City's compliance with the above referenced covenants, under present law, in the opinion of Bond Counsel, interest on the Series 2014B Notes is excludable from gross income of the owners thereof for federal income tax purposes, and is not included as an item of tax preference in computing the federal alternative minimum tax imposed 6 on individuals and corporations. However, with respect to corporations (as defined for federal income tax purposes), such interest is included in adjusted current earnings for the purpose of determining the federal alternative minimum tax for such corporations. Prospective purchasers of the Series 2014B Notes should be aware that ownership of the Series 2014B Notes may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, corporations subject to the branch profits tax, financial institutions, certain insurance companies, certain S corporations, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations. Bond Counsel will not express any opinion as to such collateral tax consequences. Prospective purchasers of the Series 2014B Notes should consult their tax advisors as to collateral federal income tax consequences. Not Qualified Tax-Exempt Obligations: The City will NOT designate the Series 2014B Notes as "qualified tax- exempt obligations" under the exception provided in Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). Tax Accounting Treatment of Premium on Certain Series 2014B Notes: The initial public offering price of some or all of the Series 2014B Notes may be greater than the amount of such Series 2014B Notes at maturity ("Premium Series 2014B Notes"). An amount equal to the difference between the initial public offering price of Premium Series 2014B Notes (assuming that a substantial amount of the Premium Series 2014B Notes of that maturity are sold to the public at such price) and the amount payable at maturity constitutes a premium to the initial purchaser of such Premium Series 2014B Notes. Purchasers of the Premium Series 2014B Notes should consult with their own tax advisors with respect to the determination of amortizable bond premium on Premium Series 2014B Notes for federal income tax purposes and with respect to the state and local tax consequences of owning and disposing of Premium Series 2014B Notes. Disclaimer Reeardine Federal Tax Discussion: The federal income tax discussion set forth above is included for general information only and may not be applicable depending upon a beneficial owner's particular situation. Beneficial owners should consult their tax advisors with respect to the tax consequences to them of the purchase, ownership, and disposition of the Series 2014B Notes, including the tax consequences under federal, state, local, foreign, and other tax laws and the possible effects of changes in federal or other tax laws. Related Tax Matters: The Internal Revenue Service (the "Service") has an ongoing program of auditing tax-exempt obligations to determine whether, in the view of the Service, interest on such tax-exempt obligations is includable in the gross income of the owners thereof for federal income tax purposes. It cannot be predicted whether or not the Service will commence an audit of the Series 2014B Notes. If an audit is commenced, under current procedures the Service may treat the City as a taxpayer and the bondholders may have no right to participate in such procedure. The commencement of an audit could adversely affect the market value and liquidity of the Series 2014B Notes until the audit is concluded, regardless of the ultimate outcome. Payments of interest on, and proceeds of the sale, redemption or maturity of, tax-exempt obligations, including the Series 2014B Notes, are in certain cases required to be reported to the Service. Additionally, backup withholding may apply to any such payments to any Series 2014B Note owner who fails to provide an accurate Form W-9 Request for Taxpayer Identification Number and Certification, or a substantially identical form, or to any bond owner who is notified by the Service of a failure to report any interest or dividends required to be shown on federal income tax returns. The reporting and backup withholding requirements do not affect the excludability of such interest from gross income for federal tax purposes. Current and future legislative proposals, including some that carry retroactive effective dates, if enacted into law, or clarification of the Code may cause interest on the Series 2014B Notes to be subject, directly or indirectly, to federal income taxation, or otherwise prevent owners of the Series 2014B Notes from realizing the full current benefit of the tax status of such interest. For example, Representative David Camp, Chair of the House Ways and Means Committee released draft legislation that would subject interest on the Series 2014B Notes to a federal income tax at an effective rate of 10% or more for individuals, trusts and estates in the highest tax bracket, and the Obama Administration 7 proposed legislations that would limit the exclusion from gross income of interest on obligations like the Series 2014B Notes to some extent for taxpayers whose income is subject to higher marginal income tax rates. Other proposals have been made that could significantly reduce the benefit of, or otherwise affect, the exclusion from gross income of interest on obligations like the Series 2014B Notes. The introduction or enactment of any such legislative proposals or clarification of the Code may also affect, perhaps significantly, the market price for, or marketability of, the Series 2014B Notes. Prospective purchasers of the Series 2014B Notes should consult their own tax advisors regarding any pending or proposed tax legislation, as to which Bond Counsel expresses no opinion. Opinion: Bond Counsel's opinion is not a guarantee of a result, or of the transaction on which the opinion is rendered, or of the future performance of parties to the transaction, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings and court decisions and the representations and covenants of the City described in this section. No ruling has been sought from the Service with respect to the matters addressed in the opinion of Bond Counsel and Bond Counsel's opinion is not binding on the Service. Bond Counsel assumes no obligation to update its opinion after the issue date to reflect any further action, fact or circumstance, or change in law or interpretation, or otherwise. With Respect to the Series 2014C Notes: Federal Taxabilitv and Related Considerations: The following discussion is a summary of certain Federal income tax consequences relating to the purchase, ownership, and disposition of the Series 2014C Notes, based on certain relevant provisions of the Code. This discussion does not purport to deal with all aspects of Federal income taxation that may affect particular investors in light of their individual circumstances, and is limited to investors who hold the Series 2014C Notes as capital assets under Section 1221 of the Code, which generally means property held for investment. Prospective investors, particularly those subject to special rules, should consult their tax advisors regarding the consequences of purchasing, owning, and disposing of the Series 2014C Notes for Federal income tax purposes, and for State and local tax purposes. In general, interest on the Series 2014C Notes is includable in the gross income of the owners thereof as ordinary interest income for Federal income tax purposes. Except for original issue discount, which accrues under special rules, interest income on the Series 2014C Notes is so included in the gross income of the owners when accrued or received in accordance with the owner's regular method of Federal tax accounting. In general, upon the sale, exchange, or redemption of a Series 2014C Note, an owner will recognize taxable gain or loss in an amount equal to the difference between the amount realized and the owner's adjusted tax basis in the Series 2014C Note. An owner's adjusted tax basis in a Series 2014C Note generally will equal the owner's initial cost of the Series 2014C Note, plus any accrued original issue discount and accrued market discount previously included in the owner's taxable income. Such gain or loss generally will be capital gain or loss. Such gain or loss generally will be long-term capital gain or loss if the owner has held the Series 2014C Note for more than one year. Subject to various special rules, the Code currently provides preferential treatment for certain net long-term capital gains realized by individuals and generally limits the use by any taxpayer of capital losses to reduce ordinary income. In general, information reporting requirements will apply to non-corporate owners of Series 2014C Notes with respect to payments of the principal of and interest on the Series 2014C Notes and proceeds of sale of such Series 2014C Notes before maturity. Backup withholding at a rate of 28% generally will apply to such payments unless the owner: (i) is a corporation or other exempt recipient and, when required, demonstrates that fact, or (ii) provides a correct taxpayer identification number, certifies under penalties of perjury when required that such owner is not subject to backup withholding, and has not been notified by the IRS that it has failed to report all interest and dividends required to be shown on its Federal income tax returns. STATE TAXABILITY Interest on the Notes is not exempt from present state of Iowa income taxes. Prospective purchasers of the Notes should consult their tax advisors regarding the applicability of such state and local taxes. 8 CHANGES IN FEDERAL AND STATE TAX LAW From time to time, there are executive, regulatory and legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to herein or adversely affect the marketability or market value of the Notes or otherwise prevent holders of the Notes from realizing the full benefit of the tax exemption of interest on the Notes. Further, such proposals may impact the marketability or market value of the Notes simply by being proposed. One such proposal is the American Jobs Act of 2011 (S.1549) (the "Jobs Act')which was introduced in the Senate on September 13, 2011 at the request of President Obama. If enacted in its current form, the Jobs Act could adversely impact the marketability and market value of the Notes and prevent certain bondholders (depending on the financial and tax circumstances of the particular bondholder) from realizing the full benefit of the tax exemption of interest on the Notes. In addition, on September 29, 2011, President Obama submitted to Congress a legislative proposal entitled the "Debt Reduction Act of 2011" (the "Reduction Act'). If enacted, as proposed, the Reduction Act would require the Office of Management and Budget to establish a steadily declining ratio for debt as a percentage of Gross Domestic Product and would impose a penalty in the event that Congress failed to meet the requirements, including automatic sequestration of spending and the reduction in the value of certain tax incentives, including interest on tax-exempt municipal notes, potentially (in the extreme) eliminating the exemption from taxation that tax- exempt municipal notes held at the time of issuance. It cannot be predicted whether or in what form any such proposals might be enacted or whether if enacted it would apply to notes issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value, marketability or tax status of the Notes. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Notes would be impacted thereby. It is possible that further legislation will be proposed or introduced that could result in changes in the way that tax exemption is calculated, or whether interest on certain securities are exempt from taxation at all. Prospective purchasers should consult with their own tax advisors regarding the Jobs Act and/or the Reduction Act and any other pending or proposed federal income tax legislation. The likelihood of the Jobs Act or the Reduction Act being enacted or whether the currently proposed terms of the Jobs Act and/or the Reduction Act will be altered or removed during the legislative process cannot be reliably predicted. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Notes, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any proposed or pending legislation, regulatory initiatives or litigation. RATING The Notes have an uninsured rating of by ` ' by Moody's Investors Service (Moody's). In addition, Moody's currently rates the City's outstanding uninsured General Obligation Debt as ` _'. Such ratings reflect only the view of the rating agency and any explanation of the significance of such rating may only be obtained from the respective rating agency. There is no assurance that such ratings will continue for any period of time or that they will not be revised or withdrawn. 9 INVESTMENT CONSIDERATIONS A PROSPECTIVE PURCHASER OF THE NOTES SHOULD BE AWARE THAT THERE ARE CERTAIN INVESTMENT CONSIDERATIONS ASSOCIATED WITH THE NOTES. EACH PROSPECTIVE PURCHASER OF THE NOTES IS ENCOURAGED TO READ THIS PRELIMINARY OFFICIAL STATEMENT IN ITS ENTIRETY, AND TO GIVE PARTICULAR ATTENTION TO THE CONSIDERATIONS DESCRIBED BELOW WHICH, AMONG OTHERS, COULD AFFECT THE PAYMENT OF DEBT SERVICE AND THE MARKET PRICE ON THE NOTES. THE FOLLOWING STATEMENTS REGARDING CERTAIN INVESTMENT CONSIDERATIONS SHOULD NOT BE CONSIDERED A COMPLETE DESCRIPTION OF ALL CONSIDERATIONS IN THE DECISION TO PURCHASE THE NOTES. Additional Indebtedness: The City reserves the right to issue additional bonds payable from the same sources and ranking on a parity with each series of the Notes. Investment Rating: The rating assigned to the Notes by Moody's Investors Service, Inc. (the "Rating Agency") reflects only the Rating Agency's view of the likelihood the noteholders will receive payments of interest when due and principal on the Bonds on their respective maturity dates. There is no assurance that the rating will remain for any given period of time or that the rating will not be lowered, suspended or withdrawn by the Rating Agency if, in the Rating Agency's judgment, circumstances so warrant based upon factors prevailing at the time. The lowering, suspension or withdrawal of the investment rating initially assigned to the Notes could adversely affect the market price and the market for the Notes. Secondary Market: Although the City anticipates that the Underwriter(s) will make a market for the Notes, such market making may be discontinued at any time. There can be no assurance that there will be a secondary market for the Notes, and the absence of such a market could result in investors not being able to resell their Bonds should they need or wish to do so. Redemption of Notes: The Notes due after June 1, 2021 will be subject to call prior to maturity in whole, or from time to time in part, in any order of maturity and within a maturity by lot on said date or on any date thereafter at the option of the City, upon terms of par plus accrued interest to date of call. The redemption of the Notes prior to their stated maturity may subject noteholders to the risk of reinvestment at a time when comparable returns are not available. FINANCIAL ADVISOR The City has retained Independent Public Advisors, LLC, Johnston, Iowa as financial advisor (the "Financial Advisor") in connection with the preparation of the issuance of the Notes. In preparing the Preliminary Official Statement, the Financial Advisor has relied on government officials, and other sources to provide accurate information for disclosure purposes. The Financial Advisor is not obligated to undertake, and has not undertaken, an independent verification of the accuracy, completeness, or fairness of the information contained in the Preliminary Official Statement. Independent Public Advisors, LLC is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. CONTINUING DISCLOSURE In order to permit bidders for the Notes and other Participating Underwriters in the primary offering of the Notes to comply with paragraph (b)(5) of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the City will covenant and agree, for the benefit of the registered holders or beneficial owners from time to time of the outstanding Bonds, in the resolution authorizing the issuance of the Bonds and the Continuing Disclosure Certificate, to provide annual reports of specified information and notice of the occurrence of certain material events as hereinafter described (the "Disclosure Covenants"). The information to be provided on an annual basis, the events as to which notice is to be given, and a summary of other provisions of the Disclosure Covenants, including termination, amendment and remedies, are set forth as APPENDIX C to this 10 Preliminary Official Statement. [Compliance Statement]. CERTIFICATION The City has authorized the distribution of this Preliminary Official Statement for use in connection with the initial sale of the Notes. I have reviewed the information contained within the Preliminary Official Statement prepared on behalf of the City of Dubuque, Iowa, by Independent Public Advisors, LLC., Johnston, Iowa, and said Preliminary Official Statement does not contain any material misstatements of fact nor omission of any material fact regarding the issuance of $18,815,000* General Obligation Capital Loan Notes, Series 2014B, or $7,615,000 Taxable General Obligation Capital Loan Notes, Series 2014C. CITY OF DUBUQUE,IOWA /s/Jenny Larson,Budget Director *Preliminary; subject to change. 11 PROPERTY VALUES IOWA PROPERTY VALUATIONS In compliance with Section 441.21 of the Code of Iowa, the State Director of Revenue annually directs all County Auditors to apply prescribed statutory percentages to the assessments of certain categories of real property. The assessments finalized as of January 1 of each year are applied to the following fiscal year. The 2013 final Actual Values were adjusted by the Dubuque County Auditor. The reduced values, determined after the application of rollback percentages, are the Taxable Values subject to tax levy. For assessment year 2013, the Taxable Value rollback rate was 54.4002% of Actual Value for residential property; 43.3997% of Actual Value for agricultural property; 95% of Actual Value for commercial, industrial, and railroad property, and 100% of Actual Value for utility property. A The Legislature's intent has been to limit the growth of statewide taxable valuations for most classes of property to 4% annually; utility taxable valuation growth is limited to 8%. Political subdivisions whose taxable values are thus reduced or are unusually low in growth are allowed to appeal the valuations to the State Appeal Board, in order to continue to fund present services. 1/1/2013 VALUATIONS(Taxes payable July 1,2014 through June 30,2015) 100% Taxable Value Actual Value (With Rollback) Residential $2,397,450,876 $1,304,228,970 Commercial 833,015,182 791,364,507 Industrial 76,979,020 73,130,082 Railroad 2,913,414 2,767,743 Utilities w/o Gas & Electric 9,076,071 9,076,071 Other 691,095 656,541 Gross valuation $3,320,125,658 $2,181,223,914 Less military exemption (5,754,162) (5,754,162) Net valuation $3,314,371,496 $2,175,469,752 TIF increment(used to compute debt service levies and constitutional debt limit) $368,297,270 $346,925,191 Taxed separately Ag. Land&Buildings $6,855,023' 2,975,049 Utilities—Gas & Electric 172,750,627 $74,630,158 2013 GROSS TAXABLE VALUATION BY CLASS OF PROPERTYz Taxable Percent Valuation Total Residential $1,304,228,970 57.739% Ag. Land& Ag. Buildings 2,975,049 0.132% Commercial, Industrial, Other, Railroad&Utility 876,994,944 38.825% Utilities—Gas & Electric 74,630,158 3.304% Excludes $151,646 of TIF ag land. 2 Before military exemption, and exclusive of taxable TIF increment. 12 Total Gross Taxable Valuation $2,258,829,121 100.00% TREND OF VALUATIONS The 100% Actual Valuations, before rollback and after reduction of military exemption, include Ag. Land, Ag. Buildings, TIF Increment, and Gas & Electric Utilities. The Taxable Valuations, with the rollback and after the reduction of military exemption, exclude the Taxable TIF Increment, Ag. Land and Ag Buildings. Iowa cities certify operating levies against Taxable Valuation excluding the Taxable TIF Increment and debt service levies are certified against Taxable Valuations including the Taxable TIF Increment. Taxable Assessment Payable 100% Valuation Taxable Year Fiscal Year Actual Valuation (With Rollback) TIF Increment 2009 2010-11 $3,486,704,735 $1,980,445,335 $249,501,324 2010 2011-12 3,553,386,961 2,034,470,780 279,611,679 2011 2012-13 3,633,462,506 2,108,760,803 299,591,318 2012 2013-14 3,672,620,304 2,171,073,899 300,503,112 2013 2014-15 3,862,426,062 2,250,099,910 346,925,191 LARGER TAXPAYERS Property 1/1/2013 Taxpayer Type Taxable Valuation Interstate Power&Light Utility $110,088,117 Peninsula Gaming Company Commercial 61,326,990 Black Hills Energy Corp Utility 51,291,285 Kenney Mall, INC Commercial 35,312,608 Progressive Processing LLC Commercial 21,397,890 Medical Associates Reality Commercial 21,307,839 Nordstrom, INC Commercial 18,599,295 Walter Development LLC Commercial 16,639,474 McGraw-Hill Global Education Commercial 15,907,747 Otto A LLC Industrial 14,100,000 LEGISLATION From time to time, legislative proposals are pending in Congress and the Iowa General Assembly that would, if enacted, alter or amend one or more of the property tax matters described herein. It cannot be predicted whether or in what forms any of such proposals, either pending or that may be introduced, may be enacted, and there can be no assurance that such proposals will not apply to valuation, assessment or levy procedures for taxes levied by the City or have an adverse impact on the future tax collections of the City. Purchasers of the Notes should consult their tax advisors regarding any pending or proposed federal or state tax legislation. The opinions expressed by Bond Counsel are based upon existing legislation as of the date of issuance and delivery of the Notes and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending federal or state tax legislation. Iowa Code section 76.2 provides that when an Iowa political subdivision issues general obligation debt: "The governing authority of these political subdivisions before issuing bonds shall, by resolution, provide for the assessment of an annual levy upon all the taxable property in the political subdivision sufficient to pay the interest and principal of the bonds within a period named not exceeding the applicable period of time specified in section 76.1. A certified copy of this resolution shall be filed with the county auditor or the auditors of the counties in which the political subdivision is located; and the filing shall make it a duty of the auditors to enter annually this levy for collection from the taxable 13 property within the boundaries of the political subdivision until funds are realized to pay the bonds in full." Iowa Code section 76.1 provides that the annual levy shall be sufficient to pay the interest and approximately such portion of the principal of the bonds as will retire them in a period not exceeding twenty years from the date of issue, except for certain bonds issued for disaster purposes and bonds issued to refund or refinance bonds issued for such disaster purposes which may mature and be retired in a period not exceeding thirty years from date of issue. 2013 Property Tax Legislation: During its 2013 session the Iowa Legislature enacted, and the Governor signed, Senate File 295 ("SF 295'). Among other things, SF295 limits annual assessed value growth with respect to residential and agricultural property (from 4% to 3%), reduces the taxable value applicable to commercial, industrial and railroad property to 95% for the 2013 assessment year and 90% for the 2014 assessment year and all years thereafter, and provides a partial exemption on telecommunications property. SF295 also creates a new classification for multiresidential properties (which were previously taxed as commercial properties), and assigns an incremental rollback percentage over several years for such multiresidential properties, such that the rollback determination will match that for residential properties in the 2022 assessment year. As a result of SF 295, local governments expect to experience reductions in property tax revenues over the next several fiscal years. SF 295 includes state-funded replacement for a portion of the expected reduction in property tax revenues to the local governments, but such replacement funding is limited in both amount and duration of availability. The City does not expect the state replacement funding to fully address the property tax reductions resulting from SF 295. 414# 14 INDEBTEDNESS DEBT LIMIT Article XI, Section 3 of the State of Iowa Constitution limits the amount of debt outstanding at any time of any county, municipality or other political subdivision to no more than 5% of the actual value of all taxable property within the corporate limits, as taken from the last state and county tax list. The debt limit for the City, based on its 2013 Actual Valuations applicable to fiscal year 2014-15 the is as follows: 1/1/2013 (Fiscal Year 2014-15) Actual Valuation of Property 1F$3,868,180,224 Less Military Exemption (5,754,162) Net Valuation $3,862,426,062 Constitutional Debt Percentage5.00% Constitutional Debt Limit 193,121,303 Less: Applicable General Obligation Debt (118,605,000) Less: Urban Renewal Debt (22,792,464) Less: Rebate Agreements (26,036,073) Less: General Fund Lease13( 5.000) Constitutional Debt Margin $25,552,766 15 DIRECT DEBT First Lien General Obligation Debt(Includes the Notes) Principal Date Original Final Outstanding of Issue Amount Pumose Maturity As of 11/07/14 10/03 $2,110,000 Corporate Purpose 06/23 $1,130,000 04/05A 1,750,000 Corporate Purpose 06/24 1,080,000 04/05B 4,270,000 Urban Renewal 06/21 3,195,000 05/06A 2,900,000 Corporate Purpose 06/25 1,970,000 11/07A 1,055,000 General Obligation Sewer 06/17 390,000 10/08A 3,885,000 General Obligation Stormwater 06/28 3,040,000 10/08B 3,290,000 Urban Renewal 06/23 2,215,000 10/08C 2,465,000 Taxable Urban Renewal 06/18 1,560,000 11/09A 2,935,000 Corporate Purpose 06/29 2,430,000 11/09B 11,175,000 Corporate Purpose 06/29 9,330,000 11/09C 8,885,000 Refunding 06/21 5,500,000 08/10A 4,470,000 Corporate Purpose &Refunding 06/30 3,780,000 08/10B 2,675,000 Taxable Urban Renewal 06/30 2,400,000 08/10C 2,825,000 Urban Renewal 06/30 2,480,000 09/11A 6,330,000 Corporate Purpose 06/31 5,805,000 09/1113 1,590,000 Corporate Purpose 06/26 1,390,000 03/12A 4,380,000 Urban Renewal 06/31 4,175,000 03/12B 7,495,000 Corporate Purpose 06/31 7,075,000 06/12C 6,965,000 Taxable Urban Renewal 06/32 6,700,000 06/12D 7,175,000 Corporate Purpose 06/32 6,705,000 12/12E 3,640,000 Corporate Purpose 06/32 3,445,000 12/12F 1,035,000 Taxable Urban Renewal 06/22 1,035,000 11/12G 950,000 Refunding 06/17 575,000 12/12H 2,385,000 Urban Renewal 06/32 2,385,000 12/1 7,285,000 Taxable Refunding 06/21 5,195,000 12/ 18,815,000* Corporate Purpose 06/34 18,815,000 12/ 7,615,000* Taxable Corporate Purpose 06/34 7,615,000 Total $111,415,000 Second Lien Sales Tax Increment General Obligation Debt Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 11/07/14 06/14 $7,190,000 Flood Mitigation 06/29 $7,190,000 Total First& Second Lien General Obligation Debt Subject to the Debt Limit $118,605,000 16 ANNUAL FISCAL YEAR DEBT SERVICE PAYMENTS First Lien General Obligation Debt(Includes the Notes) Current Outstanding Total G.O. Debt The Series 2014B Notes The Series 2014C Notes G.O. Debt Fiscal Principal and Principal and Principal and Principal and Year Principal Interest Principal* Interest Principal* Interest Principal Interest FY 2014-15 $6,560,000 $9,413,281 $251,677 $134,919 $6,560,000 9,799,877 FY 2015-16 6,685,000 9,371,726 $870,000 1,393,721 $100,000 380,756 7,655,000 11,146,203 FY 2016-17 6,920,000 9,419,396 875,000 1,391,326 100,000 379,676 7,895,000 11,190,398 FY 2017-18 6,790,000 9,079,169 895,000 1,401,789 105,000 383,246 7,790,000 10,864,203 FY 2018-19 6,290,000 8,363,150 910,000 1,404,527 130,000 406,335 7,330,000 10,174,012 FY 2019-20 6,360,000 8,236,180 925,000 1,404,421 135,000 408,384 7,420,000 10,048,985 FY 2020-21 5,950,000 7,616,723 935,000 1,396,476 160,000 429,941 7,045,000 9,443,140 FY 2021-22 4,485,000 5,943,091 965,000 1,404,878 425,000 690,429 5,875,000 8,038,398 FY 2022-23 4,440,000 5,744,140 45,000 1,360,270 440,000 692,594 5,825,000 7,797,004 FY 2023-24 4,080,000 5,226,489 965,000 1,354,755 450,000 688,690 5,495,000 7,269,934 FY 2024-25 4,080,000 5,080,878 995,000 1,357,928 470,000 693,840 5,545,000 7,132,646 FY 2025-26 4,020,000 4,871,841 935,000 1,267,581 480,000 687,437 5,435,000 6,826,859 FY 2026-27 4,010,000 4,711,159 960,000 1,263,315 500,000 689,677 5,470,000 6,664,151 FY 2027-28 4,010,000 4,554,843 995,000 1,267,499 520,000 690,577 5,525,000 6,512,919 FY 2028-29 3,865,000 4,248,941 1,030,000 1,269,863 540,000 690,037 5,435,000 6,208,841 FY 2029-30 2,975,000 3,201,766 1,065,000 1,270,358 565,000 693,491 4,605,000 5,165,615 FY 2030-31 2,355,000 2,474,324 1,080,000 1,247,657 590,000 695,552 4,025,000 4,417,533 FY 2031-32 1,110,000 1,148,790 1,115,000 1,243,777 610,000 691,244 2,835,000 3,083,811 FY 2032-33 1,160,000 1,247,968 635,000 690,624 1,795,000 1,938,592 FY 2033-34 1,195,000 F1,239,932 660,000 688,446 1,855,000 1,928,378 Total $84,985,000 $18,815,000 $7,615,000 $111,415,000 *Preliminary, subject to change. 17 Second Lien General Obligation Debt Current Outstanding G.O. Debt Fiscal Principal and Year Principal Interest FY 2014-15 99,228 FY 2015-16 91,043 FY 2016-17 80,543 FY 2017-18 76,343 FY 2018-19 71,993 FY 2019-20 67,493 FY 2020-21 62,618 FY 2021-22 57,193 FY 2022-23 $115,000 166,593 FY 2023-24 1,075,000 1,120,570 FY 2024-25 1,125,000 1,164,195 FY 2025-26 1,125,000 1,344,250 FY 2026-27 1,200,000 1,363,000 FY 2027 1,250,000 1,365,000 FY 2021-111,300,000 365,000 Total $7,190,000 Urban Renewal Revenue Debt Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 11/07/14 12/03 $140,000 Vessel Systems 06/15 $19,433 02/04 500,000 Adams Company 06/15 45,456 06/04 182,000 Lower Main Development 06/16 48,302 11/06 810,323 TWesen Supply 06/18 401,194 10/07 25,000 Port of Dubuque Parking Ramp 06/37 21,750,000 08/09 529 40 Main LLC 06/37 528,079 Total $22,792,464 18 OTHER DEBT The City has debt payable solely from the net water revenues of the City's water system as follows: Water Revenue Debt Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 11/07/14 10/07 $915,000 Water Improvements (SRF) 06/28 $695,000 11/08D 1,195,000 Water Improvements 06/23 835,000 11/09 6,394,000 Water Improvements (SRF) 06/31 5,633,000 09/1 OD 5,700,000 Water Improvements 06/30 5,135,000 Total $12,298,000 b& The City has debt payable solely from the net sewer revenues of the City's sewer system as follows: Sewer Revenue Debt Principal Date Original Final Outstanding of Issue Amount Purpose Maturitv As of 11/07/14 12/06 $688,371 Sewer Improvements (SRF) 06/31 $581,879 08/10 74,285,000 Sewer Improvements (SRF) 06/29 67,853,578 Total $68,435,457 The City has debt payable solely from the net sewer revenues of the City's stormwater system as follows: Stormwater Revenue Debt Principal Date Original Final Outstanding of Issue Amount Purpose Maturity As of 11/07/14 12/06 $769,024 Stormwater Improvements (SRF) 06/29 $657,039 01/09 1,847,000 Stormwater Improvements (SRF) 06/28 1,402,000 12/10 5,836,613 Stormwater Improvements (SRF) 06/41 5,182,106 Total $7,241,145 19 INDIRECT DEBT 1/1/2013 Portion of City's Taxable Taxable Value Percent Indirect Taxine District Valuation In the Citv Applicable GO DeW Portion Dubuque CSD $3,456,718,086 $2,597,025,101 75.13% $0 $0 Dubuque County 4,563,534,916 2,597,025,101 56.91% 0 0 Northeast Iowa Comm College 10,699,385,455 2,597,025,101 24.27% 57,245,000 13,894,882 TOTAL $13,894,882 DEBT RATIOS Debt/2013 Actual Market Value Debt/57,532 G.O. Debt $3,862,426,062 Population Direct General Obligation Debt $118,605,000 3.07% $2,061.55 Indirect General Obligation Debt 13,894,882 0.36% $241.52 Combined Debt $132,499,882 03% $2,303.06 LEVIES AND TAX COLLECTIONS(000'*1 Taxes Current %of Year Levied Collections Taxes of 2010-11 19,906 19,793 99.43% 2011-12 21,313 21,339 100.12% 2012-13 22,789 22,749 99.82% 2013-14 23,993 23,907 99.64% 2014-15 24,866 In process of collection After the assessment of property in a calendar year, taxes are levied for collection in the following fiscal year. Taxes are certified to the County Auditor in March. The County Treasurer collects taxes for all taxing entities in the County. Statutory dates for payment without penalty are September 30 for the first installment and March 31 for the second installment. Penalty rates are established by State law at 1%per month. School district figures exclude Sale and Service Tax Revenue Bonds. 20 TAX RATES Taxing FY2010/11 FY2011/12 FY2012/13 FY2013/14 FY2014/15 District $/$L000 $/$L000 $/$L000 $/$L000 $/$L000 City of Dubuque 10.02741 10.45111 10.78477 11.02586 11.02588 Dubuque County 6.50193 6.49167 6.43124 6.43124 6.43124 Dubuque CSD 16.88349 16.87685 15.40388 14.60281 13.99630 County Hospital 0.26409 0.26040 0.26961 0.26975 0.26974 City Assessor 0.25772 0.33842 0.36188 0.39028 0.29320 Ag. Extension 0.03219 0.07564 0.08174 0.08941 0.09731 Northeast Iowa CC 1.03532 1.07379 0.98407 0.90455 0.90807 State of Iowa 0.00340 0.00320 0.00330 0.00330 0.00330 Consolidated Rate 35.00555 35.57108 34.32049 33.71720 33.02504 LEVY LIMITS A city's general fund tax levy is limited to $8.10 per $1,000 of taxable value, with provision for an additional $0.27 per $1,000 levy for an emergency fund which can be used for general fund purposes (Code of Iowa, Chapter 384, Division I). Cities may exceed the $8.10 limitation upon authorization by a special levy election. Further, there are limited special purpose levies, which may be certified outside of the above-described levy limits (Code of Iowa, Section 384.12). The amount of the City's general fund levy subject to the $8.10 limitation is $8.10 for FY 2014-15 In addition, the City has certified special purpose levies outside of the above described levy limits for liability, property and self insurance costs, as well as debt service. The City will not use the emergency levy in FY 2014-15. Debt service levies are not limited. FUNDS ON HAND(Cash and Investments as of September 30,2014) ID Agency $11,474 Capital 30,921,946 Component Unit 6,111,839 Debt Service° (2,669) Enterprise 11,669,977 General 1,678,361 Internal Service 3,506,789 Permanent 70,392 Special 11,264,976 Total Cash and Investments 66,333,085 Deficit to be eliminated with transfers. 21 THE CITY CITY GOVERNMENT The City has been governed by a Council-Manager-Ward form of government since 1920. Policy is established by a Mayor and six council members, the mayor and two of the council members being elected at large and four members elected from wards. City Council members hold four year staggered terms. The City Clerk, City Manager and City Attorney are appointed by the City Council. EMPLOYEES,PENSIONS AND OPEB The City has 569 full and 82.3 full time equivalent part-time employees and 55.225 full time equivalent seasonal employees, including a police force of 109 sworn personnel and a fire department of 89 fire fighters. Of the City's 842 employees, 544 are currently enrolled in the Iowa Public Employees Retirement System (the "IPERS")pension plan administered by the State of Iowa. The City contributes to the Iowa Public Employees' Retirement System ("IPERS"), which is a state-wide multiple- employer cost-sharing defined benefit pension plan administered by the State of Iowa. IPERS provides retirement and death benefits which are established by State statute to plan members and beneficiaries. All full-time employees of the Issuer are required to participate in IPERS. IPERS plan members are required to contribute a percentage of their annual salary, in addition to the Issuer being required to make annual contributions to IPERS. Contribution amounts are set by State statute. The IPERS Comprehensive Annual Financial Report for its fiscal year ended June 30, 2013 (the "IPERS CAFR") indicates that as of June 30, 2013, the date of the most recent actuarial valuation for IPERS, the funded ratio of IPERS was 81.02%, and the unfunded actuarial liability was $5.787 billion. The IPERS CAFR is available on the IPERS website, or by contacting IPERS at 7401 Register Drive, Des Moines, IA 50321. See "APPENDIX B INDEPENDENT AUDITOR'S STATEMENTS" for additional information on IPERS. In fiscal year 2013, the Issuer's IPERS contribution totaled approximately $2,078,735, compared to a contribution in fiscal year 2012 of$1,964,764. See note 12 of the audited financial statements of the City attached as Appendix B for further information. The following table sets forth certain information about the funding status of IPERS that has been extracted from the IPERS CAFR. According to IPERS, as of the end of fiscal year 2013, there were approximately 342,652 total members participating in IPERS, including Issuer employees. Unfunded UAAL as a Actuarial %of Accrued Covered Liability Funded Payroll Fiscal Year Actuarial Value Actuarial Accrued (UAAL) Ratio Covered Payroll ([b]-[a]) Ended June 30 of Assets [a] Liability[b] [b]—[a] [a]/[b] [c] /[c] 2010 $21,537,458,560 $26,468,419,650 $4,930,961,090 81.37% $6,571,182,005 75.04% 2011 22,575,309,199 28,257,080,114 5,681,770,915 79.89% 6,574,872,719 86.42% 2012 23,530,094,461 29,446,197,486 5,916,103,025 79.91% 6,786,158,720 87.18% 2013 24,711,096,187 30,498,342,320 5,787,246,133 81.02% 6,880,131,134 84.12% Source: IPERS Comprehensive Annual Financial Report (Fiscal Year 2013) When calculating the funding status of IPERS for fiscal year 2013, the following assumptions were used: (1) the amortization period for the total unfunded actuarial liability is 30 years (which is consistent with the maximum acceptable amortization period set forth by the Governmental Accounting Standards Board ("GASB") in GASB Statement No. 25); (2) the rate of return on investments is assumed to be 7.5%; (3) salaries are projected to increase 4.0-17%for IPERS, depending on years of service; and (4) the rate of inflation is assumed to be 3.25%for prices and 4.0%for wages. Bond Counsel, the City, and the Financial Advisor undertake no responsibility for and make no representations as to the accuracy or completeness of the information available from the IPERS discussed above or included on the IPERS website, including, but not limited to, updates of such information on the State Auditor's website or links to other Internet sites accessed through the IPERS website. Consistent with Iowa Code section 509A.13, the Issuer offers post-retirement health and dental benefits ("OPEB") to all full-time employees of the Issuer who retire before attaining age 65. The group health insurance plan provided to full-time Issuer employees allows retirees to continue medical coverage until they reach age 65. Although retirees pay 100% of the "cost of coverage", the pre-age 65 group of retirees is grouped with the active employees when determining the cost of coverage. The computation creates an implicit rate subsidy that would not exist if the cost of the coverage for this group (pre-age 65 retirees)was computed separately and paid 100%by that group. As described in its audited financial statements, as of June 30, 2013, the City has an unfunded actuarial accrued liability relating to its OPEB in an amount of$5,720,577. The Issuer's end of year (as of June 30, 2013) net OPEB obligation is $3,363,982. See note 11 of the audited financial statements of the City attached as Appendix B for further information on OPEB obligations of the City. In addition, the City contributes to the Municipal Fire and Police Retirement System of Iowa (the "MFPRSI"), a benefit plan administered by a Board of Trustees. MFPRSI provides retirement, disability and death benefits that are established by State statute to plan members and beneficiaries. Plan members are required to contribute 9.40% of their earnable compensation and the City's contribution rate is 30.12% of earnable compensation. The City is current in its obligation to MFPRSI, their contributions to MFPRSI for the last three years has been: $3,177,159 in Fiscal Year 2011-12, $3,334,793 in Fiscal Year 2012-13 and $3,906,483 in Fiscal Year 2013-14. UNION C ONTRACT S City employees are represented by the following bargaining units: Bargaining Unit Contract Expiration Date Teamsters Local Union No 421 June 30, 2017 Teamsters Local Union No 421 Bus Operators June 30, 2017 Dubuque Professional Firefighters Association June 30, 2015 Dubuque Police Protective Association 5 June 30, 2015 International Union of Operating Engineers June 30, 2017 5 Currently under negotiation. 23 INSURANCE The City's insurance coverage is as follows: Type of Insurance Limits General Liability 15,000,000 Automobile Liability 15,000,000 Public Officials 15,000,000 Police Professional Liability 15,000,000 Boiler&Machinery 25,000,000 Property Blanket 492,563,640 Employees Crime Policy 1,000,000 Airport Commission 5,000,000 Airport Liability 20,000,000 24 GENERAL INFORMATION LOCATION AND TRANSPORTATION The City is located in northeast Iowa and serves as the county seat for Dubuque County. The City, with a 2010 Census population of 57,637, has a land area of 31.6 square miles. Annexation activity in recent years has been voluntary with over 760 acres annexed in the past five years. The City lies at the intersection of Highways 61/151 and 20. The City is located approximately 22 miles southwest of Platteville, Wisconsin; 92 miles southwest of Madison, Wisconsin; 84 miles northeast of Iowa City, Iowa; 65 miles north of the Quad Cities (Rock Island and Moline, Illinois and Bettendorf and Davenport, Iowa); 175 miles west of Chicago, Illinois and 185 miles northeast of Des Moines. Dubuque Regional Airport provides jet service to Chicago via American Airlines. Railroad service to the City is provided by the Iowa, Chicago & Eastern Railroad Corp, Canadian National/Illinois Central, and Burlington Northern Santa Fe Railroad Company (BNSF), as well as bus service being provided by Greyhound and Burlington Trailways. LARGEREMPLOYERS 40 A representative list of larger employers and employees in the City is as follows: Employer Type of Business Approximate # of Employees John Deere Dubuque Works Agriculture Equipment 2,400 Dubuque Community School District Education 1,946 Mercy Medical Center Healthcare 1,313 IBM Corp. Technology 1,300 University of Wisconsin-Platteville Education 1,105 Medical Associates Clinic, P.C. Healthcare 1,011 UnityPoint Health-Finley Hospital Healthcare 859 The City of Dubuque City Government 569 Eagle Window &Door Windows 550 Sedgwick Claims Processing 550 Diamond Jo Casino Gaming 510 Western Dubuque School District Education 501 Prudential Retirement Financial Services 500 Dubuque County County Government 472 Mystique Casino Gaming 454 Loras College Education 415 Flexsteel Industries Manufacturing 413 Cottingham&Butler Insurance 410 Northeast Iowa Community College Education 410 McGraw-Hill Higher Education Education Content 400 McKesson Data Processing 400 Medline Industries, Inc. Health Care Equipment 400 Hartig Drug Retail 393 Holy Family Catholic Schools Education 381 University of Dubuque Education 363 Mi-T-M Corporation Manufacturing 360 AY McDonald Manufacturing Company Manufacturing 358 Nordstrom Distribution& Retail 336 Source: Greater Dubuque Development Corporation,the City.. 25 BUILDING PERMITS6 City officials report the following construction activity as of September 30, 2014. Permits for the City are reported on a calendar basis. Fiscal Year Single Multi-Family Commercial Total Total Valuation 2010-11 88 89 15 3,020 134,246,328 2011-12 97 8 14 4,183 224,053,472 2012-13 20 3 2 464 16,898,273 2013-14 65 0 11 1,095 88,105,521 2014-15 28 0 4 481 17,572,816 US CENSUS DATA 1980 US Census 62,374 1990 US Census 57,546 2000 US Census 57,686 2010 US Census 57,63 Source: U.S.Census Bureau website. + , UNEMPLOYMENT RATES Calendar Year City of Dubuque 4 Average Dubuque'- CountV7 ofIowa- 2010 6.0% 6.2% 'RFMV6 3% 2011 5.3% 5.4% 5.8% 2012 4.6% 4.7% 5.2% 2013 4.5% 4.5% 4.6% 20149 4.3% 4.4% 4.4% Source: Iowa Workforce Development Center;revised May 2,2014. 1 6 Totals include single family, multi-family, commercial/industrial, remodeling, roofing, siding, decks, additions and other miscellaneous residential and commercial permits. Not seasonally adjusted. s Seasonally adjusted. 9 Average January through September. 26 EDUCATION Public education to the City is provided by the Dubuque Community School District, with certified enrollment for the 2013-2014 school year of 10,579. The Dubuque School District has two high schools, an alternative high school, three middle schools and thirteen elementary schools. The Archdiocese of Dubuque operates four Catholic elementary facilities, one middle school and one high school within the City. Higher education opportunities within the County include Loras College, Clarke University, University of Dubuque, and Northeast Iowa Community College, with local facilities in downtown Dubuque and Peosta(15 minutes west of Dubuque on Highway 20). FINANCIAL STATEMENTS The City's INDEPENDENT AUDITOR'S REPORTS for the fiscal year ended June 30, 2013 is reproduced in APPENDIX B. The City's certified public accountant has not consented to distribution of the audited financial statements and has not undertaken added review of their presentation. Further information regarding financial performance and copies of the City's prior Independent Auditor's Reports may be obtained from the City's Financial Advisor,Independent Public Advisors, LLC. b6 27 APPENDIX A: FORM OF LEGAL OPINION APPENDIX B: JUNE 30, 2013 INDEPENDENT AUDITOR'S REPORTS APPENDIX C: FORM OF CONTINUING DISCLOSURE CERTIFICATE STATE OF IOWA {SS: DUBUQUE COUNTY CERTIFICATION OF PUBLICATION I, Suzanne Pike, a Billing Clerk for Woodward Communications, Inc., an Iowa corporation, publisher of the Telegraph Herald,a newspaper of general circulation published in the City of Dubuque, County of Dubuque and State of Iowa; hereby certify that the attached notice was published in said newspaper on the following dates: October 23, 2014, and for which the charge is $39.15. Subscribed to before me, a Notary Public in and for Dubuque County, Iowa, this /41 day of 0-Kom4,.„/ , 20 /$4 . Notary Public in and for Dubuque County, Iowa. MARY IC WESTERMEYER pptivirkisticir1 Number 154885 My Comm': Expl,i FEB: 1_,10_11_ CITY OF'DUB(IQUE, IOWA OFFICIAL NOTICE NOTICE OFMEETING OF THE, CITY COUN- CIL OF THE CITY OF DUBUQUE, STATE OF IOWA, ON THE MAT- TER OF THE PRO- POSED :AUTHORIZA- TION OF A LOAN AGREEMENT AND THE ISSUANCE OF NOT. ;TO ,` EXCEED; $8,265,000 GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 2014, (FOR ESSEN.' TIAL xy -CORPORATES PURPOSES) ANDD THE PUBLIC `HEARING ON THE AUTHORIZATION AND ISSUANCE THEREOF:. PUBLIC NOTICE is hereby given that the Council of'theCity", of Dubuque, State ,of:=10- wa, will hold a public hearing on'the 3rd day of November, 20,14, at 6:30 o'clock P M., in the Historic Federal Build -1 ing, 350 West " 6th Street, Dubuque, Iowa, at which meeting the 1 Council proposes to take additional action for the authorization of I a Loan Agreement and the issdance, of not to fi exceed .$8,265,000 "Gen- eral Obligation Capital Loan Notes Series 2014;,for essential cor- porate or porate purposes of the , City morder to pays: costs of :aiding • in the planning, undertaking I and carrying out of ur- ban renewal projects, including, intermodal facility improvements, Millwork District park- ing improvements, homeownership pur- chase, rehabilitation and resale program costs, riverfront lease- hold improvements, land acquisition and rehab in the Dubuque Industrial Center West Urban Renewal. Project, Transit Building roof repairs, . Central Ave- nue Master Plan and bus storage `andmain- tenance facility im- provements. Principal and interest on the proposed (Lean, Agree- ment will be payable from the Debt Service Fund. At any time.before the, date of said meeting, a petition, asking " that the question of issuing such Notes 'be .'subnlit-:'� ted to the legal voters''! of said City,, may, be ' ! filed with the Clerk of said City in the manner provided by Section 362.4 of the City Code of Iowa, as amended at 50 W. 13th Street or cty clerk® cityofdubuque.o rg. At the above meeting ', the Council shall re- ceive oral or written objections from any ;' resident or property owner of the City, to the above action. After all objections have been received and con- sidered, the Council will at this meeting or at. any adjournment thereof, take additional action for the <authori- zation.of a Loan Agree- ment and the issuance of, Notes to . evidence the obligationof the City thereunder or will abandon the proposal. This Notice is given by order .of the Council of the City of Dubuque, 'State of Iowa, as pro vided by Sections 384.24, 384.24A and 384.25 of the City Code of Iowa, as amended. Any visual or hearing impaired persons needing special assis- tance or persons with special accessibility needs should contact the City Clerk's Office. at (563) 589.4100 or TDD (563) 556-9948 at least 48 hours prior to the meeting. Dated this 23th day of October, 2014. Kevin 5,Firnstahl City Clerk,;City of Dubuque, State of Iowa It 10/23