General Obligation Capital Loan Notes Complete Action - Series 2014B, 2014C Copyright 2014
City of Dubuque Action Items # 6.
ITEM TITLE: General Obligation Capital Loan Notes Complete Action - Series 2014B
and 2014C
SUMMARY: City Manager recommending approval of the suggested proceedings to
complete the action required on the recent Series 2014B and Series
2014C General Obligation Capital Loan Notes.
RESOLUTION Appointing Wells Fargo Bank, National Association of
Minneapolis, Minnesota, to serve as Paying Agent, Note Registrar, and
Transfer Agent, approving the Paying Agent and Note Registrar and
Transfer Agent Agreement and authorizing the execution of the agreement
RESOLUTION Appointing Wells Fargo Bank, National Association of
Minneapolis, Minnesota, to serve as Paying Agent, Note Registrar, and
Transfer Agent, approving the Paying Agent and Note Registrar and
Transfer Agent Agreement and authorizing the execution of the agreement
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt Resolution(s)
ATTACHMENTS:
Description Type
❑ MVM Memo City Manager Memo
❑ Staff Memo Staff Memo
❑ 2014B Complete Action Resolution Resolutions
❑ 2014C Complete Action Resolution Resolutions
❑ 2014BC Complete Action Bond Counsel Letter Supporting Documentation
THE CITY OF DubuquE
UBE I
erica .i
Masterpiece on the Mississippi 200,.2012.201,
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Proceedings to Complete Action on Issuance of $7,615,000 Taxable
General Obligation Capital Loan Notes, Series 2014C and $18,835,000
Tax-Exempt General Obligation Capital Loan Notes, Series 2014B
DATE: November 24, 2014
Budget Director Jennifer Larson recommends City Council approval of the suggested
proceedings to complete the action required on the recent Series 2014B and Series
2014C General Obligation Capital Loan Notes. The taxable General Obligation Capital
Loan Notes, Series 2014C will fund a portion of the City match for the Intermodal
Facility; Millwork District Parking Improvements; Homeownership Program; Parking
Ramp Improvements; Community Housing Initiative Partnership; and Industrial Park
Land Acquisition. The tax-exempt General Obligation Capital Loan Notes, Series 2014B
will fund Transit Building and Bus Stop Improvements; Ambulance Replacement; Fire
Station #2 Improvements; Park Improvements; Bunker Hill Golf Irrigation Improvements;
Downtown Loan Pool; Public Works Equipment Replacement; Public Works Curb Ramp
Program; Engineering Street Improvements; City Hall Improvements; Downtown ADA
Assistance; Public Safety Software Replacement; Parking Improvements; Airport New
Terminal Improvements; Sanitary Improvements; and Water Improvements.
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
and Dubuque Industrial Center Urban Renewal Areas as well as parking, airport, water
and sanitary fees and local option sales tax and gaming revenues.
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
2
THE CITY OF DubuquE
UBE I
erica .i
Masterpiece on the Mississippi 200,.2012.201,
TO: Michael C. Van Milligen, City Manager
FROM: Jennifer Larson, Budget Director
SUBJECT: Proceedings to Complete Action on Issuance of $7,615,000 Taxable
General Obligation Capital Loan Notes, Series 2014C and $18,835,000
Tax-Exempt General Obligation Capital Loan Notes, Series 2014B
DATE: November 24, 2014
INTRODUCTION
The purpose of this memorandum is to recommend proceedings to complete the action
required on the Series 2014B and 2014C bond issuance.
DISCUSSION
The Series 2014B bonds will be used as follows:
• $ 102,448 Transit Roof Repairs;
• $ 26,742 Transit Bus Stop Improvements;
• $ 213,856 Ambulance Replacement;
• $ 129,856 Fire Station #2 Improvements;
• $ 272,297 Park Improvements;
• $ 120,835 Bunker Golf Irrigation Improvements;
• $ 82,403 Downtown Loan Pool;
• $ 305,000 Public Works Equipment Replacement;
• $ 510,375 Public Works Curb Ramp Program;
• $ 739,625 Engineering Street Improvements;
• $ 205,348 Building City Hall Improvements;
• $ 5,149 Building ADA Assistance;
• $ 260,000 Public Safety Software Replacement;
• $ 185,000 Parking Improvements;
• $ 690,000 Airport New Terminal Utility Improvements;
• $ 66,066 Airport New Terminal Passenger Loading Bridges;
• $ 55,000 Airport New Terminal Furnishings;
• $5,670,000 Sanitary Improvements; and
• $9,195,000 Water Improvements.
The Series 2014C bonds will be used as follows:
• $4,465,692 Intermodal Facility;
• $ 418,446 Millwork District Parking;
• $ 589,113 Homeownership Program;
• $ 305,000 Parking Ramp Improvements;
• $ 196,749 Community Housing Initiative Partnership; and
• $1 ,640,000 Industrial Park Land Acquisition.
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
and Dubuque Industrial Center Urban Renewal Areas as well as parking, airport, water
and sanitary fees and local option sales tax and gaming revenues.
The first resolution appoints Wells Fargo Bank, National Association of Des Moines,
Iowa to serve as paying agent, bond registrar, and transfer agent, approves the paying
agent and bond registrar and transfer agent agreement and authorizes the execution of
the agreement.
The second resolution authorizes the issuance of Series 2014B and Series 2014C. The
resolution also incorporates by reference the form of the Continuing Disclosure
Certificate.
This is the final City Council action required on the bond issuance.
RECOMMENDATION
I respectfully recommend the adoption of the enclosed resolutions to complete the
action required on the Series 2014B and Series 2014C bond issuance.
JML
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Kenneth TeKippe, Finance Director
2
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@ a hlers law.com 515.246.0378
November 11, 2014
Via 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 2014B
• Taxable General Obligation Capital Loan Notes, Series 2014C
Dear Jenny:
c
We have now prepared and are enclosing herewith procedure to cover action taken
by the City Officials at 11:00 o'clock A.M. on November 17, 2014, to receive bids on the
above-mentioned issues. A separate set of procedure is enclosed for each type of
financing.
Sealed bids, electronic bids and facsimile bids will be received by the Finance
Director and listed in the minutes. After a final call for sealed bids, the bids should then
be opened and the best bid recorded. Sealed bids, electronic bids and facsimile bids are
permitted by the Terms of Sale. No other bids should be considered. All bids should
then be referred to the Council for award at their meeting at 6:30 o'clock P.M. that day.
The procedure then continues with the consideration of the bids received earlier and
the actual sale of the issue.
An extra copy of each set of procedure is enclosed to be filled in as the original and
certified back to this office.
j'
i
L'
WISHARD&BAILY-1888;GUERNSEY&BAILY-1893;BAILY&STIPP-1901;STIPP,PERRY,BANNISTER&STARZINGER-1914;BANNISTER,CARPENTER,
AHLERS&COONEY-1950;AHLERS.COONEY,DORWEILER,ALLBEE,HAYNIE&SMITH-1974;AHLERS,COONEY,DORWEILER,HAYNIE,SMITH&ALLBEE,P.C.-1990
November 11, 2014
Page 2
If you have any questions pertaining to the procedure enclosed or the above
mentioned instructions, please don't hesitate to contact our office.
VeE
o r ,
R. y
FOIRM
RMC:csm
Enclosures
cc: Ken TeKippe (via e-mail w/enc.)
Kevin Firnstahl (via e-mail w/enc.)
Tionna Pooler (via e-mail w/enc.)
01065566-1\10422-159
(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: December 1, 2014.
Time of Meeting: 6 3 0 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:
$18,835,000 General Obligation Capital Loan Notes, Series 2014B.
• Resolution Appointing Paying Agent, Note Registrar, and Transfer Agent, Approving the
Paying Agent and Note Registrar and Transfer Agent Agreement and Authorizing the
Execution of the Agreement.
• Approval of Tax Exemption Certificate.
• Approval of Continuing Disclosure Certificate.
• Resolution approving and authorizing a form of Loan Agreement and authorizing and
providing for the issuance of Capital Loan Notes and levying a tax to pay the Notes.
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.
uque, State of Iowa
December 1, 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 Pro Tem B r a i q, in the chair,
and the following named Council Members:
Mayor Buol (by phone', Joyce Connors, Ric Jones,
Kevin Lynch, David Resnick and Lynn Sutton
Absent: None
-1-
Council Member Ric Jones introduced the following resolution entitled
"RESOLUTION APPOINTING WELLS FARGO BANK, NATIONAL ASSOCIATION OF
MINNEAPOLIS, MINNESOTA, TO SERVE AS PAYING AGENT, NOTE REGISTRAR,
AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND NOTE REGISTRAR
AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF
THE AGREEMENT", and moved that the resolution be adopted. Council Member
Joyce Connors seconded the motion to adopt. The roll was called and the vote was,
AYES: mayor Buol, Karla Braiq, Joyce connors, Ric Jones,
Kevin Lynch, David Resnick and Lynn Sutton
NAYS: None
Whereupon, the Mayor declared the resolution duly adopted as follows:
Resolution No. 375-14
RESOLUTION APPOINTING WELLS FARGO BANK, NATIONAL
ASSOCIATION OF MINNEAPOLIS, MINNESOTA, TO SERVE AS
PAYING AGENT, NOTE REGISTRAR, AND TRANSFER AGENT,
APPROVING THE PAYING AGENT AND NOTE REGISTRAR
AND TRANSFER AGENT AGREEMENT AND AUTHORIZING
THE EXECUTION OF THE AGREEMENT
WHEREAS, $18,835,000 General Obligation Capital Loan Notes, Series 2014B, dated
December 8, 2014, have been sold and action should now be taken to provide for the
maintenance of records, registration of certificates and payment of principal and interest in
connection with the issuance of the notes; and
WHEREAS, this Council has deemed that the services offered by Wells Fargo Bank,
National Association of Minneapolis, Minnesota, are necessary for compliance with rules,
regulations, and requirements governing the registration, transfer and payment of registered
notes; and
WHEREAS, a Paying Agent, Note Registrar and Transfer Agent Agreement (hereafter
"Agreement") has been prepared to be entered into between the City and Wells Fargo Bank,
National Association.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, STATE OF IOWA:
-2-
Section 1. That Wells Fargo Bank, National Association of Minneapolis, Minnesota, is
hereby appointed to serve as Paying Agent, Note Registrar and Transfer Agent in connection
with the issuance of $18,835,000 General Obligation Capital Loan Notes, Series 2014B, dated
December 8, 2014.
Section 2. That the Agreement with Wells Fargo Bank, National Association of
Minneapolis, Minnesota, is hereby approved and that the Mayor and Clerk are authorized to sign
the Agreement on behalf of the City.
PASSED AND APPROVED this 1st day of December, 2014.
Mayor
ATTEST:
tO,
Council Member Ric Jones
moved that the form of Tax Exemption
Certificate be placed on file and approved. Council Member Joyce Connors seconded
the motion. The roll was called and the vote was,
AYES: Mayor Buol, Karla Braig, Joyce Connors, Ric Jones
Kevin Lynch, David Resnick and Lynn Sutton
None
Council Member Ric Jones moved that the form of Continuing Disclosure
Certificate be placed on file and approved. Council Member Joyce Connors seconded
the motion. The roll was called and the vote was,
AYES: Mayor Buol, Karla Braig, Joyce Connors, Ric Jones,
Kevin Lynch, David resnick and Lynn Sutton
NAYS: None
Council Member R i c Jones introduced the following Resolution entitled
"RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT
AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $18,835,000 GENERAL
OBLIGATION CAPITAL LOAN NOTES, SERIES 2014B, AND LEVYING A TAX TO PAY
THE NOTES" and moved that it be adopted. Council Member Joyce Connors
seconded the motion to adopt, and the roll being called thereon, the vote was as follows:
AYES: Mayor Runl, Karla Kraig, Joyce Connors, Ric Jones,
Kevin Lynch, David resnick and Lynn Sutton
NAYS: None
Whereupon, the Mayor declared said Resolution duly adopted as follows:
Resolution No. 375-14A
RESOLUTION APPROVING AND AUTHORIZING A FORM
OF LOAN AGREEMENT AND AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF $18,835,000 GENERAL
OBLIGATION CAPITAL LOAN NOTES, SERIES 2014B, AND
LEVYING A TAX TO PAY THE NOTES
WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of
the laws and Constitution of the State of Iowa; and
WHEREAS, the Issuer is in need of funds to pay costs of 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, essential corporate purposes, and it is deemed
necessary and advisable that General Obligation Capital Loan Notes to the amount of not to
exceed $18,335,000 be issued for said purposes; and
WHEREAS, pursuant to notice published as required by Section 384.25 of said Code,
this Council has held a public meeting and hearing upon the proposal to institute proceedings for
the issuance of said Notes, and the Council is therefore now authorized to proceed with the
issuance of said Notes for such purposes; and
WHEREAS, the Issuer is also in need of funds to pay costs of 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,
acquisition, improvement and equipping of recreation grounds, including the Bunker Hill Golf
Course and the concrete skate park, and improvements to City Hall, transit bus stops, Fire Station
#2 and Ham House, general corporate purposes, and it is deemed necessary and advisable that
General Obligation Capital Loan Notes to the amount of not to exceed $575,000 be authorized
for said purposes; and
-5-
WHEREAS, the Issuer has a population of more than 5,000 but not more than 75,000,
and the Notes for these purposes do not exceed $700,000; and
WHEREAS, pursuant to notice published as required by Section 384.26 (5) of said Code,
the Council of the City has held public meeting and hearing upon the proposal to institute
proceedings for the issuance of Notes for general corporate purposes in the amounts as above set
forth, and, no petition for referendum having been received, the Council is therefore now
authorized to proceed with the issuance of said Notes for such purposes thereof; and
WHEREAS, the Issuer is in need of funds to pay costs of acquisition, construction,
maintenance, improvement and equipping of parking ramps, parking lots, and street parking,
general corporate purposes, and it is deemed necessary and advisable that General Obligation
Capital Loan Notes to the amount of not to exceed $500,000 be authorized for said purposes; and
WHEREAS, the Issuer has a population of more than 5,000 but not more than 75,000,
and the Notes for these purposes do not exceed $700,000; and
WHEREAS, pursuant to notice published as required by Section 384.26 (5) of said Code,
the Council of the City has held public meeting and hearing upon the proposal to institute
proceedings for the issuance of Notes for general corporate purposes in the amounts as above set
forth, and, no petition for referendum having been received, the Council is therefore now
authorized to proceed with the issuance of said Notes for such purposes thereof; and
WHEREAS, the Issuer is also in need of funds to pay costs of aiding in the planning,
undertaking and carrying out of urban renewal projects, including Transit Building roof repairs,
Central Avenue Master Plan and bus storage and maintenance facility improvements, essential
corporate purposes, and it is deemed necessary and advisable that General Obligation Capital
Loan Notes to the amount of not to exceed $8,265,000 be authorized for said purposes; and
WHEREAS, pursuant to notice published as required by Sections 384.24 (3)(q) and
384.25 of said Code, this Council has held a public meeting and hearing upon the proposal to
institute proceedings for the issuance of said Notes, and no petitions for referendum having been
received, the Council is therefore now authorized to proceed with the issuance of said Notes for
such purposes; and
WHEREAS, pursuant to Sections 384.24, 384.24A and 384.28 of the City Code of Iowa,
it is hereby found and determined that the various general obligation notes authorized as
hereinabove described shall be combined for the purpose of issuance in a single issue of
$18,835,000 Corporate Purpose General Obligation Capital Loan Notes, Series 2014B as
hereinafter set forth;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, STATE OF IOWA:
-6-
Section 1. Definitions. The following terms shall have the following meanings in this
Resolution unless the text expressly or by necessary implication requires otherwise:
♦ "Authorized Denominations" shall mean $5,000 or any integral multiple
thereof.
• "Beneficial Owner" shall mean the person in whose name such Note is
recorded as the beneficial owner of a Note by a Participant on the records of such
Participant or such person's subrogee.
♦ "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Notes.
♦ "Continuing Disclosure Certificate" shall mean that certain Continuing
Disclosure Certificate executed by the Issuer and dated the date of issuance and delivery
of the Notes, as originally executed and as it may be amended from time to time in
accordance with the terms thereof.
♦ "Depository Notes" shall mean the Notes as issued in the form of one
global certificate for each maturity, registered in the Registration Books maintained by
the Registrar in the name of DTC or its nominee.
♦ "DTC" shall mean The Depository Trust Company, New York, New
York, a limited purpose trust company, or any successor book -entry securities depository
appointed for the Notes.
♦ "Issuer" and "City" shall mean the City of Dubuque, State of Iowa.
• "Loan Agreement" shall mean a Loan Agreement between the Issuer and a
lender or lenders in substantially the form attached to and approved by this Resolution.
♦ "Note Fund" shall mean the fund created in Section 4 of this Resolution.
• "Notes" shall mean $18,835,000 General Obligation Capital Loan Notes,
Series 2014B, authorized to be issued by this Resolution.
♦ "Participants" shall mean those broker-dealers, banks and other financial
institutions for which DTC holds Notes as securities depository.
♦ "Paying Agent" shall mean Wells Fargo Bank, National Association, or
such successor as may be approved by Issuer as provided herein and who shall carry out
the duties prescribed herein as Issuer's agent to provide for the payment of principal of
and interest on the Notes as the same shall become due.
-7-
♦ "Project" shall mean the costs of:
a) 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;
b) 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, acquisition, improvement and equipping of
recreation grounds, including the Bunker Hill Golf Course and the concrete skate park,
and improvements to City Hall, transit bus stops, Fire Station #2 and Ham House;
c) aiding in the planning, undertaking and carrying out of urban renewal projects,
including Transit Building roof repairs, Central Avenue Master Plan and bus storage and
maintenance facility improvements; and
d) acquisition, construction, maintenance, improvement and equipping of parking
ramps, parking lots, and street parking.
• "Project Fund" shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of the Notes.
♦ "Rebate Fund" shall mean the fund so defined in and established pursuant
to the Tax Exemption Certificate.
♦ "Registrar" shall mean Wells Fargo Bank, National Association of
Minneapolis, Minnesota, or such successor as may be approved by Issuer as provided
herein and who shall carry out the duties prescribed herein with respect to maintaining a
register of the owners of the Notes. Unless otherwise specified, the Registrar shall also
act as Transfer Agent for the Notes.
♦ "Representation Letter" shall mean the Blanket Issuer Letter of
Representations executed and delivered by the Issuer to DTC on file with DTC.
♦ "Resolution" shall mean this resolution authorizing the Notes.
♦ "Tax Exemption Certificate" shall mean the Tax Exemption Certificate
executed by the Finance Director and delivered at the time of issuance and delivery of the
Notes.
♦ "Treasurer" shall mean the Finance Director or such other officer as shall
succeed to the same duties and responsibilities with respect to the recording and payment
of the Notes issued hereunder.
Section 2. The form of Loan Agreement in substantially the form attached to this
Resolution is hereby approved and is authorized to be executed and issued on behalf of the Issuer
by the Mayor and attested by the City Clerk.
Section 3. Levy and Certification of Annual Tax; Other Funds to be Used.
(a) Levy of Annual Tax. That for the purpose of providing funds to pay the principal and
interest of the Notes hereinafter authorized to be issued, there is hereby levied for each
future year the following direct annual tax on all of the taxable property in the City of
Dubuque, State of Iowa, to -wit:
FISCAL YEAR (JULY 1 TO JUNE 30)
AMOUNT YEAR OF COLLECTION
$288,633.68* 2014/2015
$ 830,625 2015/2016
$ 828,726 2016/2017
$1,101,675 2017/2018
$1,571,226 2018/2019
$1,551,225 2019/2020
$1,535,926 2020/2021
$1,535,175 2021/2022
$1,483,526 2022/2023
$1,472,475 2023/2024
$1,475,826 2024/2025
$1,393,125 2025/2026
$1,386,926 2026/2027
$1,394,975 2027/2028
$1,400,444 2028/2029
$1,398,231 2029/2030
$1,378,407 2030/2031
$1,376,406 2031/2032
$1,378,007 2032/2033
$1,373,031 2033/2034
*No levy needed. Payable from capitalized interest and cash on hand/accrued interest.
(NOTE: For example the levy to be made and certified against the taxable valuations of
January 1, 2015, will be collected during the fiscal year commencing July 1, 2016).
(b) Resolution to be Filed With County Auditor. A certified copy of this Resolution shall
be filed with the Auditor of Dubuque County, Iowa and the Auditor is hereby instructed
in and for each of the years as provided, to levy and assess the tax hereby authorized in
Section 3 of this Resolution, in like manner as other taxes are levied and assessed, and
such taxes so levied in and for each of the years aforesaid be collected in like manner as
other taxes of the City are collected, and when collected be used for the purpose of
paying principal and interest on said Notes issued in anticipation of the tax, and for no
other purpose whatsoever.
(c) Additional City Funds Available. Principal and interest coming due at anytime when
the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly
paid when due from current funds of the City available for that purpose and
reimbursement shall be made from such special fund in the amounts thus advanced.
Section 4. Note Fund. Said tax shall be assessed and collected each year at the same time
and in the same manner as, and in addition to, all other taxes in and for the City, and when
-10-
collected they shall be converted into a special fund within the Debt Service Fund to be known
as the "GENERAL OBLIGATION CAPITAL LOAN NOTE FUND NO. 2" (the "Note Fund"),
which is hereby pledged for and shall be used only for the payment of the principal of and
interest on the Notes hereinafter authorized to be issued; and also there shall be apportioned to
said fund its proportion of taxes received by the City from property that is centrally assessed by
the State of Iowa.
Section 5. Application of Note Proceeds. Proceeds of the Notes other than accrued
interest except as may be provided below shall be credited to the Project Fund and expended
therefrom for the purposes of the Project. Any amounts on hand in the Project Fund shall be
available for the payment of the principal of or interest on the Notes at any time that other funds
shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund
at the earliest opportunity. Any balance on hand in the Project Fund and not immediately
required for its purposes may be invested not inconsistent with limitations provided by law or
this Resolution. Accrued interest, if any, shall be deposited in the Note Fund.
Section 6. Capitalized Interest Fund. There is hereby created a special capitalized
interest fund known as the "CAPITALIZED INTEREST FUND — 2014B" into which fund there
shall be deposited $288,633.68 of Note proceeds, which fund is hereby pledged to pay interest
payments on the 2014B Notes coming due on December 1, 2014, and June 1, 2015. Lender shall
be authorized to draw upon said Capitalized Interest Fund for the purpose of making payment of
the amounts of interest falling due on the 2014B Notes.
Section 7. Investments of Note Fund Proceeds. All moneys held in the Note Fund and the
Project Fund, shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2013, as
amended, or deposited in financial institutions which are members of the Federal Deposit
Insurance Corporation and the deposits in which are insured thereby and all such deposits
exceeding the maximum amount insured from time to time by FDIC or its equivalent successor
in any one financial institution shall be continuously secured in compliance with Chapter 12C of
the Code of Iowa, 2013, as amended, or otherwise by a valid pledge of direct obligations of the
United States Government having an equivalent market value. All such interim investments shall
mature before the date on which the moneys are required for payment of principal of or interest
on the Notes as herein provided.
Section 8. Note Details, Execution and Redemption.
(a) Note Details. General Obligation Capital Loan Notes, Series 2014B, of the
City in the total amount of $18,835,000, shall be issued to evidence the obligations of the
Issuer under the Loan Agreement pursuant to the provisions of Sections 384.24, 384.24A,
and 384.28 of the City Code of Iowa, as amended, for the aforesaid purpose. The Notes
shall be issued in one or more series and shall be on a parity and secured equally and
ratably from the sources provided in Section 3 of this Resolution. The Notes shall be
designated "GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 2014B", be
dated December 8, 2014, and bear interest from the date thereof, until payment thereof, at
the office of the Paying Agent, said interest payable on June 1, 2015, and semiannually
-11-
thereafter on the 1st day of June and December in each year until maturity at the rates
hereinafter provided.
The Notes shall be executed by the manual or facsimile signature of the Mayor
and attested by the manual or facsimile signature of the City Clerk, and impressed or
printed with the seal of the City and shall be fully registered as to both principal and
interest as provided in this Resolution; principal, interest and premium, if any, shall be
payable at the office of the Paying Agent by mailing of a check to the registered owner of
the Note. The Notes shall be in the denomination of $5,000 or multiples thereof and shall
mature and bear interest as follows:
Principal Interest . Maturity
Amount Rate June 1st
$ 230,000 3.000% 2016
$ 235,000 3.000% 2017
$ 515,000 3.000% 2018
$1,000,000 3.000% 2019
$1,010,000 3.000% 2020
$1,025,000 3.000% .2021
$1,055,000 3.000% 2022
$1,035,000 3.000% 2023
$1,055,000 3.000% 2024
$1,090,000 3.000% 2025
$1,040,000 3.000% 2026
$1,065,000 3.000% 2027
$1,105,000 3.125% 2028
$1,145,000 3.250% 2029
$1,180,000 3.375% 2030
$1,200,000 3.500% 2031
$1,240,000 3.500% 2032
$1,285,000 3.500% 2033
$1,325,000 3.625% 2034
(b) Redemption. Notes maturing after June 1, 2021, may be called for redemption
by the Issuer and paid before maturity on said date or any date thereafter, from any funds
regardless of source, in whole or from time to time in part, in any order of maturity and
within an annual maturity by lot. The terms of redemption shall be par, plus accrued
interest to date of call.
Thirty days' written notice of redemption shall be given to the registered owner of
the Note. Failure to give such notice by mail to any registered owner of the Notes or any
defect therein shall not affect the validity of any proceedings for the redemption of the
Notes. All Notes or portions thereof called for redemption will cease to bear interest after
-12-
the specified redemption date, provided funds for their redemption are on deposit at the
place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the
Notes to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of Notes to be called has been reached.
Section 9,. Issuance of Notes in Book -Entry Form; Replacement Notes.
(a) Notwithstanding the other provisions of this Resolution regarding registration,
ownership, transfer, payment and exchange of the Notes, unless the Issuer determines to permit
the exchange of Depository Notes for Notes in the Authorized Denominations, the Notes shall be
issued as Depository Notes in denominations of the entire principal amount of each maturity of
Notes (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid
amount); and such Depository Notes shall be registered in the name of Cede & Co., as nominee
of DTC. Payment of semi-annual interest for any Depository Note shall be made by wire transfer
or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the
interest payment date for the Notes at the address indicated in or pursuant to the Representation
Letter.
(b) With respect to Depository Notes, neither the Issuer nor the Paying Agent shall
have any responsibility or obligation to any Participant or to any Beneficial Owner. Without
limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall have
any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its
nominee or of any Participant with respect to any ownership interest in the Notes, (ii) the
delivery to any Participant, any Beneficial Owner or any other person, other than DTC or its
nominee, of any notice with respect to the Notes, (iii) the payment to any Participant, any
Beneficial Owner or any other person, other than DTC or its nominee, of any amount with
respect to the principal of, premium, if any, or interest on the Notes, or (iv) the failure of DTC to
provide any information or notification on behalf of any Participant or Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its
nominee to be, the absolute owner of each Note for the purpose of payment of the principal of,
premium, if any, and interest on such Note, for the purpose of all other matters with respect to
such Note, for the purpose of registering transfers with respect to such Notes, and for all other
purposes whatsoever (except for the giving of certain Noteholder consents, in accordance with
the practices and procedures of DTC as may be applicable thereto). The Paying Agent shall pay
all principal of, premium, if any, and interest on the Notes only to or upon the order of the
Noteholders as shown on the Registration Books, and all such payments shall be valid and
effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of,
premium, if any, and interest on the Notes to the extent so paid. Notwithstanding the provisions
of this Resolution to the contrary (including without limitation those provisions relating to the
surrender of Notes, registration thereof, and issuance in Authorized Denominations), as long as
the Notes are Depository Notes, full effect shall be given to the Representation Letter and the
procedures and practices of DTC thereunder, and the Paying Agent shall comply therewith.
-13-
(c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out its
functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the
Notes are no longer eligible for its depository services or (iii) a determination by the Paying
Agent that DTC has resigned or discontinued its services for the Notes, if such substitution is
authorized by law, the Issuer shall (A) designate a satisfactory substitute depository as set forth
below or, if a satisfactory substitute is not found, (B) provide for the exchange of Depository
Notes for replacement Notes in Authorized Denominations.
(d) To the extent authorized by law, if the Issuer determines to provide for the
exchange of Depository Notes for Notes in Authorized Denominations, the Issuer shall so notify
the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated
Notes to be so exchanged. The Registrar shall thereupon notify the owners of the Notes and
provide for such exchange, and to the extent that the Beneficial Owners are designated as the
transferee by the owners, the Notes will be delivered in appropriate form, content and Authorized.
Denominations to the Beneficial Owners, as their interests appear.
(e) . Any substitute depository shall be designated in writing by the Issuer to the
Paying Agent. Any such substitute depository shall be a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The
substitute depository shall provide for (i) immobilization of the Depository Notes, (ii)
registration and transfer of interests in Depository Notes by book entries made on records of the
depository orits nominee and (iii) payment of principal of, premium, if any, and interest on the
Notes in accordance with and as such interests may appear with respect to such book entries.
Section 10. Registration of Notes; Appointment of Registrar; Transfer; Ownership;
Delivery; and Cancellation.
(a) Registration. The ownership of Notes may be transferred only by the making
of an entry upon the books kept for the registration and transfer of ownership of the
Notes, and in no other way. Wells Fargo Bank, National Association is hereby appointed
as Registrar under the terms of this Resolution and under the provisions of a separate
agreement with the Issuer filed herewith which is made a part hereof by this reference.
Registrar shall maintain the books of the Issuer for the registration of ownership of the
Notes for the payment of principal of and interest on the Notes as provided in this
Resolution. All Notes shall be negotiable as provided in Article 8 of the Uniform
Commercial Code subject to the provisions for registration and transfer contained in the
Notes and in this Resolution.
(b) Transfer. The ownership of any Note may be transferred only upon the
Registration Books kept for the registration and transfer of Notes and only upon
surrender thereof at the office of the Registrar together with an assignment duly executed
by the holder or his duly authorized attorney in fact in such form as shall be satisfactory
to the Registrar, along with the address and social security number or federal employer
identification number of such transferee (or, if registration is to be made in the name of
-14-
multiple individuals, of all such transferees). In the event that the address of the
registered owner of a Note (other than a registered owner which is the nominee of the
broker or dealer in question) is that of a broker or dealer, there must be disclosed on the
Registration Books the information pertaining to the registered owner required above.
Upon the transfer of any such Note, a new fully registered Note, of any denomination or
denominations permitted by this Resolution in aggregate principal amount equal to the
unmatured and unredeemed principal amount of such transferred fully registered Note,
and bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
(c) Registration of Transferred Notes. In all cases of the transfer of the Notes, the
Registrar shall register, at the earliest practicable time, on the Registration Books, the
Notes, in accordance with the provisions of this Resolution.
(d) Ownership. As to any Note, the person in whose name the ownership of the
same shall be registered on the Registration Books of the Registrar shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of or on account of
the principal of any such Notes and the premium, if any, and interest thereon shall be
made only to or upon the order of the registered owner thereof or his legal representative.
All such payments shall be valid and effectual to satisfy and discharge the liability upon
such Note, including the interest thereon, to the extent of the sum or sums so paid.
(e) Cancellation. All Notes which have been redeemed shall not be reissued but
shall be cancelled by the Registrar. All Notes which are cancelled by the Registrar shall
be destroyed and a certificate of the destruction thereof shall be furnished promptly to the
Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled
Notes to the Issuer.
(f) Non -Presentment of Notes. In the event any payment check representing
payment of principal of or interest on the Notes is returned to the Paying Agent or if any
Note is not presented for payment of principal at the maturity or redemption date, if funds
sufficient to pay such principal of or interest on Notes shall have been made available to
the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the
owner thereof for such interest or payment of such Notes shall forthwith cease, terminate
and be completely discharged, and thereupon it shall be the duty of the Paying Agent to
hold such funds, without liability for interest thereon, for the benefit of the owner of such
Notes who shall thereafter be restricted exclusively to such funds for any claim of
whatever nature on his part under this Resolution or on, or with respect to, such interest
or Notes. The. Paying Agent's obligation to hold such funds shall continue for a period
equal to two years and six months following the date on which such interest or principal
became due, whether at maturity, or at the date fixed for redemption thereof, or
otherwise, at which time the Paying Agent, shall surrender any remaining funds so held
to the Issuer, whereupon any claim under this Resolution by the Owners of such interest
or Notes of whatever nature shall be made upon the Issuer.
-15-
(g) Registration and Transfer Fees. The Registrar may furnish to each owner, at
the Issuer's expense, one Note for each annual maturity. The Registrar shall furnish
additional Notes in lesser denominations (but not less than the minimum denomination)
to an owner who so requests.
Section 11. Reissuance of Mutilated, Destroyed, Stolen or Lost Notes. In case any
outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the
request of Registrar authenticate and deliver a new Note of like tenor and amount as the Note so
mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note to
Registrar, upon surrender of such mutilated Note, or in lieu of and substitution for the Note
destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and
Issuer that such Note has been destroyed, stolen or lost and proof of ownership thereof, and upon
furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other
reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the
Issuer may incur in connection therewith.
Section 12. Record Date. Payments of principal and interest, otherwise than upon full
redemption, made in respect of any Note, shall be made to the registered holder thereof or to
their designated Agent as the same appear on the books of the Registrar on the 15th day of the
month preceding the payment date. All such payments shall fully discharge the obligations of the
Issuer in respect of such Notes to the extent of the payments so made. Payment of principal shall
only be made upon surrender of the Note to the Paying Agent.
Section 13. Execution, Authentication and Delivery of the Notes. The Mayor and Clerk
shall execute and deliver the Notes to the Registrar, who shall authenticate the Notes and deliver
the same to or upon order of the Purchaser. No Note shall be valid or obligatory for any purpose
or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and
execute on such Note a Certificate of Authentication substantially in the form of the Certificate
herein set forth. Such Certificate upon any Note executed on behalf of the Issuer shall be
conclusive evidence that the Note so authenticated has been duly issued under this Resolution
and that the holder thereof is entitled to the benefits of this Resolution.
No Notes shall be authenticated and delivered by the Registrar unless and until there shall
have been provided the following:
1. A certified copy of the resolution of Issuer approving the execution of a Loan
Agreement and a copy of the Loan Agreement;
2. A written order of Issuer signed by the Finance Director directing the
authentication and delivery of the Notes to or upon the order of the Purchaser
upon payment of the purchase price as set forth therein;
3. The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, concerning the
validity and legality of all the Notes proposed to be issued.
-16-
Section 14. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right
to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to
each registered noteholder.
-17-
Section 15. Form of Note. Notes shall be printed in substantial compliance with standards
robosed by the American Standards Institute substantially in the form as follows:
-18-
(6)
(6)
(7)
(8)
(1)
(2)
(3)
(4)
(5)
(9)
(9a)
(10)
(Continued on the back of this Note)
(11)(12)(13)
(14)
(15)
FIGURE 1
(Front)
-18-
(10)
(Continued)
(16)
FIGURE 2
Back
-19-
The text of the Notes to be located thereon at the item numbers shown shall be as
follows:
Item 1, figure 1=
Item 2, figure 1=
Item 3, figure 1=
Item 4, figure 1=
Item 5, figure 1=
Item 6, figure 1=
Item 7, figure 1=
Item 8, figure 1=
"STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"GENERAL OBLIGATION CAPITAL LOAN NOTE"
"SERIES 201413"
"CORPORATE PURPOSE"
Rate:
Maturity:
Note Date: December 8, 2014
CUSIP No.:
"Registered"
Certificate No.
Principal Amount: $
Item 9, figure 1= The City of Dubuque, State of Iowa, a municipal corporation
organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the
"Issuer"), for value received, promises to pay from the source and as hereinafter provided, on the
maturity date indicated above, to
Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with
name of Registered Owner).
Item 10, figure 1 = or registered assigns, the principal sum of (principal amount
written out) THOUSAND DOLLARS in lawful money of the United States of America, on the
maturity date shown above, only upon presentation and surrender hereof at the designated office
of Wells Fargo Bank, National Association, Paying Agent of this issue, or its successor, with
interest on said sum from the date hereof until paid at the rate per annum specified above,
payable on June 1, 2015, and semiannually thereafter on the 1st day of June and December in
each year.
Interest and principal shall be paid to the registered holder of the Note as shown on the
records of ownership maintained by the Registrar as of the 15th day of the month preceding such
interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 -day
months.
This Note is issued pursuant to the provisions of Sections 384.24, 384.24A, and 384.28 of
the City Code of Iowa, for the purpose of paying costs of:
a) 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,
-20-
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;
b) 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, acquisition, improvement and equipping of recreation
grounds, including the Bunker Hill Golf Course and the concrete skate park, and improvements
to City Hall, transit bus stops, Fire Station #2 and Ham House;
c) aiding in the planning, undertaking and carrying out of urban renewal projects,
including Transit Building roof repairs, Central Avenue Master Plan and bus storage and
maintenance facility improvements; and
d) acquisition, construction, maintenance, improvement and equipping of parking ramps,
parking lots, and street parking,
and in order to evidence the obligations of the Issuer under a certain Loan Agreement dated
December 1, 2014, in conformity to a Resolution of the Council of the Issuer duly passed and
approved. For a complete statement of the revenues and funds from which and the conditions
under which this Note is payable, a statement of the conditions under which additional Notes of
equal standing may be issued, and the general covenants and provisions pursuant to which this
Note is issued, reference is made to the above described Loan Agreement and Resolution.
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is registered in the name
of Cede & Co. or such other name as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other Issuer as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
Notes maturing after June 1, 2021, may be called for redemption by the Issuer and paid
before maturity on said date or any date thereafter, from any funds regardless of source, in whole
-21-
or from time to time in part, in any order of maturity and within an annual maturity by lot. The
terms of redemption shall be. par, plus accrued interest to date of call.
Thirty days' written notice of redemption shall be given to the registered owner of the
Note. Failure to give such notice by mail to any registered owner of the Notes or any defect
therein shall not affect the validity of any proceedings for the redemption of the Notes. All notes
or portions thereof called for redemption will cease to bear interest after the specified redemption
date, provided funds for their redemption are on deposit at the place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the notes to
be redeemed by random selection of the names of the registered owners of the entire annual
maturity until the total amount of notes to be called has been reached.
Ownership of this Note may be transferred only by transfer upon the books kept for such
purpose by Wells Fargo Bank, National Association, the Registrar. Such transfer on the books
shall occur only upon presentation and surrender of this Note at the office of the Registrar as
designated below, together with an assignment duly executed by the owner hereof or his duly
authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right
to substitute the Registrar and Paying Agent but shall, however, promptly give notice to
registered noteholders of such change. All Notes shall be negotiable as provided in Article 8 of
the Uniform Commercial Code and subject to the provisions for registration and transfer
contained in the Note Resolution.
And it is hereby represented and certified that all acts, conditions and things requisite,
according to the laws and Constitution of the. State of Iowa, to exist, to be had, to be done, or to
be performed precedent to the lawful issue of this Note, have been existent, had, done and
performed as required by law; that provision has been made for the levy of a sufficient
continuing annual tax on all the taxable property within the territory of the Issuer for the payment
of the principal and interest of this Note as the same will respectively become due; that the faith,
credit, revenues and resources and all the real and personal property of the Issuer are irrevocably
pledged for the prompt payment hereof, both principal and interest, and the total indebtedness of
the Issuer including this Note, does not exceed the constitutional or statutory limitations.
IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Note to be
signed by the manual signature of its Mayor and attested by the manual signature of its City
Clerk, with the seal of said City impressed hereon, and to be authenticated by the manual
signature of an authorized representative of the Registrar, Wells Fargo Bank, National
Association, Minneapolis, Minnesota.
Item 11, figure 1
Item 12, figure 1
= Date of authentication:
= This is one of the Notes described in the within mentioned
Resolution, as registered by Wells Fargo Bank, National Association
-22-
WELLS FARGO BANK, NATIONAL ASSOCIATION, Registrar
Minneapolis, Minnesota
By:
Authorized Signature
Item 13, figure 1 = Registrar and Transfer Agent:
Paying Agent:
Wells Fargo Bank, National
Association
Wells Fargo Bank, National
Association
SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14, figure 1 = (Seal)
Item 15, figure 1 = (Signature Block)
CITY OF DUBUQUE, STATE OF IOWA
By: (manual signature)
Mayor
ATTEST:
By: (manual signature)
City Clerk
Item 16, figure 1 = (Assignment Block)
(Information Required for Registration)
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. )
this Note and does hereby irrevocably constitute and appoint attorney
in fact to transfer this Note on the books kept for registration of the within Note, with full power
of substitution in the premises.
-23-
Dated this day of , 2014.
SIGNATURE
GUARANTEED
(Person(s) executing this Assignment sign(s)
here)
IMPORTANT - READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written upon the .face
of the certificate(s) or Note(s) in every particular without alteration or enlargement or any
change whatever. Signature guarantee must be provided in accordance with the prevailing
standards and procedures of the Registrar and Transfer Agent. Such standards and
procedures may require signature to be guaranteed by certain eligible guarantor
institutions that participate in a recognized signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification
Number of Transferee(s)
Transferee is a(n):
Individual* Corporation
Partnership Trust
*If the Note is to be registered in the names of multiple individual owners, the names of all such
owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Note, shall
be construed as though written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MIN ACT - Custodian
(Cust) (Minor)
Under Iowa Uniform Transfers to Minors Act
(State)
-24-
ADDITIONAL ABBREVIATIONS MAY BE ALSO
USED THOUGH NOT IN THE ABOVE LIST
Section 15. Contract Between Issuer and Purchaser. This Resolution shall constitute a
contract between said City and the purchaser of the Notes.
Section 16. Non -Arbitrage Covenants. The Issuer reasonably expects and covenants that
no use will be made of the proceeds from the issuance and sale of the Notes issued hereunder
which will cause any of the Notes to be classified as arbitrage notes within the meaning of
Sections 148(a) and (b) of the Internal Revenue Code of the United States, as amended, and that
throughout the term of the Notes it will comply with the requirements of statutes and regulations
issued thereunder.
To the best knowledge and belief of the Issuer, there are no facts or circumstances that
would materially change the foregoing statements or the conclusion that it is not expected that
the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage
notes. Without limiting the generality of the foregoing, the Issuer hereby agrees to comply with
the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption
Certificate are hereby incorporated by reference as part of this Resolution. The Treasurer is
hereby directed to make and insert all calculations and determinations necessary to complete the
Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption
Certificate at issuance of the Notes to certify as to the reasonable expectations and covenants of
the Issuer at that date.
Section 17. Severability Clause. If any section, paragraph, clause or provision of this
Resolution be held invalid, such invalidity shall not affect any of the remaining provisions
hereof, and this Resolution shall become effective immediately upon its passage and approval.
Section 18. Continuing Disclosure. The Issuer hereby covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the
provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part
of this Resolution and made a part hereof Notwithstanding any other provision of this
Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not
be considered an event of default under this Resolution; however, any holder of the Notes or
Beneficial Owner may take such actions as may be necessary and appropriate, including seeking
specific performance by court order, to cause the Issuer to comply with its obligations under the
Continuing Disclosure Certificate. For purposes of this Section, "Beneficial Owner" means any
person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to
dispose of ownership of, any Notes (including persons holding Notes through nominees,
depositories or other intermediaries), or (b) is treated as the owner of any Notes for federal
income tax purposes.
Section 19. Additional Covenants, Representations and Warranties of the Issuer. The
Issuer certifies and covenants with the purchasers and holders of the Notes from time to time
-25-
outstanding that the Issuer through its officers, (a) will make such further specific covenants,
representations and assurances as may be necessary or advisable; (b) comply with all
representations, covenants and assurances contained in the Tax Exemption Certificate, which
Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the
owners of the Notes; (c) consult with bond counsel (as defined in the Tax Exemption
Certificate); (d) pay to the United States, as necessary, such sums of money representing required
rebates of excess arbitrage profits relating to the Notes; (e) file such forms, statements and
supporting documents as may be required and in a timely manner; and (f) if deemed necessary or
advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other
persons to assist the Issuer in such compliance.
Section 20. Amendment of Resolution to Maintain Tax Exemption. This Resolution may
be amended without the consent of any owner of the Notes if, in the opinion of bond counsel,
such amendment is necessary to maintain tax exemption with respect to the Notes under
applicable Federal law or regulations.
Section 21. Repeal of Conflicting Resolutions or Ordinances. All ordinances and
resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed.
PASSED AND APPROVED this 1st day of December, 2014.
ATTEST:
Mayor
-26-
R�
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 1 s t
December , 2014.
day of
City C : rk, City of Dubuque,
(SEAL)
01068018-1\10422-159
to
e of Iowa
ORIGINAL
(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: December 1, 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 Taxable General Obligation Capital Loan Notes, Series 2014C.
• Resolution Appointing Paying Agent, Note Registrar, and Transfer Agent, Approving the
Paying Agent and Note Registrar and Transfer Agent Agreement and Authorizing the
Execution of the Agreement.
• Approval of Continuing Disclosure Certificate.
• Resolution approving and authorizing a form of Loan Agreement and authorizing and
providing for the issuance of Capital Loan Notes and levying a tax to pay the Notes.
Such additional matters as are set forth on the additional 3 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 lerk, City o Dubuque, State of Iowa
December 1, 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 Pro Tem Bra ig, in the chair,
and the following named Council Members:
Manor Buol (by phone), Karla Braig, Joyce Connors,
Ric Jones, Kevin Lynch, David Resnick and -Lynn Sutton
Absent: None
-1-
Council Member Ric Jones introduced the following resolution entitled
"RESOLUTION APPOINTING WELLS FARGO BANK, NATIONAL ASSOCIATION OF
MINNEAPOLIS, MINNESOTA, TO SERVE AS PAYING AGENT, NOTE REGISTRAR,
AND TRANSFER AGENT, APPROVING THE PAYING AGENT AND NOTE REGISTRAR
AND TRANSFER AGENT AGREEMENT AND AUTHORIZING THE EXECUTION OF
THE AGREEMENT", and moved that the resolution be adopted. Council Member
Joyce connors seconded the motion to adopt. The roll was called and the vote was,
AYES:Mayor Buol, Karla braiq, Joyce connors, Ric Jones,
Kevin Lynch, David Resnick and Lynn Sutton
NAYS: None
Whereupon, the Mayor declared the resolution duly adopted as follows:
Resolution No. 376-14
RESOLUTION APPOINTING WELLS FARGO BANK, NATIONAL
ASSOCIATION OF MINNEAPOLIS, MINNESOTA, TO SERVE AS
PAYING AGENT, NOTE REGISTRAR, AND TRANSFER AGENT,
APPROVING THE PAYING AGENT AND NOTE REGISTRAR
AND TRANSFER AGENT AGREEMENT AND AUTHORIZING
THE EXECUTION OF THE AGREEMENT
WHEREAS, $7,615,000 Taxable General Obligation Capital Loan Notes, Series 2014C,
dated December 8, 2014, have been sold and action should now be taken to provide for the
maintenance of records, registration of certificates and payment of principal and interest in
connection with the issuance of the notes; and
WHEREAS, this Council has deemed that the services offered by Wells Fargo Bank,
National Association of Minneapolis, Minnesota, are necessary for compliance with rules,
regulations, and requirements governing the registration, transfer and payment of registered
notes; and
WHEREAS, a Paying Agent, Note Registrar and Transfer Agent Agreement (hereafter
"Agreement") has been prepared to be entered into between the City and Wells Fargo Bank,
National Association.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, STATE OF IOWA:
-2-
Section 1. That Wells Fargo Bank, National Association of Minneapolis, Minnesota, is
hereby appointed to serve as Paying Agent, Note Registrar and Transfer Agent in connection
with the issuance of $7,615,000 Taxable General Obligation Capital Loan Notes, Series 2014C,
dated December 8, 2014.
Section 2. That the Agreement with Wells Fargo Bank, National Association of
Minneapolis, Minnesota, is hereby approved and that the Mayor and Clerk are authorized to sign
the Agreement on behalf of the City.
PASSED AND APPROVED this 1st day of December, 2014.
ATTEST:
-3-
Council Member Ric Jones moved that the form of Continuing Disclosure
Certificate be placed on file and approved. Council Member Joyce Connors seconded
the motion. The roll was called and the vote was,
AYES:Mayor Buol, Karla Braig, Joyce Connors, Ric Jones,
Kevin Lynch, David resnick and Lynn Sutton
NAYS: None
Council Member Ric Jones introduced the following Resolution entitled
"RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT
AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $7,615,000 TAXABLE
GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES 2014C, AND LEVYING A
TAX TO PAY THE NOTES" and moved that it be adopted. Council Member
Joyce Connors seconded the motion to adopt, and the roll being called thereon, the
vote was as follows:
AYES: Mayor Buol, Karla braig, Joyce Connors, Ric Jones
Kevin Lynch, David Resnick and Lynn Sutton
NAYS: None
Whereupon, the Mayor declared said Resolution duly adopted as follows:
Resolution No. 376-14A
RESOLUTION APPROVING AND AUTHORIZING A FORM
OF LOAN AGREEMENT AND AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF $7,615,000 TAXABLE
GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES
2014C, AND LEVYING A TAX TO PAY THE NOTES
WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of
the laws and Constitution of the State of Iowa; and
-4-
WHEREAS, the Issuer 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, land acquisition and improvements in the Dubuque
Industrial Center West Urban Renewal Project, essential corporate purposes, and it is deemed
necessary and advisable that Taxable General Obligation Capital Loan Notes to the amount of
not to exceed $8,265,000 be authorized for said purposes; and
WHEREAS, pursuant to notice published as required by Sections 384.24 (3)(q) and
384.25 of said Code, this Council has held a public meeting and hearing upon the proposal to
institute proceedings for the issuance of said Notes, and no petitions for referendum having been
received, the Council is therefore now authorized to proceed with the issuance of said Notes for
such purposes; and
WHEREAS, the City is in need of funds to pay costs of acquisition, construction,
maintenance, improvement and equipping of parking ramps, parking lots, and street parking,
general corporate purposes, and it is deemed necessary and advisable that Taxable General
Obligation Capital Loan Notes to the amount of not to exceed $500,000 be authorized for said
purpose(s); and
WHEREAS, the Issuer has a population of more than 5,000 but not more than 75,000,
and the Notes for these purposes do not exceed $700,000; and
WHEREAS, pursuant to notice published as required by Section 384.26 (5) of said Code,
the Council of the City has held public meeting and hearing upon the proposal to institute
proceedings for the issuance of Notes for general corporate purpose(s) in the amounts as above
set forth, and, no petition for referendum having been received, the Council is therefore now
authorized to proceed with the issuance of said Notes for such purposes thereof; and
WHEREAS, pursuant to Sections 384.24, 384.24A and 384.28 of the City Code of Iowa,
it is hereby found and determined that the various taxable general obligation notes authorized as
hereinabove described shall be combined for the purpose of issuance in a single issue of
$7,615,000 Corporate Purpose Taxable General Obligation Capital Loan Notes as hereinafter set
forth;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, STATE OF IOWA:
Section 1. Definitions. The following terms shall have the following meanings in this
Resolution unless the text expressly or by necessary implication requires otherwise:
♦ "Authorized Denominations" shall mean $5,000 or any integral multiple
thereof.
• "Beneficial Owner" shall mean the person in whose name such Note is
recorded as the beneficial owner of a Note by a Participant on the records of such
Participant or such person's subrogee.
• "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Notes.
♦ "Continuing Disclosure Certificate" shall mean that certain Continuing
Disclosure Certificate executed by the Issuer and dated the date of issuance and delivery
of the Notes, as originally executed and as it may be amended from time to time in
accordance with the terms thereof.
• "Depository Notes" shall mean the Notes as issued in the form of one
global certificate for each maturity, registered in the Registration Books maintained by
the Registrar in the name of DTC or its nominee.
• "DTC" shall mean The Depository Trust Company, New York, New
York, a limited purpose trust company, or any successor book -entry securities depository
appointed for the Notes.
♦ "Issuer" and "City" shall mean the City of Dubuque, State of Iowa.
• "Loan Agreement" shall mean a Loan Agreement between the Issuer and a
lender or lenders in substantially the form attached to and approved by this Resolution.
• "Note Fund" shall mean the fund created in Section 4 of this Resolution.
• "Notes" shall mean $7,615,000 Taxable General Obligation Capital Loan
Notes, Series 2014C, authorized to be issued by this Resolution.
• "Participants" shall mean those broker-dealers, banks and other financial
institutions for which DTC holds Notes as securities depository.
• "Paying Agent" shall mean Wells Fargo Bank, National Association, or
such successor as may be approved by Issuer as provided herein and who shall carry out
the duties prescribed herein as Issuer's agent to provide for the payment of principal of
and interest on the Notes as the same shall become due.
♦ "Project" shall mean the costs of:
a) aiding in the planning, undertaking and carrying out of urban renewal
projects, including, intermodal facility improvements, Millwork District
parking improvements, homeownership purchase, rehabilitation and
-6-
resale program costs, land acquisition and improvements in the Dubuque
Industrial Center West Urban Renewal Project; and
b) acquisition, construction, maintenance, improvement and equipping
of parking ramps, parking lots, and street parking.
♦ "Project Fund" shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of the Notes.
♦ "Registrar" shall mean Wells Fargo Bank, National Association of
Minneapolis, Minnesota, or such successor as may be approved by Issuer as provided
herein and who shall carry out the duties prescribed herein with respect to maintaining a
register of the owners of the Notes. Unless otherwise specified, the Registrar shall also
act as Transfer Agent for the Notes.
♦ "Representation Letter" shall mean the Blanket Issuer Letter of
Representations executed and delivered by the Issuer to DTC on file with DTC.
• "Resolution" shall mean this resolution authorizing the Notes.
♦ "Treasurer" shall mean the Finance Director or such other officer as shall
succeed to the same duties and responsibilities with respect to the recording and payment
of the Notes issued hereunder.
Section 2. The form of Loan Agreement in substantially the form attached to this
Resolution is hereby approved and is authorized to be executed and issued on behalf of the Issuer
by the Mayor and attested by the City Clerk.
Section 3. Levy and Certification of Annual Tax; Other Funds to be Used.
(a) Levy of Annual Tax. That for the purpose of providing funds to pay the principal and
interest of the Notes hereinafter authorized to be issued, there is hereby levied for each
future year the following direct annual tax on all of the taxable property in the City of
Dubuque, State of Iowa, to -wit:
-7-
FISCAL YEAR (JULY 1 TO JUNE 30)
AMOUNT YEAR OF COLLECTION
$131,946* 2014/2015
$374,568 2015/2016
$371,569 2016/2017
$373,568 2017/2018
$395,419 2018/2019
$396,518 2019/2020
$417,469 2020/2021
$677,668 2021/2022
$679,919 2022/2023
$676,718 2023/2024
$683,219 2024/2025
$678,178 2025/2026
$682,099 2026/2027
$684,598 2027/2028
$685,619 2028/2029
$689,018 2029/2030
$691,419 2030/2031
$687,818 2031/2032
$688,419 2032/2033
$687,225 2033/2034
*No levy needed. Payable from capitalized interest and cash on hand/accrued
interest.
(NOTE: For example the levy to be made and certified against the taxable valuations of
January 1, 2015, will be collected during the fiscal year commencing July 1, 2016).
(b) Resolution to be Filed With County Auditor. A certified copy of this Resolution shall
be filed with the Auditor of Dubuque County, Iowa and the Auditor is hereby instructed
in and for each of the years as provided, to levy and assess the tax hereby authorized in
Section 3 of this Resolution, in like manner as other taxes are levied and assessed, and
such taxes so levied in and for each of the years aforesaid be collected in like manner as
other taxes of the City are collected, and when collected be used for the purpose of
paying principal and interest on said Notes issued in anticipation of the tax, and for no
other purpose whatsoever.
(c) Additional City Funds Available. Principal and interest coming due at anytime when
the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly
paid when due from current funds of the City available for that purpose and
reimbursement shall be made from such special fund in the amounts thus advanced.
-8-
Section 4. Note Fund. Said tax shall be assessed and collected each year at the same time
and in the same manner as, and in addition to, all other taxes in and for the City, and when
collected they shall be converted into a special fund within the Debt Service Fund to be known
as the "GENERAL OBLIGATION CAPITAL LOAN NOTE FUND NO. 3" (the "Note Fund"),
which is hereby pledged for and shall be used only for the payment of the principal of and
interest on the Notes hereinafter authorized to be issued; and also there shall be apportioned to
said fund its proportion of taxes received by the City from property that is centrally assessed by
the State of Iowa.
Section 5. Application of Note Proceeds. Proceeds of the Notes other than accrued
interest except as may be provided below shall be credited to the Project Fund and expended
therefrom for the purposes of the Project. Any amounts on hand in the Project Fund shall be
available for the payment of the principal of or interest on the Notes at any time that other funds
shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund
at the earliest opportunity. Any balance on hand in the Project Fund and not immediately
required for its purposes may be invested not inconsistent with limitations provided by law or
this Resolution. Accrued interest, if any, shall be deposited in the Note Fund.
Section 6. Capitalized Interest Fund. There is hereby created a special capitalized
interest fund known as the "CAPITALIZED INTEREST FUND — 2014C" into which fund there
shall be deposited $104,541.86 of Note proceeds, which fund is hereby pledged to pay interest
payments on the 2014C Notes coming due on December 1, 2014, and June 1, 2015. Lender shall
be authorized to draw upon said Capitalized Interest Fund for the purpose of making payment of
the amounts of interest falling due on the 2014C Notes.
Section 7. Investments of Note Fund Proceeds. All moneys held in the Note Fund and the
Project Fund, shall be invested in investments permitted by Chapter 12B, Code of Iowa, 2013, as
amended, or deposited in financial institutions which are members of the Federal Deposit
Insurance Corporation and the deposits in which are insured thereby and all such deposits
exceeding the maximum amount insured from time to time by FDIC or its equivalent successor
in any one financial institution shall be continuously secured in compliance with Chapter 12C of
the Code of Iowa, 2013, as amended, or otherwise by a valid pledge of direct obligations of the
United States Government having an equivalent market value. All such interim investments shall
mature before the date on which the moneys are required for payment of principal of or interest
on the Notes as herein provided.
Section 8. Note Details, Execution and Redemption.
(a) Note Details. Taxable General Obligation Capital Loan Notes, Series 2014C, of the
City in the total amount of $7,615,000, shall be issued to evidence the obligations of the
Issuer under the Loan Agreement pursuant to the provisions of Sections 384.24, 384.24A,
and 384.28 of the City Code of Iowa, as amended, for the aforesaid purpose. The Notes
shall be issued in one or more series and shall be on a parity and secured equally and
ratably from the sources provided in Section 3 of this Resolution. The Notes shall be
-9-
designated "TAXABLE GENERAL OBLIGATION CAPITAL LOAN NOTES, SERIES
2014C", be dated December 8, 2014, and bear interest from the date thereof, until
payment thereof, at the office of the Paying Agent, said interest payable on June 1, 2015,
and semiannually thereafter on the 1st day of June and December in each year until
maturity at the rates hereinafter provided.
The Notes shall be executed by the manual or facsimile signature of the Mayor
and attested by the manual or facsimile signature of the City Clerk, and impressed or
printed with the seal of the City and shall be fully registered as to both principal and
interest as provided in this Resolution; principal, interest and premium, if any, shall be
payable at the office of the Paying Agent by mailing of a check to the registered owner of
the Note. The Notes shall be in the denomination of $5,000 or multiples thereof and shall
mature and bear interest as follows:
Principal
Amount
$100,000
$100,000
$105,000
$130,000
$135,000
$160,000
$425,000
$440,000
$450,000
$470,000
$480,000
$500,000
5520,000
$540,000
$565,000
$590,000
$610,000
$635,000
$660,000
Interest
Rate
3.000%
3.000%
3.000%
3.000%
3.000%
3.000%
3.000%
3.000%
3.000%
3.200%
3.350%
3.500%
3.650%
4.000%
4.000%
4.000%
4.000%
4.125%
4.125%
Maturity
June 1st
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
(b) Redemption. Notes maturing after June 1, 2021, may be called for redemption
by the Issuer and paid before maturity on said date or any date thereafter, from any funds
regardless of source, in whole or from time to time in part, in any order of maturity and
within an annual maturity by lot. The terms of redemption shall be par, plus accrued
interest to date of call.
-10-
Thirty days' written notice of redemption shall be given to the registered owner of
the Note. Failure to give such notice by mail to any registered owner of the Notes or any
defect therein shall not affect the validity of any proceedings for the redemption of the
Notes. All Notes or portions thereof called for redemption will cease to bear interest after
the specified redemption date, provided funds for their redemption are on deposit at the
place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the
Notes to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of Notes to be called has been reached.
Section 9. Issuance of Notes in Book -Entry Form; Replacement Notes.
(a) Notwithstanding the other provisions of this Resolution regarding registration,
ownership, transfer, payment and exchange of the Notes, unless the Issuer determines to permit
the exchange of Depository Notes for Notes in the Authorized Denominations, the Notes shall be
issued as Depository Notes in denominations of the entire principal amount of each maturity of
Notes (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid
amount); and such Depository Notes shall be registered in the name of Cede & Co., as nominee
of DTC. Payment of semi-annual interest for any Depository Note shall be made by wire transfer
or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the
interest payment date for the Notes at the address indicated in or pursuant to the Representation
Letter.
(b) With respect to Depository Notes, neither the Issuer nor the Paying Agent shall
have any responsibility or obligation to any Participant or to any Beneficial Owner. Without
limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall have
any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its
nominee or of any Participant with respect to any ownership interest in the Notes, (ii) the
delivery to any Participant, any Beneficial Owner or any other person, other than DTC or its
nominee, of any notice with respect to the Notes, (iii) the payment to any Participant, any
Beneficial Owner or any other person, other than DTC or its nominee, of any amount with
respect to the principal of, premium, if any, or interest on the Notes, or (iv) the failure of DTC to
provide any information or notification on behalf of any Participant or Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its
nominee to be, the absolute owner of each Note for the purpose of payment of the principal of,
premium, if any, and interest on such Note, for the purpose of all other matters with respect to
such Note, for the purpose of registering transfers with respect to such Notes, and for all other
purposes whatsoever (except for the giving of certain Noteholder consents, in accordance with
the practices and procedures of DTC as may be applicable thereto). The Paying Agent shall pay
all principal of, premium, if any, and interest on the Notes only to or upon the order of the
Noteholders as shown on the Registration Books, and all such payments shall be valid and
effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of,
-11-
premium, if any, and interest on the Notes to the extent so paid. Notwithstanding the provisions
of this Resolution to the contrary (including without limitation those provisions relating to the
surrender of Notes, registration thereof, and issuance in Authorized Denominations), as long as
the Notes are Depository Notes, full effect shall be given to the Representation Letter and the
procedures and practices of DTC thereunder, and the Paying Agent shall comply therewith.
(c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out its
functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the
Notes are no longer eligible for its depository services or (iii) a determination by the Paying
Agent that DTC has resigned or discontinued its services for the Notes, if such substitution is
authorized by law, the Issuer shall (A) designate a satisfactory substitute depository as set forth
below or, if a satisfactory substitute is not found, (B) provide for the exchange of Depository
Notes for replacement Notes in Authorized Denominations.
(d) To the extent authorized by law, if the Issuer determines to provide for the
exchange of Depository Notes for Notes in Authorized Denominations, the Issuer shall so notify
the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated
Notes to be so exchanged. The Registrar shall thereupon notify the owners of the Notes and
provide for such exchange, and to the extent that the Beneficial Owners are designated as the
transferee by the owners, the Notes will be delivered in appropriate form, content and Authorized
Denominations to the Beneficial Owners, as their interests appear.
(e) Any substitute depository shall be designated in writing by the Issuer to the
Paying Agent. Any such substitute depository shall be a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The
substitute depository shall provide for (i) immobilization of the Depository Notes, (ii)
registration and transfer of interests in Depository Notes by book entries made on records of the
depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the
Notes in accordance with and as such interests may appear with respect to such book entries.
Section 10. Registration of Notes; Appointment of Registrar; Transfer; Ownership;
Delivery; and Cancellation.
(a) Registration. The ownership of Notes may be transferred only by the making
of an entry upon the books kept for the registration and transfer of ownership of the
Notes, and in no other way. Wells Fargo Bank, National Association is hereby appointed
as Registrar under the terms of this Resolution and under the provisions of a separate
agreement with the Issuer filed herewith which is made a part hereof by this reference.
Registrar shall maintain the books of the Issuer for the registration of ownership of the
Notes for the payment of principal of and interest on the Notes as provided in this
Resolution. All Notes shall be negotiable as provided in Article 8 of the Uniform
Commercial Code subject to the provisions for registration and transfer contained in the
Notes and in this Resolution.
-12-
(b) Transfer. The ownership of any Note may be transferred only upon the
Registration Books kept for the registration and transfer of Notes and only upon
surrender thereof at the office of the Registrar together with an assignment duly executed
by the holder or his duly authorized attorney in fact in such form as shall be satisfactory
to the Registrar, along with the address and social security number or federal employer
identification number of such transferee (or, if registration is to be made in the name of
multiple individuals, of all such transferees). In the event that the address of the
registered owner of a Note (other than a registered owner which is the nominee of the
broker or dealer in question) is that of a broker or dealer, there must be disclosed on the
Registration Books the information pertaining to the registered owner required above.
Upon the transfer of any such Note, a new fully registered Note, of any denomination or
denominations permitted by this Resolution in aggregate principal amount equal to the
unmatured and unredeemed principal amount of such transferred fully registered Note,
and bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
(c) Registration of Transferred Notes. In all cases of the transfer of the Notes, the
Registrar shall register, at the earliest practicable time, on the Registration Books, the
Notes, in accordance with the provisions of this Resolution.
(d) Ownership. As to any Note, the person in whose name the ownership of the
same shall be registered on the Registration Books of the Registrar shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of or on account of
the principal of any such Notes and the premium, if any, and interest thereon shall be
made only to or upon the order of the registered owner thereof or his legal representative.
All such payments shall be valid and effectual to satisfy and discharge the liability upon
such Note, including the interest thereon, to the extent of the sum or sums so paid.
(e) Cancellation. All Notes which have been redeemed shall not be reissued but
shall be cancelled by the Registrar. All Notes which are cancelled by the Registrar shall
be destroyed and a certificate of the destruction thereof shall be furnished promptly to the
Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled
Notes to the Issuer.
(f) Non -Presentment of Notes. In the event any payment check representing
payment of principal of or interest on the Notes is returned to the Paying Agent or if any
Note is not presented for payment of principal at the maturity or redemption date, if funds
sufficient to pay such principal of or interest on Notes shall have been made available to
the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the
owner thereof for such interest or payment of such Notes shall forthwith cease, terminate
and be completely discharged, and thereupon it shall be the duty of the Paying Agent to
hold such funds, without liability for interest thereon, for the benefit of the owner of such
Notes who shall thereafter be restricted exclusively to such funds for any claim of
whatever nature on his part under this Resolution or on, or with respect to, such interest
-13-
or Notes. The Paying Agent's obligation to hold such funds shall continue for a period
equal to two years and six months following the date on which such interest or principal
became due, whether at maturity, or at the date fixed for redemption thereof, or
otherwise, at which time the Paying Agent, shall surrender any remaining funds so held
to the Issuer, whereupon any claim under this Resolution by the Owners of such interest
or Notes of whatever nature shall be made upon the Issuer.
(g) Registration and Transfer Fees. The Registrar may furnish to each owner, at
the Issuer's expense, one Note for each annual maturity. The Registrar shall furnish
additional Notes in lesser denominations (but not less than the minimum denomination)
to an owner who so requests.
Section 11. Reissuance of Mutilated, Destroyed, Stolen or Lost Notes. In case any
outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the
request of Registrar authenticate and deliver a new Note of like tenor and amount as the Note so
mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note to
Registrar, upon surrender of such mutilated Note, or in lieu of and substitution for the Note
destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and
Issuer that such Note has been destroyed, stolen or lost and proof of ownership thereof, and upon
furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other
reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the
Issuer may incur in connection therewith.
Section 12. Record Date. Payments of principal and interest, otherwise than upon full
redemption, made in respect of any Note, shall be made to the registered holder thereof or to
their designated Agent as the same appear on the books of the Registrar on the 15th day of the
month preceding the payment date. All such payments shall fully discharge the obligations of the
Issuer in respect of such Notes to the extent of the payments so made. Payment of principal shall
only be made upon surrender of the Note to the Paying Agent.
Section 13. Execution, Authentication and Delivery of the Notes. The Mayor and Clerk
shall execute and deliver the Notes to the Registrar, who shall authenticate the Notes and deliver
the same to or upon order of the Purchaser. No Note shall be valid or obligatory for any purpose
or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and
execute on such Note a Certificate of Authentication substantially in the form of the Certificate
herein set forth. Such Certificate upon any Note executed on behalf of the Issuer shall be
conclusive evidence that the Note so authenticated has been duly issued under this Resolution
and that the holder thereof is entitled to the benefits of this Resolution.
No Notes shall be authenticated and delivered by the Registrar unless and until there shall
have been provided the following:
1. A certified copy of the resolution of Issuer approving the execution of a Loan
Agreement and a copy of the Loan Agreement;
-14-
2. A written order of Issuer signed by the Finance Director directing the
authentication and delivery of the Notes to or upon the order of the Purchaser
upon payment of the purchase price as set forth therein;
3. The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, concerning the
validity and legality of all the Notes proposed to be issued.
Section 14. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right
to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to
each registered noteholder.
-15-
Section 15. Form of Note. Notes shall be printed in substantial compliance with standards
rot osed b the American Standards Institute substantially in the form as follows:
-16-
(6)
(6)
(7)
(8)
(1)
(2)
(3)
(4)
(5)
(9)
(9a)
(10)
(Continued on the back of this Note)
(11)(12)(13)
(14)
(15)
FIGURE 1
(Front)
-16-
(10)
(Continued)
(16)
FIGURE 2
(Back)
-17-
The text of the Notes to be located thereon at the item numbers shown shall be as
follows:
Item 1, figure 1=
"STATE OF IOWA"
"COUNTY OF DUBUQUE"
"CITY OF DUBUQUE"
"TAXABLE GENERAL OBLIGATION CAPITAL LOAN
NOTE"
"SERIES 2014C"
"CORPORATE PURPOSE"
" TAXABLE FOR FEDERAL INCOME TAX PURPOSES"
Item 2, figure 1= Rate:
Item 3, figure 1= Maturity:
Item 4, figure 1= Note Date: December 8, 2014
Item 5, figure 1= CUSIP No.:
Item 6, figure 1= "Registered"
Item 7, figure 1= Certificate No.
Item 8, figure 1= Principal Amount: $
Item 9, figure 1= The City of Dubuque, State of Iowa, a municipal corporation
organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the
"Issuer"), for value received, promises to pay from the source and as hereinafter provided, on the
maturity date indicated above, to
Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with
name of Registered Owner).
Item 10, figure 1 = or registered assigns, the principal sum of (principal amount
written out) THOUSAND DOLLARS in lawful money of the United States of America, on the
maturity date shown above, only upon presentation and surrender hereof at the designated office
of Wells Fargo Bank, National Association, Paying Agent of this issue, or its successor, with
interest on said sum from the date hereof until paid at the rate per annum specified above,
payable on June 1, 2015, and semiannually thereafter on the 1st day of June and December in
each year.
THE HOLDERS OF THE NOTES SHOULD TREAT THE INTEREST AS
SUBJECT TO FEDERAL INCOME TAXATION.
Interest and principal shall be paid to the registered holder of the Note as shown on the
records of ownership maintained by the Registrar as of the 15th day of the month preceding such
interest payment date. Interest shall be computed on the basis of a 360 -day year of twelve 30 -day
months.
-18-
This Note is issued pursuant to the provisions of Sections 384.24, 384.24A, and 384.28 of
the City Code of Iowa, for the purpose of paying costs of:
a) 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, land acquisition and improvements in the Dubuque Industrial
Center West Urban Renewal Project; and
b) acquisition, construction, maintenance, improvement and equipping of
parking ramps, parking lots, and street parking,
and in order to evidence the obligations of the Issuer under a certain Loan Agreement dated
December 1, 2014, in conformity to a Resolution of the Council of the Issuer duly passed and
approved. For a complete statement of the revenues and funds from which and the conditions
under which this Note is payable, a statement of the conditions under which additional Notes of
equal standing may be issued, and the general covenants and provisions pursuant to which this
Note is issued, reference is made to the above described Loan Agreement and Resolution.
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is registered in the name
of Cede & Co. or such other name as requested by an authorized representative of DTC (and any
payment is made to Cede & Co, or to such other Issuer as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
Notes maturing after June 1, 2021, may be called for redemption by the Issuer and paid
before maturity on said date or any date thereafter, from any funds regardless of source, in whole
or from time to time in part, in any order of maturity and within an annual maturity by lot. The
terms of redemption shall be par, plus accrued interest to date of call.
Thirty days' written notice of redemption shall be given to the registered owner of the
Note. Failure to give such notice by mail to any registered owner of the Notes or any defect
therein shall not affect the validity of any proceedings for the redemption of the Notes. All notes
or portions thereof called for redemption will cease to bear interest after the specified redemption
date, provided funds for their redemption are on deposit at the place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the notes to
be redeemed by random selection of the names of the registered owners of the entire annual
maturity until the total amount of notes to be called has been reached.
-19-
Ownership of this Note may be transferred only by transfer upon the books kept for such
purpose by Wells Fargo Bank, National Association, the Registrar. Such transfer on the books
shall occur only upon presentation and surrender of this Note at the office of the Registrar as
designated below, together with an assignment duly executed by the owner hereof or his duly
authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right
to substitute the Registrar and Paying Agent but shall, however, promptly give notice to
registered noteholders of such change. All Notes shall be negotiable as provided in Article 8 of
the Uniform Commercial Code and subject to the provisions for registration and transfer
contained in the Note Resolution.
And it is hereby represented and certified that all acts, conditions and things requisite,
according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to
be performed precedent to the lawful issue of this Note, have been existent, had, done and
performed as required by law; that provision has been made for the levy of a sufficient
continuing annual tax on all the taxable property within the territory of the Issuer for the payment
of the principal and interest of this Note as the same will respectively become due; that the faith,.
credit, revenues and resources and all the real and personal property of the Issuer are irrevocably
pledged for the prompt payment hereof, both principal and interest, and the total indebtedness of
the Issuer including this Note, does not exceed the constitutional or statutory limitations.
IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Note to be
signed by the manual signature of its Mayor and attested by the manual signature of its City
Clerk, with the seal of said City impressed hereon, and to be authenticated by the manual
signature of an authorized representative of the Registrar, Wells Fargo Bank, National
Association, Minneapolis, Minnesota.
Item 11, figure 1
Item 12, figure 1
= Date of authentication:
= This is one of the Notes described in the within mentioned
Resolution, as registered by Wells Fargo Bank, National Association
WELLS FARGO BANK, NATIONAL ASSOCIATION, Registrar
Minneapolis, Minnesota
By:
Authorized Signature
Item 13, figure 1 = Registrar and Transfer Agent:
Paying Agent:
Wells Fargo Bank, National
Association
Wells Fargo Bank, National
Association
SEE REVERSE FOR CERTAIN DEFINITIONS
-20-
Item 14, figure 1 = (Seal)
Item 15, figure 1 = (Signature Block)
CITY OF DUBUQUE, STATE OF IOWA
By: (manual signature)
Mayor
ATTEST:
By: (manual signature)
City Clerk
Item 16, figure 1 = (Assignment Block)
(Information Required for Registration)
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. )
this Note and does hereby irrevocably constitute and appoint attorney
in fact to transfer this Note on the books kept for registration of the within Note, with full power
of substitution in the premises.
Dated this day of , 2014.
SIGNATURE
GUARANTEED
(Person(s) executing this Assignment sign(s)
here)
-21-
IMPORTANT - READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written upon the face
of the certificate(s) or Note(s) in every particular without alteration or enlargement or any
change whatever. Signature guarantee must be provided in accordance with the prevailing
standards and procedures of the Registrar and Transfer Agent. Such standards and
procedures may require signature to be guaranteed by certain eligible guarantor
institutions that participate in a recognized signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification
Number of Transferee(s)
Transferee is a(n):
Individual* Corporation
Partnership Trust
*If the Note is to be registered in the names of multiple individual owners, the names of all such
owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Note, shall
be construed as though written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MIN ACT - Custodian
(Cust) (Minor)
Under Iowa Uniform Transfers to Minors Act
(State)
ADDITIONAL ABBREVIATIONS MAY BE ALSO
USED THOUGH NOT IN THE ABOVE LIST
Section 15. Contract Between Issuer and Purchaser. This Resolution shall constitute a
contract between said City and the purchaser of the Notes.
Section 16. Severability Clause. If any section, paragraph, clause or provision of this
Resolution be held invalid, such invalidity shall not affect any of the remaining provisions
hereof, and this Resolution shall become effective immediately upon its passage and approval.
-22-
Section 17. Continuing Disclosure. The Issuer hereby covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the
provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part
of this Resolution and made a part hereof. Notwithstanding any other provision of this
Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not
be considered an event of default under this Resolution; however, any holder of the Notes or
Beneficial Owner may take such actions as may be necessary and appropriate, including seeking
specific performance by court order, to cause the Issuer to comply with its obligations under the
Continuing Disclosure Certificate. For purposes of this Section, "Beneficial Owner" means any
person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to
dispose of ownership of, any Notes (including persons holding Notes through nominees,
depositories or other intermediaries), or (b) is treated as the owner of any Notes for federal
income tax purposes.
Section 18. Repeal of Conflicting Resolutions or Ordinances. All ordinances and
resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed.
PASSED AND APPROVED this 1st day of December, 014.
Mayor
ATTEST:
-23-
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 1 s t
December , 2014.
(SEAL)
01067923-I\10422-159
Ale
City Cl=r , fity o Du•uque, 'tate of Iowa
day of