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Water Revenue Captial Loan Notes Series 2010C $8,676,000June 12, 2012 Kenneth J. TeKippe, Finance Director City of Dubuque 50 W 13th Street Dubuque, IA 52001 SUBJECT: Certificate of Final Loan Amount Dubuque, Iowa DWSRF Project #: FS- 31- 10 -DWSRF -023 SRF Loan #: D0092R Dear Mr. TeKippe: On June 15th the City will receive the final disbursement in the amount of $5,000 under the referenced state revolving fund loan agreements for the drinking water system improvements. The original loan agreement was for $7,676,000, and a total of $6,394,000 will be disbursed. The final debt schedule, which reflects the actual disbursement amounts and dates, and the release of $1,282,000 in loan proceeds, is attached to the Certificates. Enclosed are two copies of the Certificate of Final Loan. Please sign both of the Certificates and return one to me. One copy should be retained with your loan documents. Thank you for your participation in this assistance program If you have any questions, please contact me at 515- 725 -4922 or Tracy.Scebold @iowa.gov Sincerely, Tracy Scebold SRF Finance Officer Enclosures FSC Mixed Sources Product group hom well.managed forests, controlled sources and recycled wood or fiber Cart no BV -COC- 926121 vanwfscorg 0 1996 For st Ste riardship Council Printed with soy -based inks. Iowa Finance Authority 2015 Grand Ave Des Moines, IA 50312 B6:Ra -y Eh't �P_a�4i'� . @4��a,` '[ =,a IOWA FINANCE AUTHORITY DRINKING WATER PROGRAM REVOLVING LOAN FUND CERTIFICATE OF FINAL LOAN BALANCE Loan Recipient: City of Dubuque Mailing Address: 50 W 13th Street Dubuque, IA 52001 DNR Project Number FS- 31- 10 -DWSRF -023 IFA Loan Number DSG0129R Date of Loan Agreement: February 12, 2010 Amount of Loan Agreement: $7,676,000.00 Total of All Loan Disbursements: $6,394,000.00 Date of Final Disbursement: June 15, 2012 Remaining Loan Account Balance: $1,282,000.00 The undersigned Loan Recipient hereby certifies to the Iowa Finance Authority (the Authority) an- dihowa Department oflatural Resources (IDNR) that it has submitted a final Loan Disbursement Requisition to the Authority representing final project costs for which the above Loan Agreement was made, and further certifies that no additional disbursements will be requested by the undersigned from the above- referenced Loan Account. The date and amount of the Loan Agreement, the Total of all Loan Disbursements received to date, the Date of Final Disbursement and the Remaining Loan Account Balance are as set forth above. The Remaining Loan Account Balance reflected above should be (i) used to adjust and reduce the principal amount of the Loan Agreement and (ii) reallocated to another Loan Participant. Interest on the principal amount of the Loan Agreement shall accrue from the Date of Final Disbursement, as set forth in the debt service schedule attached as Exhibit B to the Loan Agreement. Date: City of Dubuque Kenneth J. TeKippe Finance Director As of 6,12301:2 Loan summa Loan Closing Dale Final disbursement Date Final Maturity Date Loan period in years Ongrnal Loan Amount Unused Proceeds, If any Final Loan Amount Annual interest rate Total interest Servicing Fee rate 'Total Servicing Fees Total Loan Costs Final Amortization Schedule City of Dubuque DSG0129R FS-31-10-DINSRF-023 Feb 12, 2010 Jun 15, 2012 Jun 1,2031 20.0 7,676,000.00 1,252,000.00 6,394,000.00 3.00% S 2,261,683.12 0.25% 225,080.00 2,563,523.12 Final Dray:Schedule. Initiatron Fee - Feb 12, 2010 Actual Draw- Jul 23, 2010 Actual Draw- Aug 13, 2010 Actual Draw Ang 27. 2010 Actual Drow - Sep 3,2010 Actual Draw- Gcl 15. 2010 Actual Drow - Ocl 22. 2010 Actual Draw- NOV 12, 2010 Actual Draw - Dec 17, 2010 Actual Draw - Dec 30, 2010 Actual Draw- Dec 30, 2010 Actual Draw - Feb 11, 2011 Actual Drow - Feb 18, 2011 Actual Draw - Mar 11, 2011 Actual Drow - Mar 18, 2011 Actual Draw- Apr 15. 2011 Actual Draw - May 6, 2011 Actual Draw - Jun 3, 2011 Actual Drow - Jun 24, 2011 Actual Draw - Jul 8, 2011 Actual Draw - Aug 5, 2011 Actual Draw - Aug 26, 2011 Actual Draw - Sep 2, 2011 Actual Draw- Oct 6, 2011 Actual Draw- Nov 10, 2011 Actual Draw - Dec 9, 2011 Actual Drow - Jan 13, 2012 Actual Draw- Feb 3, 2012 Actual Drow - Mar 9, 2012 Actual Draw- Mar 23, 2012 Actual Draw- Jun 15, 2012 Total Loaned Amount 82,316.77 20,523 47 138,607,49 653,6E1.89 84,723 42 630,852,41 605,626.84 62,568.97 644,338.74 274,340.03 15,616.23 532,758.67 10,681.70 388,509.02 386,959.16 49,082.56 733,754.55 273,488.20 2,912.49 8,73343 464,225.18 14,439.84 59,920.23 18,849 46 53,799.16 77,790.87 6,831.67 14,307.55 2,000.00 5,000.00 6,394,000.00 Beginning Payment Date Balance Principal Interest Servicing Total Loan Total Annual Debt Fee Payment Service Ending Balance Jun 1, 2010 76,760.00 697.24 Dec 1, 2010 1,687,465.45 10,468.63 Jun 1, 2011 4,608,864.81 56,404,42 Dec 1, 2011 6,215,421.29 88,609.61 Ju1_1_, 2012 6,389,000.00_278,000 00 95 369_05 Dec 1, 2012 6,116,000.00 91,734.17 Jun 1, 2013 6,116,000.00 238,000.00 91,740.00 Dec 1, 2013 5,878,000.00 88,170.00 Jun 1, 2014 5,878,000.0D 245,000.00 88,170.00 19,190.00 19,887.24 10,468.63 19,190.00 75,594.42 88,609.61 19,190.00 ,,,.382,576.05, 91,734.17 15,290.00 345,030.00 88,170.00 14,695.00 347,865,00 19,887.24 76,760.00 1,687,465.45 86,063.05 4,608,864.81 6,215,421.29 A81 .188 66 6 111 000,00 6,116,000.00 436,764.17 5,878,000.00 5,878,000.00 436,035,00 5,633,000.00 Dec 1, 2014 5,633,000.00 84,495.00 84,495.00 5,633,000.00 Jun 1, 2015 5,633,000.00 253,000.00 84,495.00 14,082.50 351,577.50 436,072.50 5,380,000,00 Dec 1, 2015 5,380,000.00 80,700.00 80,700.00 5,380,000.00 Jun 1, 2016 5,380,000,00 262,000.00 80,700.00 13,450.00 356,150.00 436,850.00 5,118,000.0D Dec 1, 2016 5,118,000.00 76,770.00 76,770.00 5,118,000.00 Jun 1, 2017 5,118,000.00 270,000.00 76,770,00 12,795.00 359,565.0D 436,335.00 4,848,000.00 Dec 1,2017 4,848,000.00 72,720.00 72,720.00 4,848,000.00 Jun 1, 2018 4,848,000.00 279,000.00 72,720.0D 12,120.00 363,840.05 436,560.00 4,569,000.05 Dec 1, 2018 4,569,000.00 68,535.00 68,535.00 4,569,000.00 Jun 1, 2019 4,569,000.00 288,000.00 68,535.00 11,422.50 367,957.50 436,492.50 4,281,000.00 Dec 1, 2019 4,281,000.00 64,215.00 64,215.00 4,281,000.00 Jun 1, 2020 4,281,000.00 297,000.00 64,215.00 10,702.50 371,917.50 436,132.50 3,984,000 00 Dec 1, 2028 3,984,000.00 59,760.00 59,760.0D 3,984,000.00 Jun 1, 2021 3,984,000.00 307,000.00 59,760.00 9,960.00 376,720.00 436,480.00 3,677,000.00 Dec 1, 2021 3,677,000.00 55,155.00 55,155.00 3,677,000.00 Jun 1, 2022 3,677,000.00 317,000.00 55,155.00 9,192.50 381,347.50 436,502.50 3,360,000.00 Dec 1, 2022 3,360,000.00 50,400.00 50,400.00 3,360,000.00 Jun 1, 2023 3,360,000.00 327,000.00 50,400.00 8,400.00 385,800.00 436,200.00 Dec 1, 2023 3,033,000.00 45,495.00 45,495.00 Jun 1, 2024 3,033,000.00 338,000.00 45,495.00 7,582.50 391,077.50 436,572.50 Dec 1, 2024 2,695,000.00 40,425,00 40,425.00 Jun 1, 2025 2,695,000.00 349,000.00 40,425.00 6,737.50 396,162,50 436,587.50 Dec 1, 2025 2,346,000.00 35,190.00 35,190.00 Jun 1, 2026 2,346,000.00 360,000.00 35,190.00 5,865.00 401,055,00 436,245.00 1,986,000.00 Dec 1, 2026 1,986,000.00 29,790.00 29,790.0D 1,986,000.00 Jun 1, 2027 1,986,000.00 372,000.00 29,790.00 4,965.00 406,755.00 436,545.00 1,614,000.00 Dec 1, 2027 1,614,000.00 24,210.00 24,210.00 1,614,000.00 Jun 1, 2028 1,614,000,00 384,000.00 24,210.00 4,035,00 412,245.00 436,455.00 1,230,000.00 Dec 1, 2028 1,230,000.00 16,450.00 18,450.00 1,230,000.00 Jun 1, 2029 1,230,000.00 397,000.00 18,450.00 3,075.00 418,525.00 436,975.00 833,000.00 Dec 1, 2029 833,000.00 12,495 00 12,495.00 833,000,00 3,033,000.00 3,033,000.00 2,695,000.00 2,695,000.00 2,346,000,00 2,346,000.00 Jun 1, 2030 833,000.00 410,000.00 12,495.00 Dec 1, 2030 423,005.00 6,345.00 Jun 1, 2031 423,000.00 423,000.00 6,345.00 2,082.50 424,577.50 437,072.50 423,000.00 6,345.00 423,000.00 1,057.50 430,402.50 436,747.50 0.00 DiVESIING 10 IOWA'S WATER swww lo,,srf.com Masterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Procedure to Complete Action on the Issuance of $8,676,000 Water Revenue Capital Loan Notes, Series 2010C (Drinking Water State Revolving Fund Loan) for the Water Meter Change Out Project DATE: January 25, 2010 MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Kenneth J. TeKippe, Finance Director Michael C. Van Milligen Dubuque kithil AI- AmedcaMy 11111, m 2007 Finance Director Ken TeKippe recommends City Council approval of the suggested proceedings to complete action required on the Water Revenue Capital Loan Notes (Drinking Water State Revolving Fund Loan) for the Water Meter Change Out Project. This action will permit the City to take advantage of a 3% fixed interest rate for 20 years for one Note in the amount of $7,676,000 (with a .25% annual administrative fee and a one -time 1% loan origination fee for the borrowing) and a second forgivable Note in the amount of $1,000,000. The loan funds will be used for the Water Meter Change Out Project. The work includes replacing approximately 22,000 water meters and installation of hardware and software for fixed based remote read capabilities. concur with the recommendation and respectfully request Mayor and City Council approval. Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: Kenneth J. TeKippe, Finance Director !"z Cdeern DATE: January 20, 2010 Dubuque kdkil AY- AmericaC y 1 2007 SUBJECT: Procedure to Complete Action on Issuance of $8,676,000 Water Revenue Capital Loan Notes, Series 2010C (Drinking Water State Revolving Fund Loan) for the Water Meter Change Out Project The purpose of this memorandum is to provide suggested proceedings to complete action required on the Water Revenue Capital Loan Notes (Drinking Water State Revolving Fund Loan) for the Water Meter Change Out Project. This action will permit the City to take advantage of a 3% fixed interest rate for 20 years for one Note in the amount of $7,676,000 (with a .25% annual administrative fee and a one -time 1% loan origination fee for the borrowing) and a second forgivable Note in the amount of $1,000,000. The loan funds will be used for the Water Meter Change Out Project. The work includes replacing approximately 22,000 water meters and installation of hardware and software for fixed based remote read capabilities. The proceedings include a resolution approving and authorizing the form of separate Loan and Disbursement Agreements for the $7,676,000 portion and for the $1,000,000 portion of the issuance, and authorizing the issuance of the above Notes to the Iowa Finance Authority (the "Authority "). The resolution also incorporates by reference the form of the Tax Exemption Certificate and Loan and Disbursement Agreements, copies of which are on file in the office of the City Clerk. The Tax Exemption Certificate sets out in detail a number of facts, promises and obligations which must be met and agreed to by the City in order to maintain the Notes as tax exempt. The Loan and Disbursement Agreements also set forth a number of covenants and agreements on the part of the City with respect to the repayment on the Loan. This is the final City Council action required on the Water Revenue Capital Loan Notes. A letter from Attorney William Noth detailing information on the loan is enclosed. KT /jg Enclosures cc: Barry Lindahl, City Attorney Jenny Larson, Budget Director Jeanne Schneider, City Clerk WILLIAM J. NOTH WNOTHOAHLERSLAW.COM BY FEDERAL EXPRESS Mr. Ken TeKippe Finance Officer City of Dubuque 50 West 13th Street Dubuque, Iowa 52001 -4864 AHLERS .COONEY, P.C. ATTORNEYS AT LAW 100 COURT AVENUE • SUITE 600 DES MOINES. IOWA 50309 -2231 PHONE 515 -243 -7611 FAX: 515 -243 -2149 WWW.AHLERSLAW.COM January 18, 2010 RE: $8,676,000 Water Revenue Capital Loan Notes, Series 2010C (Drinking Water State Revolving Fund Loan) Dear Mr. TeKippe: Direct Dial: (515)246 -0332 With this letter I am enclosing suggested Council proceedings to authorize issuance of the above Notes. The proceedings include a Series Resolution approving and authorizing the form of Loan and Disbursement Agreement for the $7,676,000 portion of the debt and the form of Forgivable Loan and Disbursement Agreement for the $1,000,000 portion of the issuance, and authorizing the issuance of the above Notes to the Iowa Finance Authority (the "Authority "). The resolution also incorporates by reference the form of the Tax Exemption Certificate and Loan and Disbursement Agreements, copies of which are enclosed for filing in your office. The Tax Exemption Certificate sets out in detail a number of facts, promises and obligations which must be met and agreed to by the Council in order to maintain the Notes as tax - exempt obligations. The Loan and Disbursement Agreements also set forth a number of covenants and agreements on the part of the Council with respect to the repayment of the Loan. Also enclosed are the final closing certificates. The Transcript Certificate can be completed and dated as soon as final action has been taken. The Delivery Certificate and the Tax Exemption Certificate should be executed but left undated. Please insert the 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 January 18, 2010 Page 2 financial data for the City in the Delivery Certificate on page 2. Please note a local bank must also sign the Delivery Certificate to attest the City signatures thereon. Similarly, all copies of the Loan and Disbursement Agreements should be signed and sealed but left undated. The dates will be added pursuant to authorization from the City at the time of final closing and delivery of the Notes to the Authority. Please return these certificates and all copies of each Agreement to me for holding and review before the closing arrangements are made. Original forms of Note R -1 and Note R -2 are enclosed as well. Each Note should be manually signed by the Mayor and City Clerk and by the Treasurer as the Registrar where indicated. The date of authentication and date of delivery are not known at this time and should be left blank; both dates will be inserted as of the actual closing date of the Loan. The completed Notes also should be returned to us for holding prior to closing. The Tax Exemption Certificate is an important document and contains important information concerning the calculated yield on the Notes and a number of covenants and obligations on the part of the City. This certificate should be retained as a part of your permanent records. I will not attempt to summarize all of the matters which are included in this certificate but I do want to point out some important ones. Tax exemption is based in part upon the fact that the use of the facilities to be acquired by the City with the proceeds of the Loan will be for the benefit of the public and will not be used in the private trade or business of any business or non - tax - exempt entity. The properties acquired with the proceeds must not be sold or diverted to any private or nonpublic use unless the significance of that action is reviewed by bond counsel. We understand that the proceeds of the Loan will be used for the purpose of paying costs of construction of certain improvements and extensions to the Water Utility System. All of the financed facilities are expected to be owned by the City and used by the public generally, including commercial and industrial users. We understand that there are no contractual arrangements or agreements of any sort between the City of Dubuque and any commercial or industrial user of the municipal utility with respect to rates or use of any part of the Utility. We recognize that larger customers of the Utility may be subject to charges or rates that are different from the current residential charges, depending on the volume of the water they purchase. However, any such charges must be imposed by virtue of Council ordinance or resolutions and apply to all entities meeting January 18, 2010 Page 3 the standards set forth therein. No other charges or payments should be imposed or paid to the City by any commercial or industrial user for water services or Project - related construction and acquisition activities beyond those mandated by ordinance for certain classes of users. These understandings are reflected in the Tax Exemption Certificate, so please let me know immediately if our understandings are not correct in any respect. In addition, the Tax Exemption Certificate sets forth the best knowledge and belief which the City has as of today concerning the timely expenditure of the proceeds as the City reasonably expects expenditures to occur. If for any reason the City finds it will be prevented from expending the proceeds fully within three years, that matter should be referred to us. These Notes are also issued under the expectation that the City will be exempt from the requirement to rebate arbitrage earnings to the United States Government since you intend to spend the proceeds of the Notes, in accordance with the schedule described in Section 3.3 of the Tax Exemption Certificate. There are a number of other general promises and commitments by the City to take or refrain from action, which are necessary to maintain the tax exemption of these Notes. You should recognize that these promises and commitments are required of the City on an ongoing basis and that the possibility of some additional future action does exist. Also enclosed is IRS Form 8038 -G -- Information Return for Tax Exempt Governmental Bond Issues for the Notes. Please fill in No. 2 under Part I, sign, do not date and return to our office for completion. We will send you a completed copy of each form for your file at closing. Extra copies of the proceedings are enclosed to be completed as the original and certified back to our office. January 18, 2010 Page 4 Please note that in the event that the City does not meet the requirements of the American Recovery and Reinvestment Act and the Iowa Finance Authority does not forgive the loan for $1,000,000, the City will incur additional loan costs. These additional loan costs represent the Initiation Fee of $10,000 and Service Fee on outstanding amounts, and amounts representing accrued interest from the time of loan closing to June 1, 2012. These additional loan costs will be added to the Final Amortization Schedule and the Issuer will need to pay such additional amounts from cash on hand. WJN:dc encl. If you have any questions, please don't hesitate to call. DC ORN ELL\ 643 2 5 0.1 \ W P\ 10422.091 Yours very truly, William J. Noth NOTICE AND CALL OF PUBLIC MEETING (This Notice to be posted) Governmental Body: The City Council of Dubuque, Iowa. Date of Meeting: February 1, 2010. Time of Meeting: 6:30 o'clock P.M. Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for said meeting is as follows: $8,676,000 Water Revenue Capital Loan Notes, Series 2010C Approve forms of Tax Exemption Certificate and Loan and Disbursement Agreements. Series Resolution authorizing and providing for the issuance and securing the payment of $8,676,000 Water Revenue Capital Loan Notes, Series 2010C by the City of Dubuque, Iowa under the provisions of Chapter 384 of the Code of Iowa, providing for a method of payment thereof, approving Loan and Disbursement Agreements, and other related matters Such additional matters as are set forth on the additional 11 page(s) attached hereto. This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of said governmental body. 6ity Clerk, Dubuque, Iowa February 2, 2010 The City Council of Dubuque, Iowa, met in regular session, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:30 o'clock P.M., on the above date. There were present Mayor Roy D. Buol in the chair, and the following named Council Members: Karla Braig, Joyce Connors, Ric Jones, Kevin Lynch, David Resnick Dirk Voetberg Absent: None * * * * * * * * * *. 2 Council Member Braig moved that the forms of Tax Exemption Certificate and Loan and Disbursement Agreements be placed on file and approved.. Council Member Connors seconded the motion and the roll being called thereon, the vote was as follows: AYES: Braig, Buol, Connors, Jones, Lynch, Resnick, Voetberg NAYS: None Council Member Braig introduced the following Resolution entitled "SERIES RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $8,676,000 WATER REVENUE CAPITAL LOAN NOTES, SERIES 2010C, BY THE CITY OF DUBUQUE, IOWA UNDER THE PROVISIONS OF CHAPTER 384 OF THE CODE OF IOWA, PROVIDING FOR A METHOD OF PAYMENT THEREOF, APPROVING LOAN AND DISBURSEMENT AGREEMENTS, AND OTHER RELATED MATTERS ", and moved its adoption. Council Member Connors seconded the motion to adopt. The roll was called and the vote was: AYES: Braig, Buol, Connors, Jones, Lynch, Resnick, Voetberg NAYS: None Whereupon the Mayor declared the following Resolution duly adopted: 3 RESOLUTION NO. 35-10 SERIES RESOLUTION AUTHORIZING AND. PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $8,676,000 WAl'ER REVENUE CAPITAL LOAN NOTES, SERIES 2010C BY THE CITY OF DUBUQUE, IOWA UNDER THE PROVISIONS OF CHAPTER 384 OF THE CODE OF IOWA, PROVIDING FOR A METHOD OF PAYMENT THEREOF, APPROVING LOAN AND DISBURSEMENT AGREEMENTS, AND OTHER RELATED MATTERS WHEREAS, the City Council of the City of Dubuque, Iowa (the "City ") has heretofore established charges, rates and rentals for services which are and will continue to be collected as system revenues of the Municipal Water Utility System, and said revenues have not been pledged and are available for the payment of sewer revenue bonds or notes, subject to the following premises; and WHEREAS, by Resolution No. 379 -08 passed and approved on October 20, 2008 (the "Master Resolution "), the City Council heretofore has authorized the issuance of $1,195,000 Water Revenue Capital Loan Notes, Series 2008D, for the purpose of financing the construction of the Series 2008D Project described therein, and to pay related costs of issuance; and WHEREAS, pursuant to the American Recovery and Reinvestment Act of 2009 ( "ARRA "), and in accordance with the terms of the Forgivable Loan and Disbursement Agreement, the Iowa Finance Authority has authority to make and desires to make a forgivable loan to the City in the amount of $229,000, from funds available to the Iowa Finance Authority under the ARRA, for the purpose of assisting in financing a portion of the Project (defined herein); and WHEREAS, separate notices of the intention of the City Council to take action for the issuance of not to exceed $8,000,000 Water Revenue Capital Loan Notes and $1,000,000 Water Revenue Capital Loan Notes have heretofore been duly published and no objections to such proposed action have been filed; and WHEREAS, Section 8.3 of the Master Resolution authorizes the issuance of additional Senior Bonds, including Senior SRF Bonds, by the City from time to time, if all of the conditions set forth therein are satisfied; and WHEREAS, the Council has determined to issue additional Senior SRF Bonds, and has determined that, upon passage of this Series Resolution and receipt of the reports the City by this Series Resolution, including, but not limited to, the Tax Exemption Certificate referred to in Section 5.1 hereof. Section 6.4. Construction. Except to the extent set forth herein, all of the applicable terms, conditions and provisions of the Master Resolution shall be deemed and construed to apply to the Series 2010C Bonds and are hereby incorporated by reference and made a part hereof to the same extent as if fully set forth herein. Except as may otherwise be provided herein, the Master Resolution shall remain in full force and effect. Section 6.5. Severability. If any section, paragraph, or provision of this Series Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions. Section 6.6. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Series Resolution are, to the extent of such conflict, hereby repealed; and this Series Resolution shall be in effect from and after its adoption. ATTEST: PASSED AND APPROVED this 1 day of February, 2010. Mayor STATE OF IOWA ) SS COUNTY OF DUBUQUE ) SEAL CERTIFICATE I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty -four hours prior to the commencement of the meeting as required by said law and with members of the public present in attendance; I. further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective city offices as indicated therein, that no Council vacancy existed except as may be stated in said proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand d the seal of said Municipality hereto affixed this 7iti day of �,�% , 2010. y Clerk, Dubuque, Iowa