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Bonds, $140,000 Vessel SystemsMEMORANDUM December 8, 2003 TO: FROM: SUBJECT: The Honorable Mayor and City Council Members Michael C. Van Milligen, City Manager Issuance of Not to Exceed $140,000 Urban Renewal Tax Increment Revenue Bonds to Support Vessel Systems, Inc. Project Economic Development Director Bill Baum is recommending the issuance of not to exceed $140,000 in urban renewal tax increment revenue bonds to support the Vessel Systems, Inc. project at the Dubuque Industrial Center West. On June 2, 2003, the City Council approved a Development Agreement with Vessel Systems, Inc. Vessel Systems has agreed to build a 31,000 square foot manufacturing plant, retain 24 employees and hire 25 new employees within three years. The agreement stipulates construction of a new plant facility with a minimum assessed value for taxation purposes of not less than $1,000,000. The tax revenue stream from that assessment will support the $140,000 borrowing over a ten-year period. The company has worked with a local bank to pumhase the TIF bond. I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C ' ' MCVM/jh Attachment cc: Barry Lindahl, Corporation Counsel Cindy Steinhauser, Assistant City Manager William Baum, Economic Development Director CITY OF DUBUQUE, IOWA MEMORANDUM December 5, 2003 TO: FROM: SUB J: Michael Van Milligen, City Manager W am Baum, Economic Development Director Issuance of Not to Exceed $14(~,000 Urban Renewal Tax Increment Revenue Bonds to Support Vessel Systems, Inc. Project INTRODUCTION This memorandum presents for City Council adoption two resolutions instituting proceedings and authorizing the issuance of not to exceed $140,000 in urban renewal tax increment revenue bonds to support Vessel Systems Inc.'s expansion project at the Dubuque Industrial Center West. A public hearing has been scheduled for December 15, 2003. BACKGROUND On December 1, 2003, the City Council set for public headng the proposed action of the City Council to issue bonds for Vessel Systems. The City must hold a public hearing whenever it obligates tax increment revenues. The City's Development Agreement with Vessel Systems stipulates the amount of tax increment financing (TIF) shall not exceed $140,000. The Development Agreement also specifies that the minimum assessed value must not be less than $1 million. This assessment will generate sufficient tax revenues over a ten-year period to support the $140,000 borrowing. The developer has worked with Dubuque Bank and Trust to purchase the TIF bond. DISCUSSION If, after public hearing, the City Council decides to support the project with tax increment revenue bonds, the City Council is required by statute to adopt a resolution instituting proceedings to issue the bonds, along with a resolution authorizing the issuance. The attached resolutions have been prepared by the City's bond counsel as required by law. In the event the City Council decides to abandon the proposal to issue the bonds after the public hearing, then the resolution authorizing the issuance should not be adopted and a motion should be adopted to the effect that such bond proposal is abandoned. RECOMMENDATION I recommend that the City Council adopt the attached resolutions and proceed with the issuance of not to exceed $140,000 in urban renewal tax increment revenue bonds to support Vessel Systems, Inc.'s expansion project at the Dubuque Industrial Center West. As provided in the Development Agreement, the company will employ 49 people (24 existing and 25 new positions) within 3 years. ACTION STEP The action step for the City Council is to adopt the attached resolutions. attachments F:\USERS~Pm~hre\WPDOCS%OANDOC\vesseis\TIFPHMEMQdoc (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: Date of Meeting: Time of Meeting: Place of Meeting: The City Council of Dubuque, Iowa, ~ 2003. o'clock __ .M. Auditorium, Carnegie-Stout Public Library, 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: Not to exceed $140,000 Urban Renewal Tax Increment Revenue Bonds. Public hearing on the issuance. Resolution instituting proceedings to take additional action. Such additional matters as are set forth on the additional (number) 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. City Clerk, Dubuque, Iowa ,2003 The City Council of Dubuque, Iowa, met in Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa, at on the above date. There were present Mayor the following named Council Members: session, in the o'clock __.M., , in the chair, and Absent: The Mayor announced that this was the time and place for the public hearing and meeting on the matter of the issuance of not m exceed $140,000 Urban Renewal Tax Increment Revenue Bonds in order to provide funds to pay costs of aiding in the planning, undertaking and carrying out of urban renewal project activities under the authority of Chapter 403 of the Code of Iowa and the Amended and Restated Urban Renewal Plan for the Dubuque Industrial Center Economic Development District, including those costs associated with the funding of an economic development grant to the Vessel Systems, Inc. under the terms of a Development Agreement between the City and said developer, and that notice of the proposed action by the Council to institute proceedings for the issuance of said Urban Renewal Tax Increment Revenue Bonds, had been published pursuant to the provisions of Section 403.9 of the Code of Iowa. The Mayor then asked the Clerk whether any written objections had been filed by any City resident or property owner to the issuance of said Urban Renewal Tax Increment Revenue Bonds. The Clerk advised the Mayor and the Council that written objections had been filed. The Mayor then called for oral objections to the issuance of said Urban Renewal Tax Increment Revenue Bonds and were made. Whereupon, the Mayor declared the time for receiving oral and written objections to be closed. (Attach here a summary of objections received or made, if any) The Council then considered the proposed action and the extent of objections thereto. Whereupon, Council Member Patri c i a C 1 i ne introduced and delivered to the Clerk the Resolution hereinafter set out entitled "RESOLUTION INSTITUTING PROCEEDINGS TO TAKE ADDITIONAL ACTION FOR THE ISSUANCE OF NOT TO EXCEED $140,000 URBAN RENEWAL TAX INCREMENT REVENUE BONDS," and moved its adoption. Council Member Dan Ni chol son seconded the motion to adopt. The roll was called and the vote was, AYES: Buol, Cline, Connors, Duggan, Markham. Michalski. Nicholson NAYS: None Whereupon, the Mayor declared said Resolution duly adopted as follows: RESOLUTION NO. 518-03 RESOLUTION INSTITUTING PROCEEDINGS TO TAKE ADDITIONAL ACTION FOR THE ISSUANCE OF NOT TO EXCEED $140,000 URBAN RENEWAL TAX INCREMENT REVENUE BONDS WHEREAS, pursuant to notice published as required by law, this Council has held a public meeting and heating upon the proposal to institute proceedings for the issuance of not to exceed $140,000 Urban Renewal Tax Increment Revenue Bonds for the purpose of pay costs of aiding in the planning, undertaking and carrying out of urban renewal project activities under the authority of Chapter 403 of the Code of Iowa and the Amended and Restated Urban Renewal Plan for the Dubuque Industrial Center Economic Development District, including those costs associated with the funding of an economic development grant to the Vessel Systems, Inc. under the terms of a Development Agreement between the City and said developer, and has considered the extent of objections received from residents or property owners as to said proposed issuance; and, accordingly the following action is now considered to be in the best interests of the City and residents thereof: NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That this Council does hereby institute proceedings and takes additional action for the sale and issuance in the manner required by taw of not to exceed $140,000 Urban Renewal Tax Increment Revenue Bonds for the foregoing purpose. Section 2. The City Manager is authorized and directed to proceed on behalf of the City with the negotiation of the terms of said Urban Renewal Tax Increment Revenue Bonds, to select a date for the sale and authorization thereof, to cause to be prepared such notice and sale information as may appear appropriate, to publish and distribute the same on behalf of the City and this Council and otherwise to take all action necessary to permit the sale of said Urban Renewal Tax Increment Revenue Bonds on a basis favorable to the City and acceptable to the Council. PASSED AND APPROVED this ATTEST: 15th day of December .,2003. (. ity Clerk (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: Date of Meeting: Time of Meeting: Place of Meeting: The City Council of Dubuque, Iowa. December 15 ,2003. 6:30 o'clock ? .M. Auditorium, Carnegie-Stout Public Library, Dubuque, Io~va. 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: Not to exceed $140,000 Urban Renewal Tax Increment Revenue Bonds. · Public hearing on the issuance. · Resolution instituting proceedings to take additional action. Such additional matters as are set forth on the additional 10 page(s) attached hereto. (number) This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of said governmental body. Clerk, Dubuque, iowa ' December 16 .,2003 The City Council of Dubuque, Iowa, met in Regul ar session, in the Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa, at 6.' 30 o'clock P.M., on the above date. There were present Mayor Terrance M. Dug.gan , in the chair, and the following named Council Members: Roy Buol, Patricia Cline, Joyce Connors, John Markham, Ann Mlchalski, Dan Nicholson Absent: None The Mayor announced that this was the time and place for the public hearing and meeting on the matter of the issuance of not to exceed $140,000 Urban Renewal Tax Increment Revenue Bonds in order to provide funds to pay costs of aiding in the planning, undertaking and carrying out of urban renewal project activities under the authority of Chapter 403 of the Code of Iowa and the Amended and Restated Urban Renewal Plan for the Dubuque Industrial Center Economic Development District, including those costs associated with the funding of an economic development grant to the Vessel Systems, Inc. under the terms of a Development Agreement between the City and said developer, and that notice of the proposed action by the Council to institute proceedings for the issuance of said Urban Renewal Tax Increment Revenue Bonds, had been published pursuant to the provisions of Section 403.9 of the Code of Iowa. The Mayor then asked the Clerk whether any written objections had been filed by any City resident or property owner to the issuance of said Urban Renewal Tax Increment Revenue Bonds. The Clerk advised the Mayor and the Council that no written objections had been filed. The Mayor then called for oral objections to the issuance of said Urban Renewal Tax Increment Revenue Bonds and none were made. Whereupon, the Mayor declared the time for receiving oral and written objections to be closed. (Attach here a summary of objections received or made, if any) ,2003 The City Council of Dubuque, Iowa, met in Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa, at on the above date. There were present following named Council Members: session, in the o'clock .M., _, in the chair, and the Absent: RESOLUTION 519-03 A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $140,000 URBAN RENEWAL TAX INCREMENT REVENUE BONDS, TAXABLE SERIES 2003, OF THE CITY OF DUBUQUE, IOWA, AND PROVIDING FOR THE SECURING OF SUCH BONDS FOR THE PURPOSE OF CARRY1NG OUT AN URBAN RENEWAL PROJECT IN THE AREA OF THE CITY OF DUBUQUE, IOWA DESIGNATED AS THE DUBUQUE INDUSTRIAL CENTER ECONOMIC DEVELOPMENT DISTRICT WHEREAS, the City Council of the City of Dubuque, Iowa (the "City" or the "Issuer") did heretofore adopt an Amended and Restated Urban Renewal Plan by Resolution No. 142-97 of this City Council approved on April 7, 1997 (the "Urban Renewal Plan"), under which plan there is to be carded out urban renewal project activities in an area designated as the Dubuque Industrial Center Economic Development District (the "Project Area"); and WHEREAS, it is presently estimated that the costs of carrying out the purposes and provisions of the Urban Renewal Plan for the Project Area, including the purpose set forth in Section 3 hereof, exceed $140,000, and provisions must now be made by the City to provide for the payment of such costs by the issuance of Bonds; and WHEREAS, the City has heretofore adopted Ordinance No. 66-97 (the "Ordinance"), under which the taxes levied on the taxable property in the Project Area shall be divided, and a special fund created under the authority of Section 403.19(2) of the Code of Iowa, as amended (which special fund is hereinafter referred to as the "Dubuque Industrial Center Urban Renewal Tax Increment Revenue Fund" or "Revenue Fund") which fund was created in order to pay the principal of and interest on loans, monies advanced to or indebtedness whether funded, refunded, assumed, or otherwise, including bonds issued under the authority of Section 403.9(1) of the Code of Iowa, as amended, incurred by the City to finance or refinance in whole or in part urban renewal project activities undertaken within the Project Area, and pursuant to which Ordinance such Revenue Fund may be in'evocably pledged by the City for the payment of principal and interest on such indebtedness; and WHEREAS, the notice of intention of Issuer to take action for the issuance of not to exceed $140,000 Urban Renewal Tax Increment Revenue Bonds has heretofore been duly published and no objections to such proposed action have been filed and it is now necessary and advisable that provisions be made for the issuance of Bonds to the amount of $140,000 pursuant to the provisions of Section 403.9(1) of the Code of Iowa, payable -3- from a portion of the income and proceeds of the Revenue Fund and other funds of the City derived from or held in connection with the undertaking and carrying out of the Urban Renewal Plan for the Project Area as described herein. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, 1N THE COUNTY OF DUBUQUE, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: · "Bonds" or "Bond" shall mean the $140,000 Urban Renewal Tax Increment Revenue Bond, Taxable Series 2003, authorized to be issued by this Resolution; "Clerk" shall mean the City Clerk or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities; "Corporate Seal" shall mean the official seal of Issuer adopted by the Governing Body; · "Dubuque Industrial Center Urban Renewal Tax Increment Revenue Fund" or "Revenue Fund" means the special fund of the City created under the authority o£ Section 403.19(2) of the Code of Iowa and the Ordinance, which fund was created in order to pay the principal of and interest on loans, monies advanced to, or indebtedness, whether funded, refunded, assumed or otherwise, including bonds or other obligations issued under the authority of Section 403.19 or 403.12 of the Code of Iowa, incurred by the City to finance or refinance in whole or in part projects undertaken pursuant to the Urban Renewal Plan for the Project Area; · "Fiscal Year" shall mean the twelve-month period begim~ing on July 1 of each year and ending on the last day of June of the following year, or any other consecutive twelve-month period adopted by the Governing Body or by law as the official accounting period of the Issuer; · "Governing Body" shall mean the City Council of the City, or its successor in fimction with respect to the operation and control of the Project Area; · "Independent Auditor" shall mean an independent firm of certified public accountants or the Auditor of State; -4- "Issuer" and "city'' shall mean the City of Dubuque, Iowa; "Ordinance" shall mean Ordinance No. 66-97 of the City, as amended from time to time; · "Original Purchaser" shall mean Dubuque Bank and Trust Company, Dubuque, Iowa, as the purchaser of the Bond from Issuer at the time of its original issuance; · "Paying Agent" shall be the City Treasurer, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Bond as the same shall become due; "Project Area" shall mean the Dubuque Industrial Center Economic Development District of the Issuer, as amended from time to time; · "Project Fund" or "Construction Account" shall mean the fund required to be established by this Resolution for the deposit o£the proceeds of the Bond; "Registrar" shall be the City Treasurer of Dubuque, Iowa, 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 Bond. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bond; · "Tax Increments" means the property tax revenues divided and made available to the City for deposit in the Dubuque Industrial Center Urban Renewal Tax Increment Revenue Fund under the provisions of Section 403.19 of the Code and the Ordinance; · "Treasurer" shall mean the City Treasurer or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Bond issued hereunder. Section 2. Authori _ty. The Bond authorized by this Resolution shall be issued pursuant to Section 403.9 of the Code of Iowa, and in compliance with all applicable provisions of the Constitution and laws of the State of Iowa. -5- Section 3. Authorization, Purpose and Approval of Related Documents. There are hereby authorized to be issued, a negotiable, serial, fully registered Urban Renewal Tax Increment Revenue Bond, Taxable Series 2003, o£the City of Dubuque, in the County of Dubuque, State of Iowa, in the aggregate amount of $140,000 for the purpose of paying costs of aiding in the planning, undertaking and carrying out of urban renewal project activities under the authority of Chapter 403 of the Code of Iowa and the Amended and Restated Urban Renewal Plan for the Dubuque Industrial Center Economic Development District, including those costs associated with the funding of an economic development grant to the Vessel Systems, Inc. under the terms of a Development Agreement between the City and said Developer. The Purchase Agreement between the City and the Original Purchaser (the "Purchase Agreement") is hereby approved in substantially the form presented at this meeting, and the Mayor and City Clerk are authorized to execute and deliver the same on behalf of the City with such changes as shall to them, upon the advice of Corporation Counsel, be necessary or appropriate. As set forth in the Purchase Agreement and on the Debt Service Schedule attached to the Bond, proceeds of the Bond shall be drawn upon by the Treasurer on the date of issuance in the aggregate amount of $140,000 and thereafter held in the Project Fund until applied to costs of issuance. Section 4. Source o£Pavment. As provided and required by Chapter 403 o£the Code of Iowa, and Section 403.9 thereof, the Bond and interest thereon shall be payable fi:om and secured solely and only by the Tax Increments deposited and held fi:om t/me to time in the Revenue Fund. The City hereby covenants and agrees to maintain the Ordinance in force during the term of the Bond and to apply the Tax Increments collected in the Revenue Fund to the payment of the principal of and interest on the Bond. The Bond shall not be payable in any manner by general taxation or from any other City funds. The Bond shall not constitute an indebtedness within the meaning of any statutory debt limitation or restriction and shall not be subject to the provisions o£any other law relating to the authorization, issuance or sale o£bonds. The Bond shall recite in substance that it has been issued by the City in connection with an urban renewal project as defined in Chapter 403 of the Code of Iowa, and in any suit, action or proceeding involving the validity or enforceability of any Bond issued hereunder or the security therefor, such Bonds shall be conclusively deemed to have been issued for such purpose and such project shall be conclusively deemed to have been -6- planned, located and carded out in accordance with the provisions of Chapter 403 of the Code of Iowa. Section 5. Bond Details. An Urban Renewal Tax Increment Revenue Bond of the City in the amount o£$140,000 shall be issued pm~uant to the provisions of Section 403.9 of the Code of Iowa for the aforesaid purpose. The Bond shall be designated "URBAN RENEWAL TAX INCREMENT REVENUE BOND, TAXABLE SERIES 2003", be dated as of the date of delivery, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on June 30, 2004 and semiannually thereafter on June 30th and December 30th of each year until maturity at the rate hereinafter provided. The Bond shall bear interest from the date of disbursement of the proceeds thereof at the rate of 8.00% per annum until paid, and the Bond shall mature in the principal amounts set forth on the Debt Service Schedule attached to the Bond as Exhibit A and incorporated herein by this reference. As set forth on said Debt Service Schedule, principal shall be payable on December 30, 2005 and semiannually thereafter on June 30th and December 30th of each year in the amounts set forth therein until principal and interest are fully paid, except that the final installment of the entire balance of principal and interest, if not sooner paid, shall become due and payable on June 30, 2015. The Bond shall be executed by the manual signature of the Mayor and attested by the manual signature of the City Clerk, and impressed 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 ora check to the registered owner of the Bond. The Bond shall be in the denomination of $1,000 or multiples thereof and shall, at the request of the Original Purchaser, be issued initially as a single Bond in the principal amount of $140,000 and numbered R- 1. Section 6. Redemption. The principal of the Bond may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or from time to time in part, by giving thirty days' notice of redemption by registered mail, to the registered owner of the Bond. The terms of redemption shall be par, plus accrued interest to date of call. Section 7. Registration of Bonds; Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation. -7- (a) Registration. The ownership of the Bond may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Bond, and in no other way. The Treasurer is hereby appointed as Bond Registrar under the terms of this Resolution. Registrar shall maintain the books of the Issuer for the registration of ownership of the Bond for the payment of principal of and interest on the Bond as provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.83(5) of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond and in this Resolution. (b) Transfer. The ownership of any Bond may be transferred only upon the Registration Books kept for the registration and transfer of Bonds 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 Bond (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 Bond, a new fully registered Bond, 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 Bond, 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 Bonds. In all cases of the transfer of the Bond, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bond, in accordance with the provisions of this Resolution. (d) Ownership. As to any Bond, 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 Bond 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 Bond, including the interest thereon, to the extent of the sum or sums so paid. (e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds 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 Bonds to the Issuer. (f) Non-Presentment of Bonds. In the event any payment check representing payment of principal of or interest on the Bond is returned to the Paying Agent or is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds 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 Bond 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 Bonds 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 Bonds. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years 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 sun'ender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the owners of such interest or Bonds of whatever nature shall be made upon the Issuer. Section 8. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond 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 9. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Bond, 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 -9- discharge the obligations of the Issuer in respect of such Bond to the extent of the payments so made. The final payment of principal shall only be made upon surrender of the Bond to the Paying Agent. Section 10. Execution, Authentication and Delivery of the Bonds. Upon the adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bond to the Registrar, who shall authenticate the Bond and deliver the same to or upon order of the Original Purchaser. No Bond 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 Bond a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. Section 11. Right to Name Substitute Paving Agent or Registrar. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered Bondholder. -10- Section 12. Form of Bond. Bonds shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: (7) ] I (8) I (1) I (2) I I (~) I I (4) I I (>) (9) (10) (Continued on the back of this Bond) [ {11){12){13) I I (14) [ [ {15) FIGURE1 (Fron0 -tl- (10) (Continued) (16) FIGURE 2 (Back) - 12- The text of the Bonds 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" "URBAN RENEWAL TAX INCREMENT REVENUE BOND" "TAXABLE SERIES 2003" [TAXABLE FOR FEDERAL INCOME TAX PURPOSES] Item 2, figure 1 = Rate: 8.00% Item 3, figure 1 = Maturity: As described herein Item 4, figure 1 = Bond Date: Date of Delivery Item 5, figure 1 = Cusip No.: N/A Item 6, figure 1 = "Registered" Item 7, figure 1 = Certificate No. R-1 Item 8, figure 1 = Principal Amount: $140,000 Item 9, figure 1 = The City of Dubuque, Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, on the maturity dates described herein, to Item 9A, figure I = (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, only upon presentation and surrender hereof at the office of the City Treasurer, Paying Agent of this issue, or his successor, with interest on said sum from the date hereof until paid at the rate per annum specified above, payable on June 30, 2004, and semiannually thereafter on Jm~e 30th and December 30th of each year until maturity as hereinafter provided. This Bond shall bear interest fi'om the date of disbursement of the proceeds hereof at the rate of 8.00% per annum until paid, which disbursements shall be made on the dates and in the amounts set forth on the Debt Service Schedule attached hereto as Exhibit A and incorporated herein by this reference. As set forth on said Debt Service Schedule, principal shall be payable on December 30, 2005 and semiannually thereafter -13- on June 30th and December 30th of each year in the amounts set forth therein until principal and interest are fully paid, except that the final installment of the entire balance of principal and interest, if not sooner paid, shall become due and payable on June 30, 2015. Interest and principal shall be paid to the registered holder of the Bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the month next preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. THE ISSUER DOES NOT INTEND OR REPRESENT THAT THE INTEREST ON THIS BOND WILL BE EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES UNDER SECTION 103 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE ISSUER IS NOT OBLIGATED TO TAKE ANY ACTION TO ATTEMPT TO SECURE ANY SUCH EXCLUSION. THE HOLDER OF THIS BOND THEREFORE SHOULD TREAT THE INTEREST THEREON AS BEING SUBJECT TO FEDERAL INCOME TAXATION. This Bond is issued pursuant to the provisions of Section 403.9 of the Code of Iowa, as amended, for the purpose of paying costs of aiding in the planning, undertaking and carrying out of urban renewal project activities under the authority of Chapter 403 of the Code of Iowa and the Amended and Restated Urban Renewal Plan for the Dubuque Induslrial Center Economic Development District, including those costs associated with the funding of an economic development grant to the Vessel Systems, Inc. under the terms of a'Development Agreement between the City and said Developer, in conformity to a Resolution of the Council of said City duly passed and approved. This Bond is not an indebtedness within the meaning of any statutory provisions, or a general obligation of the City. This Bond may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or from time to time in part, by giving thirty days' notice of redemption by registered mail to the registered owner of the Bond. The terms of redemption shall be par, plus accrued interest to date of call. Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by the City Treasurer, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to - 14- registered Bondholders of such change. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.83(5) of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. This Bond, as provided in the Bond Resolution of which notice is hereby given and is hereby made a part hereof, is payable from and secured by a pledge of the tax increment revenues collected in respect of properties located within the Dubuque Industrial Center Economic Development District (the "Project Area"), as defined and provided in said Resolution, as referred to and authorized in subsection 2 of Section 403.19 of the Code of Iowa, as amended ("incremental taxes"). There has heretofore been established and the City covenants and agrees that it will maintain in force an ordinance providing for the division of incremental taxes within the Project Area and for the establishment ora sinking fund to meet the principal of and interest on this Bond as the same becomes due. This Bond is not payable in any manner by general taxation and under no circumstances shall the City be in any manner liable by reason of the failure of said tax increment revenues to be sufficient for the payment hereof. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful isst~e of this Bond, have been existent, had, done and performed as required by law. 1N TESTIMONY WHEREOF, said City by its City Council has caused this Bond 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 authenticated by the manual signature of an authorized representative of the Registrar, the City Treasurer, Dubuque, Iowa. Item 11, figure 1 = Date ofanthentication: Item 12, figure 1 -- This is one of the Bonds described in the within mentioned Resolution, as registered by the City Treasurer. CITY TREASURER By: Registrar Item 13, figure 1 = Registrar and Transfer Agent: City Treasurer Paying Agent: City Treasurer -15- Item 14, figure 1 = (Seal) Item 15, figure 1 = [Signature Block] CITY OF DUBUQUE, IOWA By: Mayor's manual signature Mayor ATTEST: By: City Clerk's manual signature City Clerk Item 17, figure 2 = [Assignment Block] [Information Required for Registration] ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED) IMPORTANT - READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon - 16- the face of the certificate(s) or bond(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* Partnership Corporation Trust *If the Bond 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 Bond, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (CusO (Minor) under Iowa Uniform Transfers to Minors Act ................ (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST. - 17- Section 13. Equali _ty of Lien. The timely payment of principal of and interest on the Bonds shall be secured equally and ratably by the Tax Increments collected and deposited in the Revenue Fund without priority by reason of number or time of sale or delivery; and the Tax Increments collected and deposited in the Revenue Fund are hereby irrevocably pledged to the timely payment of both principal and interest as the same become due. Section 14. Application of Bond Proceeds. Proceeds of the Bond shall be drawn upon and applied as described in Section 3 hereof. Subject to the limitations contained in Code Section 403.9(1) any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bond at any time that other funds of the Project 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. Section 15. Tax Levy_. After its adoption, a copy of this Resolution shall be filed in the office of the County Auditor of Dubuque County to evidence the pledging of the portion of taxes to be paid into the Revenue Fund and, pursuant to the direction of Section 403.19 of the Code of Iowa, the Auditor shall thereafter allocate the taxes in accordance therewith and in accordance with the Ordinance referred to in the preamble hereof. It is hereby certified that the annual amount of Tax Increments to be collected pursuant to Section 403.19(2) of the Code of Iowa shall be not less than the annual requirement for principal and interest, as follows: Amount of Principal and Interest Year of Collection $16,816 2004/2005 20,608 2005/2006 20,608 2006/2007 20,608 2007/2008 20,608 2008/2009 20,608 2009/2010 20,608 2010/2011 20,608 2011/2012 20,608 2012/2013 -18- 20,608 2013/2014 20,608 2014/2015 Section 16. Application of Revenues. From and after the delivery of the Bond, and as long as the Bond shall be outstanding and unpaid either as to principal or as to interest, or until the Bond shall have been discharged and satisfied in the manner provided in this Resolution, the Tax Increments collected in respect of the Project Area shall be deposited as collected in the Revenue Fund and shall be disbursed only as follows: ~ (a) Sinking Fund. There is hereby established and shall be maintained a special account within the Revenue Fund fi:om which interest and principal on the Bond will be paid. The fund shall be known as the Vessel Systems, Inc. Principal and Interest Account (the "Sinking Fund"). The amount to be deposited in the Sinking Fund in any year shall be an amount equal to the interest and principal coming due on such Bond during the fiscal year. Money shall be first deposited into the Interest Account of the Sinking Fund to an amount equal to the interest falling due in each fiscal year. Money shall next be deposited into the Principal Account of the Sinking Fund to an amount equal to the principal falling due in each fiscal year. Money in the Sinking Fund shall be used solely for the purpose of paying principal of and interest on the Bond, as the same shall become due and payable. (b) Surplus Revenue. All revenues thereafter remaining in the Revenue Fund may be used to pay or reimburse the Issuer for other loans, moneys advanced to or indebtedness incurred to finance or refinance in whole or in part projects undertaken in the Project Area, as permitted by law, or may be used to pay or redeem the Bond or for any other lawful purpose. Moneys on hand in the Project Fund and all of the funds provided by this Section may be invested only in direct obligations of the United States Government or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation ("FDIC") 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 by a valid pledge of direct obligations of the United States Government having an equivalent market value. Alternatively, such moneys may be invested in tax-exempt bonds or obligations of any state or political subdivision thereof which are rated by Moody's Investors Service or Standard & Poor's Corporation at a rating classification equal to or better than the rating -19- carded by the Bond or, in the case of short-term obligations, a rating ofMIG-1, S&P-1 or better. All such interim investments shall mature before the date on which the moneys are required for the purposes for which said fund was created or otherwise as herein provided. The provisions of this Section shall not be construed to require the Issuer to maintain separate bank accounts for the funds created by this Section; except the Sinking Fund shall be maintained in a separate account but may be invested in conjunction with other funds of the City but designated as a trust fund on the books and records of the City. Section 17. Covenants Regarding the Operation of the Project Area. The Issuer hereby covenants and agrees with each and every holder of the Bond: (a) Maintenance in Force. The Issuer will maintain the Urban Renewal Plan and the Ordinance in force and will cause the incremental taxes from the Project Area to be levied annually in an amount not less than the principal and interest falling due within the year, and applied as provided in this Resolution, unless the Bonds are paid or sufficient provision for their payment is made. Provided, however, that to the extent that amounts are on hand and are sufficient to meet the payments required to be made and to maintain a sufficient balance in each fund as required by this Resolution, the Issuer may abate the levy of incremental taxes in any year. (b) Accounting and Audits. The Issuer will cause to be kept proper books and accounts adapted to the Project Area and in accordance with generally accepted accounting practices, and will cause the books and accounts to be audited annually not later than 180 days after the end of each fiscal year by.an Independent Auditor and will provide copies of the audit report to the Original Purchaser upon request. The Original Purchaser and holders of any of the Bonds shall have at all reasonable times the right to inspect the Issuer's records, accounts and data of the Issuer relating to the Revenue Fund. (c) State Laws. The Issuer will faithfully and punctually perform all duties with reference to the Urban Renewal Plan required by the Constitution and laws of the State of Iowa, and will segregate the revenues of the Project Area and apply said revenues to the funds as specified in this Resolution. (d) Amendments. The Issuer reserves the right to amend the Urban Renewal Plan for the Project Area and the Ordinance in its lawful discretion; provided, that in no event shall obligations resulting fi:om an amendment or merger thereof have any priority over the Bond. - 20 - Section 18. Remedies of Bondholders. Except as herein expressly limited the holder or holders of the Bonds shall have and possess all the rights of action and remedies affOrded by the common law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Bonds and interest thereon, and of the pledge of the revenues made hereunder, and of all covenants of the Issuer hereunder. Section 19. No Prior Lien or Parity Bonds. The Issuer will issue no other bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the Revenue Fund having priority over the Bond or standing on a parity therewith with respect to the lien and claim of such additional obligations to the revenues thereof and the money on deposit in the funds created in this' Resolution, without the ~vritten consent of the Original Purchaser or other registered holder of the Bond. Section 20. Discharge and Satisfaction of Bonds. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Bond in any one or more of the following ways: (a) By paying the Bond when the same shall become due and payable; or (b) By depositing in trust with the Treasurer, or with a corporate trustee designated by the governing body for the payment of said obligations and irrevocably appropriated exclusively to that purpose an amount in cash or direct obligations of the United States the maturities and income of which shall be sufficient to retire at maturity, or by redemption prior to maturity on a designated date upon which said obligations may be redeemed, all of such obligations · outstanding at the time, together with the interest thereon to maturity or to the designated redemption date, premiums thereon, if any that may be payable on the redemption of the same; provided that proper notice of redemption of all such obligations to be redeemed shall have been previously published or provisions shall have been made for such publication. Upon such payment or deposit of money or securities, or both, in the amount and manner provided by this Section, all liability of the Issuer with respect to the Bonds shall cease, determine and be completely discharged, and the holders thereof shall be entitled only to payment out of the money or securities so deposited. Section 21. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer and the holder or holders of the Bond, and after -21 ~ the issuance of any of the Bond no change, variation or alteration of any kind in the provisions of this Resolution shall be made in any manner, except as provided in the next succeeding Section, until such time as all of the Bond, and interest due thereon, shall have been satisfied and discharged as provided in this Resolution. Section 22. Modification of Resolution. This Resolution may be amended from time to time if such amendment shall have been consented to by holders of not less than two-thirds in principal amount of the Bonds at any time outstanding (not including in any case any Bonds which may then be held or owned by or for the account of the Issuer, but including such Refunding Bonds as may have been issued for the purpose of refunding any of such Bonds if such Refunding Bonds shall not then be owned by the Issuer); but this Resolution may not be so amended in such manner as to: (a) Make any change in the maturity or interest rate of the Bonds, or modify the terms of payment of principal of or interest on the Bonds or any of them or impose any conditions with respect to such payment; (b) Materially affect the rights of the holders of less than all of the Bonds then outstanding; and (c) Reduce the percentage of the principal amount of Bonds, the consent of the holders of which is required to effect a further amendment. Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it shall cause notice of the proposed amendment to be filed with the Original Purchaser or to be mailed by certified mail to any other registered owner of the Bond as shown by the records'of the Registrar. Such notice shall set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory Resolution is on file in the office of the City Clerk. Whenever at any time within one year from the date of the mailing of said notice there shall be filed with the City Clerk an instrument or instruments executed by the holders of at least two-thirds in aggregate principal amount of the Bonds then outstanding as in this Section defined, which instrument or instruments shall refer to the proposed amendatory Resolution described in said notice and shall specifically consent to and approve the adoption thereof, thereupon, but not othe~wvise, the governing body of the Issuer may adopt such amendatory Resolution and such Resolution shall become effective and binding upon the holders of all of the Bonds. - 22 - Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the instrument evidencing such consent and shall be conclusive and binding upon all furore holders of the same Bond during such period. Such consent may be revoked at any time after six months fi.om the date of such instrument by the holder who gave such consent or by a successor in tire by filing notice of such revocation with the City Clerk. The fact and date of the execution of any instnnnent under the provisions of this Section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction that the person signing such instrument acknowledged before him the execution thereof, or may be proved by an affidavit of a witness to such execution sworn to before such officer. The mount and numbers of the Bonds held by any person executing such instrument and the date of his holding the same may be proved by an affidavit by such person or by a certificate executed by an officer of a bank or trust company showing that on the date therein mentioned such person had on deposit with such bank or trust company the Bonds described in such certificate. Section 23. Severability. If any section, paragraph, or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions. Section 24. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed; and this Resolution shall be in effect from and after its adoption. - 23 - (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: Date of Meeting: Time of Meeting: Place of Meeting: The City Council of Dubuque, Iowa. December 15 ,2003. 6:30 o'clock p .M. Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body wilt meet at the date, time and place above set out. The tentative agenda for said meeting is as follows: $140,000 Urban Renewal Tax Increment Revenue Bond, Taxable Series 2003 Resolution authorizing the issuance. Such additional matters as are set forth on the additional 10 page(s) attached hereto. (number) This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of said governmental body. lerk, Dubuque, Iowa ~ERTIFICATE STATE OF IOWA ) ) ss COUNTY OF DUBUQUE ) I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a tree 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 roles of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by said law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective city offices as indicated therein, that no Council vacancy existed except as may be stated in said proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of said Municipality hereto affixed this of December' ., 2003. day ~_~ty Clerk, Dubu~e, Iowa SEAL DCOKNELL\393904\I \10422064 registered Bondholders of such change. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.83(5) of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. This Bond, as provided in the Bond Resolution of which notice is hereby given and is hereby made a part hereof, is payable from and secured by a pledge of the tax increment revenues collected in respect of properties located within the Dubuque Industrial Center Economic Development District (the "Project Area"), as defined and provided in said Resolution, as referred to and authorized in subsection 2 of Section 403.19 of the Code of Iowa, as amended ("incremental taxes"). There has heretofore been established and the City covenants and agrees that it will maintain in force an ordinance providing for the division of incremental taxes within the Project Area and for the establishment of a sinking fund to meet the principal of and interest on this Bond as the same becomes due. This Bond is not payable in any manner by general taxation and under no circumstances shall the City be in any manner liable by reason of the failure of said tax increment revenues to be sufficient for the payment hereof. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, m be had, to be done, or to be performed precedent to the lawful issue of this Bond, have been existent, had, done and performed as required by law. 1N TESTIMONY WHEREOF, said City by its City Council has caused this Bond 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 authenticated by the manual signature of an authorized representative of the Registrar, the City Treasurer, Dubuque, Iowa. Item 11, figure 1 = Date of authentication: Item 12, figure 1 = This is one of the Bonds described in the within mentioned Resolution, as registered by the City Treasurer. CITY TREASURER Item 13, figure 1 = By: Registrar Registrar and Transfer Agent: City Treasurer Paying Agent: City Treasurer -15- Item 14, figure 1 = (Seal) Item 15, figure 1 =- [Signature Block] CITY OF DUBUQUE, IOWA By: Mayor's manual signature Mayor ATTEST: By: City Clerk's manual signature City Clerk Item 17, figure 2 = [Assignment Block] [Information Required for Registration] ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED) IMPORTANT - READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon -16- the face of the certificate(s) or bond(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* Partnership Corporation Trust *If the Bond 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 Bond, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common IA UN1F TRANS MIN ACT - .......... Custodian .......... (Cust) (Minor) under Iowa Uniform Transfers to Minors Act ................ (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST. -17- Section 13. Equality of Lien. The timely payment of principal of and interest on the Bonds shall be secured equally and ratably by the Tax Increments collected and deposited in the Revenue Fund without priority by reason of number or time of sale or delivery; and the Tax Increments collected and deposited in the Revenue Fund are hereby irrevocably pledged to the timely payment of both principal and interest as the same become due. Section 14. Application of Bond Proceeds. Proceeds of the Bond shall be drawn upon and applied as described in Section 3 hereof. Subject to the limitations contained in Code Section 403.9(1) any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bond at any time that other funds of the Project 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. Section 15. Tax Lew. After its adoption, a copy of this Resolution shall be filed in the office of the County Auditor of Dubuque County to evidence the pledging of the portion of taxes to be paid into the Revenue Fund and, pursuant to the direction of Section 403.19 of the Code of Iowa, the Auditor shall thereafter allocate the taxes in accordance therewith and in accordance with the Ordinance referred to in the preamble hereof. It is hereby certified that the annual amount of Tax Increments to be collected pursuant to Section 403.19(2) of the Code of Iowa shall be not less than the annual requirement for principal and interest, as follows: Amount of Principal and Interest Year of Collection $16,816 2004/2005 20,608 2005/2006 20,608 2006/2007 20,608 2007/2008 20,608 2008/2009 20,608 2009/2010 20,608 2010/2011 20,608 2011/2012 20,608 2012/2013 -18- 20,608 2013/2014 20,608 2014/2015 Section 16. Application of Revenues. From and after the delivery of the Bond, and as long as the Bond shall be outstanding and unpaid either as to principal or as to interest, or until the Bond shall have been discharged and satisfied in the manner provided in this Resolution, the Tax Increments collected in respect of the Project Area shall be deposited as collected in the Revenue Fund and shall be disbursed only as follows: (a) Sinking Fund. There is hereby established and shall be maintained a special account within the Revenue Fund from which interest and principal on the Bond will be paid. The fund shall be known as the Vessel Systems, Inc. Principal and Interest Account (the "Sinking Fund"). The amount to be deposited in the Sinking Fund in any year shall be an amount equal to the interest and principal coming due on such Bond during the fiscal year. Money shall be first deposited into the Interest Account of the Sinking Fund to an amount equal to the interest falling due in each fiscal year. Money shall next be deposited into the Principal Account of the Sinking Fund to an amount equal to the principal falling due in each fiscal year. Money in the Sinking Fund shall be used solely for the purpose of paying principal of and interest on the Bond, as the same shall become due and payable. (b) Surplus Revenue. All revenues thereafter remaining in the Revenue Fund may be used to pay or reimburse the Issuer for other loans, moneys advanced to or indebtedness incurred to finance or refinance in whole or in part projects undertaken in the Project Area, as permitted by law, or may be used to pay or redeem the Bond or for any other lawful purpose. Moneys on hand in the Project Fund and all of the funds provided by this Section may be invested only in direct obligations of the United States Government or deposited in fmancial institutions which are members of the Federal Deposit Insurance Corporation ("FDIC") 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 by a valid pledge of direct obligations of the United States Government having an equivalent market value. Alternatively, such moneys may be invested in tax-exempt bonds or obligations of any state or political subdivision thereof which are rated by Moody's Investors Service or Standard & Poor's Corporation at a rating classification equal to or better than the rating -19- carried by the Bond or, in the case of short-term obligations, a rating ofMIG-1, S&P-1 or better. All such interim investments shall mature before the date on which the moneys are required for the purposes for which said fund was created or otherwise as herein provided. The provisions of this Section shall not be construed to require the Issuer to maintain separate bank accounts for the funds created by this Section; except the Sinking Fund shall be maintained in a separate account but may be invested in conjunction with other funds of the City but designated as a trust fund on the books and records of the City. Section 17. Covenants Regarding the Operation of the Proiecr Area. The Issuer hereby covenants and agrees with each and every holder of the Bond: (a) Maintenance in Force. The Issuer will maintain the Urban Renewal Plan and the Ordinance in force and will cause the incremental taxes from the Project Area to be levied annually in an amount not less than the principal and interest falling due within the year, and applied as provided in this Resolution, unless the Bonds are paid or sufficient provision for their payment is made. Provided, however, that to the extent that amounts are on hand and are sufficient to meet the payments required to be made and to maintain a sufficient balance in each fund as required by this Resolution, the Issuer may abate the levy of incremental taxes in any year. (b) Accounting and Audits. The Issuer will cause to be kept proper books and accounts adapted to the Project Area and in accordance with generally accepted accounting practices, and will cause the books and accounts to be audited annually not later than 180 days after the end of each fiscal year by an Independent Auditor and will provide copies of the audit report to the Original Purchaser upon request. The Original Purchaser and holders of any of the Bonds shall have at all reasonable times the right to inspect the Issuer's records, accounts and data of the Issuer relating to the Revenue Fund. (c) State Laws. The Issuer will faithfully and punctually perform all duties with reference to the Urban Renewal Plan required by the Constitution and laws of the State of Iowa, and will segregate the revenues of the Project Area and apply said revenues to the funds as specified in this Resolution. (d) Amendments. The Issuer reserves the right to amend the Urban Renewal Plan for the Project Area and the Ordinance in its lawful discretion; provided, that in no event shall obligations resulting from an amendment or merger thereof have any priority over the Bond. - 20 - Section 18. Remedies of Bondholders. Except as herein expressly limited the holder or holders of the Bonds shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Bonds and interest thereon, and of the pledge of the revenues made hereunder, and of all covenants of the Issuer hereunder. Section 19. No Prior Lien or Parity Bonds. The Issuer will issue no other bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the Revenue Fund having priority over the Bond or standing on a parity therewith with respect to the lien and claim of such additional obligations to the revenues thereof and the money on deposit in the funds created in this Resolution, without the written consent of the Original Purchaser or other registered holder of the Bond. Section 20. Discharge and Satisfaction of Bonds. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Bond in any one or more of the following ways: (a) By paying the Bond when the same shall become due and payable; or (b) By depositing in trust with the Treasurer, or with a corporate trustee designated by the governing body for the payment of said obligations and irrevocably appropriated exclusively to that purpose an amount in cash or direct obligations of the United States the maturities and income of which shall be sufficient to retire at maturity, or by redemption prior to maturity on a designated date upon which said obligations may be redeemed, all of such obligations outstanding at the time, together with the interest thereon to maturity or to the designated redemption date, premiums thereon, if any that may be payable on the redemption of the same; provided that proper notice of redemption of all such obligations to be redeemed shall have been previously published or provisions shall have been made for such publication. Upon such payment or deposit of money or securities, or both, in the amount and manner provided by this Section, all liability of the Issuer with respect to the Bonds shall cease, determine and be completely discharged, and the holders thereof shall be entitled only to payment out of the money or securities so deposited. Section 21. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer and the holder or holders of the Bond, and after the issuance of any of the Bond no change, variation or alteration of any kind in the provisions of this Resolution shall be made in any manner, except as provided in the next succeeding Section, until such time as all of the Bond, and interest due thereon, shall have been satisfied and discharged as provided in this Resolution, Section 22. Modification of Resolution. This Resolution may be amended from time to time if such amendment shall have been consented to by holders of not less than two-thirds in principal mount of the Bonds at any time outstanding (not including m any case any Bonds which may then be held or owned by or for the account of the Issuer, but including such Refunding Bonds as may have been issued for the purpose of refunding any of such Bonds if such Refunding Bonds shall not then be owned by the Issuer); but this Resolution may not be so amended in such manner as to: (a) Make any change in the maturity or interest rate of the Bonds, or modify the terms of payment of principal of or interest on the Bonds or any of them or impose any conditions with respect to such payment; (b) Materially affect the rights of the holders of less than all of the Bonds then outstanding; and (c) Reduce the percentage of the principal amount of Bonds, the consent of the holders of which is required to effect a further amendment. Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it shall cause notice of the proposed amendment to be filed with the Original Purchaser or to be mailed by certified mall to any other registered owner of the Bond as shown by the records of the Registrar. Such notice shall set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory Resolution is on file in the office of the City Clerk. Whenever at any time within one year from the date of the mailing of said notice there shall be filed with the City Clerk an instrument or insmunents executed by the holders of at least two-thirds in aggregate principal amount of the Bonds then outstanding as in this Section defmed, which instrument or instruments shall refer to the proposed amendatory Resolution described in said notice and shall specifically consent to and approve the adoption thereof, thereupon, but not otherwise, the governing body of the Issuer may adopt such amendatory Resolution and such Resolution shall become effective and binding upon the holders of all of the Bonds. - 22 - Any consent given by the holder ora Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the instrument evidencing such consent and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months f~om the date of such instrument by the holder who gave such consent or by a successor in title by filing notice of such revocation with the City Clerk. The fact and date of the execution of any instrument under the provisions of this Section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction that the person signing such instrument acknowledged before him the execution thereof,, or may be proved by an affidavit of a witness to such execution sworn to before such officer. The amount and numbers of the Bonds held by any person executing such instrument and the date of his holding the same may be proved by an affidavit by such person or by a certificate executed by an officer of a bank or trust company showing that on the date therein mentioned such person had on deposit with such bank or trust company the Bonds described in such certificate. Section 23. SeverabiliW. If any section, paragraph, or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions. Section 24. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed; and this Resolution shall be in effect from and after its adoption. ~ 23 - ATTEST: Passed and approved this 15th day of December ,2003. (~/(2ity Clerk ~ 24 - (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Govermnental Body: Date of Meeting: Time of Meeting: Place of Meeting: The City Council of Dubuque, Iowa. December 15 ,2003. 6:30 D'clock p .M. Auditorium, Carnegie-Stout Public Library, 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: $140,000 Urban Renewal Tax Increment Revenue Bond, Taxable Series 2003 Resolution authorizing the issuance. Such additional matters as are set forth on the additional ] 0 page(s) attached hereto. (number) This notice is given at the direction of the ~4ayor pursuant to Chapter 21, Code of Iowa, and the local roles of said governmental body. Clerk, Dubuque, Iowa CERTIFICATE STATE OF IOWA ) )SS COUNTY OF DUBUQUE ) I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by said law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective city offices as indicated therein, that no Council vacancy existed except as may be stated in said proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of said Municipality hereto affixed this of ,2003. day City Clerk, Dubuque, Iowa SEAL DCOKNELLk393904\ 1 \10422064 - 25 - MEMORANDUM November 25, 2003 TO: FROM: SUBJECT: The Honorable Mayor and City Council Members Michael C. Van Milligen, City Manager Resolution Fixing Date for Public Hearing on Tax Increment Revenue Bonds to Support Vessel Systems, I nc. Economic Development Director Bill Baum is recommending the issuance of not to exceed $140,000 in urban renewal tax increment revenue bonds to support the Vessel Systems, Inc. project at the Dubuque Industrial Center West, and that a public hearing be set for December 15, 2003. On June 2. 2003, the City Council adopted Resolution 191-03 that approved a Development Agreement by and between the City of Dubuque and Vessel Systems, Inc. That agreement set the terms for the acquisition and development of property ,n the Dubuque Industrial Center West by Vessel Systems, Inc. and included the use of tax increment financing (TIF) to support the project. Vessel Systems has agreed to build a 31,000 square foot manufacturing plant, retain 24 employees and hire 25 new employees within three years. The agreement stipulates construction of a new plant facility with a minimum assessed value for taxation purposes of not less than $1,000,000. The tax revenue stream from that assessment will support the $140,000 borrowing over a ten-year period. The company has worked with a local bank to purchase the TIF bond. I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C. Van Milligen MCVM/jh Attachment cc: Barry Lindahl, Corporation Counsel Cindy Steinhauser, Assistant City Manager William Baum, Economic Development Director CITY OF DUBUQUE, IOWA MEMORANDUM November 25, 2003 TO: FROM: SUB J: Michael Van Milligen, City Manager William Baum, Economic Development Director ~ Resolution Fixing Date for Public Hearing on['a/x1 Increment Revenue Bonds to Support Vessel Systems, Inc. INTRODUCTION This memorandum presents for City Council adoption a resolution fixing the date for a public hearing on the issuance of not to exceed $140,000 in urban renewal tax increment revenue bonds to support Vessel Systems, Inc.'s relocation and expansion project at the Dubuque Industrial Center West. The resolution sets the date of public hearing for December 15, 2003. DISCUSSION On June 2, 2003, the City Council adopted Resolution 191-03 that approved a Development Agreement by and between the City of Dubuque and Vessel Systems, Inc. That agreement set the terms for the acquisition and development of property in the Dubuque Industrial Center West by Vessel Systems, Inc. and included the use of tax increment financing (TIF) to support the project; Vessel Systems has agreed to build a 31,000 square foot manufacturing plant, retain 24 employees and hire 25 new employees within 3 years. The agreement stipulates construction of a new plant facility with a minimum assessed value for taxation purposes of not less than $1 000,000. The tax revenue stream from that assessment will support the $140,000 borrowing over a ten-year period. The company has worked with a local bank to purchase the TIF bond. The City must hold a public hearing whenever it agrees to obligate tax increment revenues. The attached resolution sets the public hearing for this proposal to issue not to exceed $140,000 in urban renewal tax increment revenue bonds for the Vessel Systems, Inc. project. RECOMMENDATION I recommend that the City Council adopt the attached resolution fixing the date for a public hearing on the issuance of not to exceed $140,000 in urban renewal tax increment revenue bonds to support the Vessel Systems, Inc. project at the Dubuque Industrial Center West. The employer will expand its operation to 49 jobs within 3 years and create $1 million m new assessed value. The City's bond attorney has prepared the attached documents to set the issuance for public hearing on December 15, 2003. ACTION STEP The action step for the City Council is to adopt the attached resolution. attachments F:\USERS\Pm~hre\WPDOCS~LOANDOC\vessels\TIFDATEMEMQdoc (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: Date of Meeting: Time of Meeting: Place of Meeting: The City Council of Dubuque, Iowa. ,2003. o'clock __.M. Auditorium, Carnegie-Stout Public Library, 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: Not to exceed $140,000 Urban Renewal Tax Increment Revenue Bonds. · Resolution fixing date for a meeting on the proposition to issue. Such additional matters as are set forth on the additionalpage(s) attached hereto. (number) This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of said governmental body. City Clerk, Dubuque, Iowa 2003 The City Council of Dubuque, Iowa, met in Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa, at on the above date. There were present Mayor and the following named Council Members: session, in the o'clock __.M., , in the chair, Absent: -1- Council Member introduced the following Resolution entitled "RESOLUTION FIXING DATE FOR A MEETING ON THE PROPOSITION OF THE ISSUANCE O1: NOT TO EXCEED $140,000 URBAN RENEWAL TAX INCREMENT REVENUE BONDS OF DUBUQUE, IOWA, AND PROVIDING FOR PUBLICATION OF NOTICE THEREOF", and moved that the same be adopted. Council Member seconded the morion to adopt. The roll was called and the vote was, AYES: NAYS: Whereupon, the Mayor declared the resolution duly adopted as follows: RESOLUTION FIXING DATE FOR A MEETING ON THE PROPOSITION OF THE ISSUANCE OF NOT TO EXCEED $140,000 URBAN RENEWAL TAX INCREMENT REVENUE BONDS OF DUBUQUE, IOWA, AND PROVIDING FOR pUBLICATION OF NOTICE THEREOF WHEREAS, it is deemed necessary and advisable that the City of Dubuque, Iowa, should issue Urban Renewal Tax Increment Revenue Bonds to the amount of not m exceed $140,000, as authorized by Section 403.9 of the Code of Iowa, for the purpose of providing funds to pay costs of carrying out a project as hereinafter described; and WHEREAS, Section 403.9 sets forth the procedural acrion required to be taken before said Urban Renewal Tax Increment Revenue Bonds may be issued, and it is therefore necessary that the action hereinafter described be taken and that the Clerk publish a notice of the proposal and of the rime and place of the meeting at which the Council proposes to take action thereon and to receive oral and/or written objections from any resident or property owner of said City to such action. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCI~L O1: TI-[E CITY OF DUBUQUE, IOWA: -2- Section 1. That this Council meet in the Auditorium, Carnegie-Stout Public Library, Dubuque, Iowa, at o'clock .M., on the day of ,2003, for the purpose of taking action on the matter of the issuance of not to exceed $140,000 Urban Renewal Tax Increment Revenue Bonds, the proceeds of which will be used to provide funds to pay costs of aiding in the planning, undertaking and carrying out of urban renewal project activities under the authority of Chapter 403 of the Code of Iowa and the Amended and Restated Urban Renewal Plan for the Dubuque Industrial Center Economic Development District, including those costs associated with the funding of an economic development grant to the Vessel Systems, Inc. under the terms of a Development Agreement between the City and said developer. Section 2. That the Clerk is hereby directed to cause at least one publication to be made of a notice of said meeting, in a legal new~paper, printed wholly in the English language, published at least once weekly, and having general circulation in said City, said publication to be not less than four clear days nor more than twenty days before the date of said public meeting on the issuance of said obligations. Section 3. The notice of the proposed action to issue said Urban Renewal Tax Increment Revenue Bonds shall be in substantially the following form: -3- NOTICE OF MEETING OF THE COUNCIL OF THE CITY OF DUBUQUE, IOWA, ON THE MATTER OF THE PROPOSED ISSUANCE OF NOT TO EXCEED $140,000 URBAN RENEWAL TAX INCREMENT REVENUE BONDS OF SAID CITY, AND THE HEARING ON THE ISSUANCE THEREOF PUBLIC NOTICE is hereby given that the Council of the City of Dubuque, Iowa, will hold a public hearing on the. day of ,2003, at. o'clock .M., in the Auditorium, Camegie-St-----~ut Public Library, Dubuque, Iowa, at which m--eeting the Council proposes to take additional action for the issuance of not to exceed $140,000 Urban Renewal Tax Increment Revenue Bonds in order to provide funds to pay costs of aiding in the planning, undertaking and carrying out of urban renewal project activities under the authority of Chapter 403 of the Code of Iowa and the Amended and Restated Urban Renewal Plan for the Dubuque Industrial Center Economic Development District, including those costs associated with the funding of an economic development grant to the Vessel Systems, Inc. under the terms of a Development Agreement between the City and said developer. At the above meeting the Council shall receive oral or written objections from any resident or property owner of said City to the above action. After all objections have been received and considered, the Council will at this meeting or at any adjournment thereof, take additional action for the issuance of said Urban Renewal Tax Increment Revenue Bonds or will abandon the proposal to issue said obligations. Said hearing and appeals therefrom shall be held in accordance with and governed by the provisions of Section 403.9 of the Code of Iowa. This notice is given by order of the Council of Dubuque, Iowa, as provided by Section 403.9 of the Code of Iowa. Code Section 403.9 shall govern this meeting and action taken thereat. Dated this day of ,2003. City Clerk of Dubuque, Iowa (End of Notice) -4- PASSED AND APPROVED this __ day of ,2003. ATTEST: Mayor City Clerk -5- CICa3 9/91 CERTIFICATE STATE OF IOWA ) ) ss COUNTY OF DUBUQUE ) I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by said law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective city offices as indicated therein, that no Council vacancy existed except as may be stated in said proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of said Municipality hereto affixed this day of ,2003. City Clerk, Dubuque, Iowa SEAL DCORNELL~393067~ 1 \ 10422043 -6-