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HomeMy WebLinkAbout15. Telecom Board Agenda Packet - September 6, 2023 BOARD MEMBERS Andrew Van Fleet Board Chair Theodore Batemon Rich Kurtenbach Mike Young Amy Wienands City Council Liaison: Rob Nichols September 6, 2023 Harold E. Getty Council Chambers 4:00 p.m. 1. Roll call. 2. Approval of the agenda, as presented. 3. Approval of minutes of August 30, 2023, as proposed. 4. Resolution authorizing the issuance of $2,000,000 taxable communications utility revenue capital loan notes anticipation project note, Series 2023. 5. Resolution naming depository and authorizing official banking signatures for Waterloo Fiber. 6. Motion approving appointment of Ian Crowther-Green to the position of OSP/Engineering Supervisor, effective October 1, 2023, subject to the approval of an employment agreement. 7. Motion approving an amended and restated agreement under Iowa Code Chapter 28E between Waverly Communications Utility, the Municipal Communications Utility of the City of Cedar Falls, the Communications Utility of Bellevue, Iowa, Indianola Municipal Utilities, Vinton Municipal Communications Utility, City of Pella Municipal Telecommunications Utility, New Hampton Municipal Communications Utility, and Waterloo Telecommunications Utility providing for joint ownership and use of certain facilities and related matters. 8. Motion approving an Agreement between the Municipal Communications Utility of the City of Cedar Falls, Waverly Communications Utility, the Communications Utility of Bellevue, Iowa, Indianola Municipal Utilities, Vinton Municipal Communications Utility, City of Pella Municipal Telecommunications Utility, New Hampton Municipal Communications Utility, and Waterloo Telecommunications Utility regarding financial arrangements. 9. General updates from board members, consultants, and staff. 10. Adjourn. Kelley Felchle Board Secretary WATERLOO Telecommunications Utility Board of Trustees TELECOMMUNICATIONS UTILITY BOARD OF TRUSTEES Harold E. Getty Council Chambers City Hall August 30, 2023 4:14 p.m. Members present: Van Fleet, Batemon, Kurtenbach, Young and Wienands. Batemon, Kurtenbach, and Wienands participated via Zoom. Council Liaison Rob Nichols participated via Zoom. Approval of Agenda. Moved by Van Fleet seconded by Wienands that the Agenda, as amended, to award the Banking Services RFP to Lincoln Savings Bank of Waterloo, Iowa, be approved. Voice-vote Ayes: Five. Motion carried. Approval of Minutes. Moved by Young seconded by Wienands that the minutes of August 16, 2023, as proposed, be approved. Voice-vote Ayes: Five. Motion carried. Motion approving an agreement with the City of Waterloo for vehicle maintenance and fuel. Moved by Young seconded by Kurtenbach. Voice-vote Ayes: Five. Motion carried. Eric Lage provided an overview of the lease agreement noting that fuel will be .04 cents above the price the city pays, and maintenance at $56.00 per man-hour. Board members discussed the terms of the fuel agreement with Mr. Lage. Motion approving an agreement with City of Waterloo for office equipment, and vehicle indoor and outdoor space at 625 Glenwood Street. Moved by Kurtenbach seconded by Batemon. Voice-vote Ayes: Five. Motion carried. Eric Lage provided an overview of the agreement and explained that Waterloo Fiber will be responsible for approximately 8 percent of the cost of utilities and rent in the amount of $1,000.00 per month for space allotment. He shared that the rent will increase to $2,000.00 once more space is needed. Board members discussed the terms of the agreement with Mr. Lage. Mr. Van Fleet questioned who provides current internet service to the building. It was confirmed that CFU is the current provider Motion approving award of the Banking Services RFP to Lincoln Savings Bank of Waterloo, Iowa, and directing the General Manager of Telecommunications to execute necessary documents. Moved by Kurtenbach seconded by Young. Roll call-vote Ayes: Four. Abstain: One (Van Fleet). Motion carried. Eric Lage explained that he received six responses to the RFP and created a rating matrix to score the proposals. Lincoln Savings Bank had the best score and is the recommended bank. Mr. Van Fleet noted he is on the board for Farmer’s State Bank and will be abstaining on voting. Resolution establishing calendar year fiscal year, effective January 1, 2024. Moved by Young seconded by Batemon. Roll call-vote Ayes: Five. Motion carried. Resolution No. 2023-019. Page 2 Kelley Felchle, Board Secretary, provided an overview of the current budgeting process, which has the Telecom incorporated with the city’s budget. She explained that in order to have the new fiscal year effective at the start of January, we would need to be set a new budget this fall. Maggie Burger noted that the Water Works runs on a calendar fiscal year and added that it is typical that utilities and entities outside of cities run on a calendar fiscal year. Resolution directing the acceptance of a proposal to purchase $4,000,000 taxable communications utility revenue capital loan notes. Moved by Young seconded by Batemon. Roll call-vote Ayes: Four. Abstain: One (Van Fleet). Motion carried. Resolution No. 2023-020. Maggie Burger, Speer Financial, provided an overview of the proposals received. She recommended to place $2,000,000 with Cedar Rapids Bank and Trust, with a 6% interest rate which is lower than we were anticipating. Bob Seymour, Community Bank and Trust, explained that they are a division of Cedar Rapids Bank and Trust and shared that they are excited to be part of the project. Maggie Burger provided additional information on the other bidders to help clarify how Speer Financial came to their recommendation. Mr. Van Fleet noted he is on the board for Farmer’s State Bank and will be abstaining on voting. General Updates from board members, consultants and staff. Maggie Burger, Speer Financial, explained they are awaiting a spenddown schedule from Magellan that will help us determine what needs to be issued and when. Steve Nadel, Ahlers and Cooney, explained that he and Maggie have worked through the necessary terms he needs to draft documents. He will have the next meeting’s agenda items to Kelley by the end of week or Tuesday after the holiday. Eric Lage shared that construction started today with five crews in the Ansborough/Ridgeway area. Interviews begin tomorrow for the OSP Supervisor role and more to follow. He reported that he has been working with Randy on the Shared Use Agreement and has met with CFU on the 28E Agreement. Amperage is working on concepts for logos and the overall marketing plan. Tara Thomas-Gettman has put together a great advertisement, scheduled to air on three major area radio stations. Chris Wendland, legal counsel, reported that he has been working on the trademark application for the Waterloo Fiber name and as soon as we have a logo, he will move forward with that application as well. He explained that he is working to develop a benefit/compensation plan for employees and incentivize on-boarding and retention. Warren Lyon, Magellan Advisors, shared that he has no major updates this week and reviewed those that were ongoing. Jerry Morla, ITG, commented that there are several crews on the ground today with drilling crews beginning next week. He explained that there is a good amount of materials in stock in Waterloo and more materials coming in over the next few days. He reported that a facility has been secured at 139 Clark Street in Waterloo. Kelley Felchle shared that she will be sitting in on interviews in the next few days and just worked with Chris Wendland and Andy to review employment agreements. With no further business before the board, it was moved by Young seconded by Batemon that the meeting be adjourned at 5:48 p.m. Voice-vote Ayes: Four. Motion carried. Page 3 Kelley Felchle Board Secretary 1 ITEMS TO INCLUDE ON AGENDA FOR SEPTEMBER 6, 2023 BOARD OF TRUSTEES OF THE WATERLOO MUNICIPAL COMMUNICATIONS UTILITY, CITY OF WATERLOO, IOWA $2,000,000 Taxable Communications Utility Revenue Capital Loan Notes Anticipation Project Note, Series 2023  Resolution authorizing the issuance. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE GOVERNING BODY. September 6, 2023 2 The Board of Trustees of the Waterloo Municipal Communications Utility, State of Iowa, met in _______________ session, in the Harold E. Getty Council Chambers, 715 Mulberry Street, Waterloo, Iowa, at __________ _____.M., on the above date. There were present Chairperson _______________, in the chair, and the following named Board Members: __________________________________________________ Absent: ___________________________________________ Vacant: ___________________________________________ * * * * * * * 3 Board Member ____________________ introduced the following Resolution and moved its adoption. Board Member ____________________ seconded the motion to adopt. The roll was called and the vote was: AYES: ___________________________________________ ___________________________________________ NAYS: ___________________________________________ Whereupon the Chairperson declared the following Resolution duly adopted: RESOLUTION AUTHORIZING THE ISSUANCE OF $2,000,000 TAXABLE COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE, SERIES 2023 Section 1. Definitions. As used in this Resolution: ♦ "Acquired" means acquisition by purchase, construction or by any other method. ♦ "Additional Project Notes" means additional Project Notes issued as provided in Section 16 of this Resolution. ♦ "City" or "Issuer" means the City of Waterloo, State of Iowa, by and through its Board of Trustees of the Waterloo Municipal Communications Utility. ♦ "Governing Body" means the Board of Trustees of the Municipal Communications Utility of the City, or its successor in function with respect to the operation and control of the System. ♦ "Investment Securities" means United States Governmental obligations, and also, obligations the principal and interest on which are fully guaranteed by the United States. ♦ "Notes" means the Notes authorized to be issued by Section 3 of this Resolution. ♦ "Paying Agent" means the Secretary of the Board of Trustees of the Waterloo Municipal Communications Utility or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuers agent to 4 provide for the payment of principal of and interest on the Notes as the same shall become due. ♦ "Project" means the improvements and extensions to the Municipal Communications Utility, including working capital during the construction, start-up period and initial operation of the communications utility system. ♦ "Project Cost" or "Costs" means all costs of acquiring the Project, including engineering, legal, accounting, financial, interest during construction and other expenses incidental thereto, and also including the costs of issuance of Project Notes. ♦ "Project Fund" means the Project Fund established by Section 11 of this Resolution. ♦ "Registrar" means Secretary of the Board of Trustees of the Waterloo Municipal Communications Utility, City of Waterloo, 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 Notes. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Notes. ♦ "Resolution" means this Resolution of the City. ♦ "Secretary" shall mean the Secretary of the Board of Trustees of the Municipal Communications Utility, or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities. ♦ "System" shall mean the Municipal Communications Utility of the Issuer and all properties of every nature hereinafter owned by the Issuer comprising part of or used as a part of the System, including all improvements and extensions made by Issuer while any of the Notes or Parity Obligations remain outstanding; all real and personal property; and all appurtenances, contracts, leases, franchises and other intangibles. ♦ "Treasurer" means the Treasurer of the Municipal Communications Utility or such other officers as the governing body may from time to time designate. Section 2. Payment of Cost. To pay the Project Costs it is hereby determined that the Issuer borrow the sum of $2,000,000, and that Project Notes be issued therefor pursuant to the provisions of Section 76.13 of the Code of Iowa, as amended, pledging for the payment thereof the Project Fund of the City. Section 3. Note Details, Execution, Redemption and Registration. (a) Note Details. The Notes shall be designated Taxable Communications Utility Revenue Capital Loan Notes Anticipation Project Note, Series 2023, may be issued and delivered in one or more installments, shall consist of Notes dated September 20, 2023 and in the denominations of $100,000 or incremental multiples of $5,000 in excess thereof and shall be consecutively numbered from one. The Notes shall be issued 5 as a single note and bear interest at the rate of 6.00% per annum payable on June 1, 2024, semiannually thereafter on December 1 and June 1 each year, and at final maturity or redemption prior thereto, at the office of the Secretary of the Board of Trustees. The Note shall mature on December 1, 2025. If the proceeds of the loan are disbursed in installments, the principal amount and date of disbursement shall be recorded on the Note, and interest shall accrue on the principal of each installment from the date of delivery of the installment to maturity or payment prior thereto. Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day preceding such interest payment date. Interest shall be computed on the basis of a 360- day year of twelve 30-day months. (b) Execution. The Note shall be executed by the manual or facsimile signature of the Chairperson and countersigned by the manual or facsimile signature of the Secretary of the Board of Trustees and shall have the seal of the Issuer impressed or printed thereon and shall be fully registered as to both principal and interest as provided in this Resolution; principal; interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Note. After execution, the Note shall be held by the Secretary of the Board of Trustees for delivery. (c) Redemption. The Note 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. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' notice of redemption shall be given to the registered owner of the Note. Failure to give such notice by mail to any registered owner of the Note or any defect therein shall not affect the validity of any proceedings for the redemption of the Notes. All notes or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. (d) Loan and Disbursement Agreement. There is hereby authorized to be executed on behalf of the Issuer, the Loan and Disbursement Agreement with the Lender, substantially in the form attached hereto as Exhibit A, providing for a loan to the Issuer of $2,000,000, to be evidenced by one or more Notes, as authorized herein. The Loan and Disbursement Agreement shall be executed by the Chairperson of the Board of Trustees and attested by the Secretary of said Board on behalf of the Board, and when so executed and also executed by the Lender, shall be binding on the parties thereto. The principal amount of the loan will be advanced in installments and shall bear interest per annum on the principal amount of each installment from the date of delivery for each installment to maturity. The initial disbursement shall be on the closing date in the amount of $150,000. Subsequent advances shall be made at the request of the Issuer, in such amounts as may be requested by the Issuer, on November 15, 2023, February 15, 6 2024, May 15, 2024, August 15, 2024, and November 15, 2024, provided that the total amount advanced under the Note shall not exceed $2,000,000. The Chairperson and the Secretary are authorized and directed to execute and deliver all other documents which may be required under the terms of the Loan and Disbursement Agreement, or by bond counsel, and to take any other action as may be required or deemed appropriate for the performance of the duties imposed thereby to carry out the purposes thereof. 7 Section 4. Form of Note. Notes shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: (6) (7) (6) (8) (1) (2) (3) (4) (5) (9) (9a) (10) (Continued on the back of this Note) (11)(12)(13) (14) (15) FIGURE 1 (Front) 8 (10) (Continued) (16) FIGURE 2 (Back) 9 The text of the Notes to be located thereon at the item numbers shown shall be as follows: Item 1, figure 1= "STATE OF IOWA" "COUNTY OF BLACK HAWK" "CITY OF WATERLOO" “MUNICIPAL COMMUNICATIONS UTILITY” "TAXABLE COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE" "SERIES 2023" Item 2, figure 1= Rate: 6.00% Item 3, figure 1= Final Maturity: December 1, 2025 Item 4, figure 1= Note Date: September 20, 2023 Item 5, figure 1= CUSIP No.: N/A Item 6, figure 1= "Registered" Item 7, figure 1= Note No. 1 Item 8, figure 1= Principal Amount: $2,000,000 Item 9, figure 1= The City of Waterloo, State of Iowa, a public body organized and existing under and by virtue of the constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10, figure 1 = or registered assigns, the principal sum of TWO MILLION DOLLARS, or such lesser amount as may be advanced under this Note, in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of the Secretary of the Board of Trustees, Paying Agent of this issue, or its successor. Interest shall accrue on the principal amount of each installment advanced hereunder from the date of delivery for each installment until paid at the rate per annum as specified above. Interest shall be payable on June 1, 2024, semiannually thereafter on December 1 and June 1 each year, and at final maturity or redemption prior thereto. Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day of the month preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30- day months. THE ISSUER DOES NOT INTEND OR REPRESENT THAT THE INTEREST ON THE NOTE WILL BE EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES, AND THE ISSUER IS NOT OBLIGATED TO TAKE ANY ACTION TO ATTEMPT TO SECURE ANY SUCH EXCLUSION. THE 10 HOLDER OF THE NOTES THEREFORE SHOULD TREAT THE INTEREST THEREON AS SUBJECT TO FEDERAL INCOME TAXATION. This Note is issued pursuant to the provisions of Sections 76.13, 384.24A and 384.83 of the City Code of Iowa, for the purpose of paying costs of improvements and extensions to the Municipal Communications Utility, including working capital during the construction, start-up period and initial operation of the communications utility system, in conformity to a Resolution of the Board of Trustees of the Municipal Communications Utility of the City duly passed and approved, for the purpose of defraying part of the cost of acquiring the Project. For a complete statement of the revenues and funds from which, and the conditions under which this Note is payable, a statement of the conditions under which the additional Notes of equal standing may hereafter be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above described Resolution. This Note 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. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' notice of redemption shall be given to the registered owner of the Note. Failure to give such notice by mail to any registered owner of the Notes or any defect therein shall not affect the validity of any proceedings for the redemption of the Notes. All notes or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the Secretary of the Board of Trustees, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Note at the office of the Registrar, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Note Resolution. This Note and the series of which it forms a part, other Notes ranking on a parity therewith, and any additional Notes which may be hereafter issued and outstanding from time to time on a parity with the Notes, as provided in the Note Resolution of which notice is hereby given and is hereby made a part hereof, are payable both as to principal and interest solely from the Project Fund as provided in the Note Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Note, have been existent, had, done and performed as required by law. IN TESTIMONY WHEREOF, the City by its Board of Trustees of the Municipal Communications Utility has caused this Note to be signed by the manual or facsimile signature 11 of its Chairperson and attested by the manual or facsimile signature of its Secretary, with the seal of the Board printed or impressed hereon, and authenticated by the manual signature of an officer of the Registrar, the Secretary of the Board of Trustees of the Municipal Communications Utility of the City of Waterloo, Iowa. Item 11, figure 1 = Date of authentication: Item 12, figure 1 = This is one of the Notes described in the within mentioned Resolution, as registered by the Secretary of the Board of Trustees. SECRETARY OF THE BOARD OF TRUSTEES, Registrar By: ______________________________________________ Authorized Signature Item 13, figure 1 = Registrar and Transfer Agent: Secretary of the Board of Trustees Paying Agent: Secretary of the Board of Trustees SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure 1 = (Seal) Item 15, figure 1 = [Signature Block] CITY OF WATERLOO, STATE OF IOWA, BY AND THROUGH THE BOARD OF TRUSTEES OF THE WATERLOO MUNICIPAL COMMUNICATIONS UTILITY By: (manual or facsimile signature) Chairperson of the Board of Trustees ATTEST: By: (manual or facsimile signature) Secretary of the Board of Trustees Item 16, figure 2 = [Assignment Block] [Information Required for Registration] 12 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto _________________________ (Social Security or Tax Identification No. _______________) the within Note and does hereby irrevocably constitute and appoint _________________________ attorney in fact to transfer the Note on the books kept for registration of the within Note, 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 the face of the certificate(s) or Note(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Corporation Partnership Trust *If the Note is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this note, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties 13 JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act................... (State) Section 5. Registration of Notes; Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation. (a) Registration. The ownership of Notes may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Notes, and in no other way. The Secretary of the Board of Trustees is hereby appointed as Note Registrar under the terms of this. Registrar shall maintain the books of the Issuer for the registration of ownership of the Notes for the payment of principal of and interest on the Notes as provided in this Resolution. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Notes and in this Resolution. (b) Transfer. The ownership of any Note may be transferred only upon the Registration Books kept for the registration and transfer of Notes and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Note (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Note, a new fully registered Note, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Note, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. (c) Registration of Transferred Notes. In all cases of the transfer of the Notes, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Notes, in accordance with the provisions of this Resolution. (d) Ownership. As to any Note, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Notes and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. 14 All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note, including the interest thereon, to the extent of the sum or sums so paid. (e) Cancellation. All Notes which have been redeemed shall not be reissued but shall be canceled by the Registrar. All Notes which are canceled 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 canceled Notes to the Issuer. (f) Non-Presentment of Notes. In the event any payment check representing payment of principal of or interest on the Notes is returned to the Paying Agent or if any Note is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Notes shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Notes shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Notes who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Notes. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Notes of whatever nature shall be made upon the Issuer. Section 6. Reissuance of Mutilated, Destroyed, Stolen or Lost Notes. In case any outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Note of like tenor and amount as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note to Registrar, upon surrender of such mutilated Note, or in lieu of and substitution for the Note destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Note has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reason-able regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 7. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Note, shall be made to the registered holder thereof or to their designated agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Notes to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Note to the Paying Agent. Section 8. Execution, Authentication and Delivery of the Notes. Upon the adoption of this Resolution, the Chairperson and Secretary of the Board of Trusteesshall execute and deliver 15 the Notes to the Secretary of the Board of Trustees who shall authenticate the Notes and deliver the same to or upon order of the Purchaser. No Note shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Note a certificate of authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Note executed on behalf of the Issuer shall be conclusive evidence that the Note so authenticated has been duly issued under this resolution and that the holder thereof is entitled to the benefits of this Resolution. Section 9. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered noteholder. Section 10. Security for Notes. The Notes, together with interest thereon, shall be payable solely from the Project Fund. To pay the principal and interest on the Notes when it becomes due, there is hereby created a pledge of the receipts anticipated in such Fund to continue until the payment in full of the principal and interest on the Notes. Section 11. Establishment of Project Fund. The Issuer hereby creates and establishes a Communications Utility Project Fund, into which Fund are hereby appropriated the following: Proceeds of the Note and also proceeds from the sale of not to exceed $4,000,000 Taxable Communications Utility Revenue Capital Loan Notes heretofore authorized to be issued by Board action on May 17, 2023. The funds so appropriated shall include in addition thereto all funds of the Issuer, including proceeds realized on the reinvestment of proceeds of the Notes, from which the Issuer is or may become obligated to pay under contracts for the construction of the project to the extent that proceeds of the Notes are applied to the payment thereof. Section 12. Application of Project Fund. The proceeds of the sale of the Notes shall be deposited in the Project Fund for application to payment of Project Costs and the costs of issuance of the Notes and to pay the principal of or interest on these Notes when due. Disbursements for the payment of Project Costs shall be made by the Secretary of the Board of Trustees upon receipt of vouchers approved by the Governing Body. After completion of the Project, any moneys remaining in the Project Fund shall be held for the retirement of Notes. When all Notes are paid or payment is provided for, remaining moneys in the Project Fund may be withdrawn and used for any lawful purpose. Section 13. Investments. Moneys in the Project Fund shall at all times be invested, to the extent practicable in Investment Securities maturing at such times and in such amounts as will make cash available for the purposes of such Fund as needed. 16 Section 14. Covenants with Noteholders. Issuer covenants and agrees, so long as any Notes herein authorized remain unpaid, that it: a. Will proceed to complete with all practicable dispatch the construction and acquisition of the Project; b. Will not make or cause or permit to be made any application of the proceeds of the Notes or of any moneys held in the Project Fund, except in accordance with the provisions of this Resolution; c. Will from time to time increase the amount of the appropriations to the Project Fund, to the extent necessary to assure that the expected receipts thereafter forthcoming, together with the Funds appropriated and held in trust for the purpose will be sufficient to pay when due the Notes as to both principal and interest. d. Will obtain the collection of funds and the proceeds of the sale of bonds anticipated to be received in the Project Fund and, if not paid from other sources, apply the same to the payment of the Notes and interest thereon; and e. For the prompt and full performance of the terms and provisions of this Resolution and contract with the noteholders, the Issuer pledges its full faith and diligence and the exercise of its lawful powers. Section 15. Contract Between Issuer and Purchaser. This Resolution constitutes a contract between the Issuer and the purchaser of the Notes. Section 16. Additional Notes. The Issuer may issue additional Project Notes of equal standing and parity of lien with these Notes for the purpose of paying Project Costs to the extent that funds appropriated to the Project Fund are adequate to pay all Notes so issued and interest thereon. The holder or holders of the Notes shall have all other rights and remedies given by law for the payment and enforcement of the Notes and the security therefor. Section 17. Severability Clause. If any section, paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval. Section 18. Repeal of Conflicting Resolutions or Ordinances. That all ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. Section 19. Paragraph Headings. The paragraph headings in this Resolution are furnished for convenience of reference only and shall not be considered to be a part of this Resolution. 17 PASSED AND APPROVED this _______ day of ___________, 2023. Chairperson ATTEST: Secretary of the Board of Trustees CERTIFICATE STATE OF IOWA COUNTY OF BLACK HAWK ) ) SS ) I, the undersigned Secretary of the Board of Trustees of the Waterloo Municipal Communications Utility, Waterloo, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the records of the Board of Trustees showing proceedings of the Board, and the same is a true and complete copy of the action taken by the Board with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Board 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 Board pursuant to the local rules of the Board and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective offices as indicated therein, that no Board vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the Board hereto affixed this __________ day of _______________, 2023. (SEAL) Secretary of the Board of Trustees, Waterloo Municipal Communications Utility, Waterloo, State of Iowa 02249407-1\24268-003 -1- AGREEMENT BETWEEN THE MUNICIPAL COMMUNICATIONS UTILITY OF THE CITY OF CEDAR FALLS, WAVERLY COMMUNICATIONS UTILITY, THE COMMUNICATIONS UTILITY OF BELLEVUE, IOWA, INDIANOLA MUNICIPAL UTILITIES, VINTON MUNICIPAL COMMUNICATIONS UTILITY, CITY OF PELLA MUNICIPAL TELECOMMUNICATIONS UTILITY, NEW HAMPTON MUNICIPAL COMMUNICATIONS UTILITY, AND WATERLOO TELECOMMUNICATIONS UTILITY REGARDING FINANCIAL ARRANGEMENTS 1. This Agreement is made and entered into pursuant to the: AMENDED AND RESTATED AGREEMENT UNDER IOWA CODE CHAPTER 28E BETWEEN WAVERLY COMMUNICATIONS UTILITY, THE MUNICIPAL COMMUNICATIONS UTILITY OF THE CITY OF CEDAR FALLS, THE COMMUNICATIONS UTILITY OF BELLEVUE, IOWA, INDIANOLA MUNICIPAL UTILITIES, VINTON MUNICIPAL COMMUNICATIONS UTILITY, CITY OF PELLA MUNICIPAL TELECOMMUNICATIONS UTILITY, NEW HAMPTON MUNICIPAL COMMUNICATIONS UTILITY, AND WATERLOO TELECOMMUNICATIONS UTILITY PROVIDING FOR JOINT OWNERSHIP AND USE OF CERTAIN FACILITIES AND RELATED MATTERS (“28E Agreement”) and is to be interpreted and construed in accord with said agreement. 2. This Agreement is subject to and continues prior agreements of the parties, including the following: A. All parties agree that insurance (including responsibility for deductibles) of assets and facilities are a shared expense allocated in accord with investment in assets and shall be subject to annual readjustment under paragraph 9 of the 28E Agreement. These and other expense allocations are addressed within this Agreement and specifically in Schedule A of the 28E Agreement. B. Except as specifically modified by this Agreement or the Amended and Restated 28E Agreement mentioned in paragraph 1 the understanding set forth in this paragraph remain valid. 3. Starting October 11, 2023, Waterloo will make all payments based on the Amended and Restated 28E Agreement, this Agreement and specifically in Schedule A of the 28E Agreement as follows: -2- A. Waterloo will make a payment for IP Video headend equipment, Minerva and Network DVR of $288,300.51 and a payment for existing CFU owned video infrastructure of $144,474.99. B. Payments from Waterloo for IP Video headend equipment, Minerva and Network DVR will be reimbursed to existing parties as follows: $133,738.86 to Cedar Falls, $34,800.61 to Waverly Utilities, $6,207.68 to Bellevue, $50,042.17 to Indianola, $18,445.67 to Vinton, $33,089.86 to Pella, and $11,975.66 to New Hampton. C. Payments from Waterloo for existing CFU owned video infrastructure will be reimbursed to existing parties as follows: $65,903.37 to Cedar Falls, $16,976.84 to Waverly, $4,843.52 to Bellevue, $25,305.04 to Indianola, $9,469.29 to Vinton, $15,841.79 to Pella, and $6,135.14 to New Hampton. -3- MUNICIPAL COMMUNICATIONS UTILITY OF THE CITY OF CEDAR FALLS, IOWA _________________________________ Richard McAlister, Board Chair ATTEST: _________________________________ MaraBeth Soneson, Board Secretary _________________________________ Date -4- WAVERLY COMMUNICATIONS UTILITY _________________________________ , Board Chair ATTEST: _________________________________ , Secretary to the Board _________________________________ Date -5- COMMUNICATIONS UTILITY OF BELLEVUE, IOWA _________________________________ , City Administrator ATTEST: _________________________________ , City Clerk _________________________________ Date -6- INDIANOLA MUNICIPAL UTILITIES _________________________________ , Board Chair ATTEST: _________________________________ , Board Secretary _________________________________ Date -7- VINTON MUNICIPAL COMMUNICATIONS UTILITY _________________________________ , Board Chair ATTEST: _________________________________ , Board Secretary _________________________________ Date -8- CITY OF PELLA TELECOMMUNICATIONS UTILITY _________________________________ , Mayor ATTEST: _________________________________ , City Clerk _________________________________ Date -9- NEW HAMPTON MUNICIPAL COMMUNICATIONS UTILITY _________________________________ , Board Chair ATTEST: _________________________________ , Board Secretary _________________________________ Date -10- WATERLOO TELECOMMUNICATIONS UTILITY _________________________________ , Board Chair ATTEST: _________________________________ , Board Secretary _________________________________ Date -1- AMENDED AND RESTATED AGREEMENT UNDER IOWA CODE CHAPTER 28E BETWEEN WAVERLY COMMUNICATIONS UTILITY, THE MUNICIPAL COMMUNICATIONS UTILITY OF THE CITY OF CEDAR FALLS, THE COMMUNICATIONS UTILITY OF BELLEVUE, IOWA, INDIANOLA MUNICIPAL UTILITIES, VINTON MUNICIPAL COMMUNICATIONS UTILITY, CITY OF PELLA MUNICIPAL TELECOMMUNICATIONS UTILITY, NEW HAMPTON MUNICIPAL COMMUNICATIONS UTILITY, AND WATERLOO TELECOMMUNICATIONS UTILTIY PROVIDING FOR JOINT OWNERSHIP AND USE OF CERTAIN FACILITIES AND RELATED MATTERS BE IT REMEMBERED that for the mutual promises, covenants and considerations herein contained and pursuant to Iowa Code Chapter 28E, Waverly Communications Utility ("Waverly"), The Municipal Communications Utility of the City of Cedar Falls, Iowa ("CFU"), the Communications Utility of Bellevue, Iowa (“CUB”), Indianola Municipal Utilities (“IMU”), Vinton Municipal Communications Utility (“Vinton”), City of Pella Municipal Telecommunications Utility (“Pella”), New Hampton Municipal Communications Utility (“New Hampton”), and Waterloo Telecommunications Utility (“Waterloo”), all municipal utilities in good standing, organized, operating and existing under Iowa Code Chapter 388, have entered into the following agreement, to wit: 1. The purpose of this Agreement is to provide for the joint ownership, management, control and maintenance of an Internet Protocol (IP) Video Head End, and make available certain other shared services, equipment, appliances and appurtenances for the joint benefit of the parties. This Agreement does not include programming contracts. 2. CFU has installed in its headquarters building in Cedar Falls an IP Video Head End, including from time to time, needed software, licensing and hardware. The parties’ joint ownership under this Agreement is as tenants in common with a separate individual ownership in each party. 3. It is understood CFU has utilized and incorporated some prior existing video infrastructure equipment, dishes, receivers and other apparatus into the IP Video Head End described in paragraph 2 hereof. 4. In order to facilitate and provide for services under this Agreement, each party agrees to construct at its own expense a fiber link to agreed upon Meet Points. Upon request, CFU will provide technical assistance regarding equipment selection and configuration of the fiber links. The fiber links thus constructed will be lit, managed and monitored by CFU Network -2- Engineers under paragraphs 5 and 8 hereof. Maintenance and repair of each party’s fiber will be performed by the respective party. 5. CFU will provide the Head End Technicians and Network Engineers required to operate the IP Video Head End. The Head End Technicians and Network Engineers will be employees of CFU and shall not have any separate rights or standing under this Agreement. Each party to this Agreement shall be invoiced monthly by CFU for their proportionate share of the salary and benefits of one Head End Technician, and two and one-half Network Engineers. All parties will pay the invoice within 30 days of receipt. The percentage of payments are provided upon Schedule A attached hereto and shall be subject to modification under paragraph 9. Both percentage and number of employees for which CFU shall be reimbursed are subject to yearly adjustment under paragraph 9 hereof. 6. In the event any party or parties to this Agreement take programming or otherwise utilize the IP Video Head End in a manner different from any other party or parties, that non-joint program or utilization will be paid for entirely by the party or parties receiving the separate programing or making the separate utilization. If non-joint program or utilization requires space at CFU head end or property, CFU reserves the right to approve or disapprove said accommodation and additional fees may apply. 7. It is agreed that capital and other financial arrangements and undertaking, shall, except as specifically provided herein, be memorialized by separate agreement of the parties. 8. CFU will administer this Agreement and the operation and maintenance of the IP Video Head End including all existing video infrastructure equipment identified in paragraph 3, which shall be in any event consistent with its past practices in the ordinary course of business, applicable law, and industry standards. CFU will be solely responsible for all decisions regarding maintenance and operation. The cost of all needed replacement or repair parts, including software and software updates, improvements or contracted outside labor fees, and an annual fee (see Schedule A) to recover the salary and benefits expense incurred in calculating and billing each parties’ ownership cost will be divided in the same manner as capital contributions as may be provided by separate agreement as provided by paragraph 7 hereof or as subsequently adjusted under paragraph 9 of this Agreement, and paid by all other parties and any new or additional party or parties to CFU upon presentation of an invoice reflecting the proper percentage division of actual cost only, within 30 days. This cost sharing arrangement will be applicable only to the extent the maintenance and operation expenses are necessary for the benefit of all parties to this Agreement. 9. In November of each year, commencing November 2023, all parties to this Agreement shall each designate a representative who shall meet at CFU headquarters or by conference call to review and adjust the allocation of costs and updated technologies applicable -3- under this Agreement. Cost allocations as adjusted will be effective January 1, 20 24 and each January 1 after each said meeting thereafter. The reallocation of capital costs incurred after January 1, 2024, and salaries and benefits under paragraphs 5 and 8, and repair and maintenance costs under paragraph 8 hereof or as provided by paragraph 7 hereof will be established as the percentage of properties passed by all parties, and any additional or new party or parties of the prior June as defined in Schedule A. Estimates on Schedule A are informational and not limitations; the distribution formulas in Schedule A are binding on the parties. Schedule A may be amended as a part of the process described in this paragraph. If by ten days after the meeting in November wherein the notification of reallocations is discussed, the parties are unable to agree on reallocations under this paragraph, then they shall mediate all outstanding disputes. Mediation shall commence upon the written notice of any member to all other members. If after notice the parties cannot agree upon a mediator, they shall each select a mediator and the mediators shall mutually select one more person to also act as mediator. If sixty days after appointment of a mediator or mediators the parties have not resolved their dispute or dispute then the parties shall select an arbitrator under Iowa Code chapter 679A, if they are unable to agree on an arbitrator within 30 days, then any party may petition the district court for appointment of an arbitrator. The arbitrator will make a decision within 90 days of selection or appointment. The parties shall accept or reject the decision of the arbitration within ten days of receipt. If the parties accept (or fail to reject) the arbitrator’s decision within the time allowed, the decision shall be final and binding upon all parties on all matters in dispute. If any party rejects the arbitrator’s decision, then one hundred eighty days thereafter this Agreement shall terminate as provided in paragraph 14. 10. Additional parties may join under this Agreement by adopting its terms with the consent of the governing body of all other members. New members will make an initial contribution to capital based on the percentage of properties passed in the new members’ service area compared to the total number of properties passed in the service areas of all participating utilities as defined in Schedule A. New or additional parties may be required to construct at their own expense a fiber link to CFU's designated meet point and provide equipment, appliances or appurtenances necessary to light the fiber link. Any fiber link thus constructed will be lit, managed and monitored by CFU Network Engineers under paragraphs 5 and 8 hereof. Maintenance and repair of each party’s fiber will be performed by the respective party. All additional contributions of capital from new members shall be distributed to the pre-existing members as their interests appear. -4- 11. Additional parties may become customers of the shared IP Video Headend. Revenue from these additional parties will be shared among the current members based on their percentage of contributions. 12. No separate legal or administrative entity is created by this Agreement. 13. Parties hereto shall not engage in joint financing, but shall each be separately responsible for financing their costs and expenses under this Agreement. 14. Term of Agreement and Termination Provisions: This Agreement shall be effective on October 11, 2023 and continue in effect until October 11, 2026, and thereafter shall continue for periods of three years unless any party other than CFU provides the others with notice of its intent to terminate, at least 1 year prior to the next termination date, in which event this Agreement shall terminate on the next expiration date. CFU shall give a two-year notice of termination to exit the Agreement regardless of the three-year term of the Agreement, so that CFU may exit the Agreement at any time after a two-year notice period. A. Termination wherein CFU remains a party: If upon any termination date there are more than two parties to this Agreement where one of the remaining parties is CFU and not all parties give notice of termination, any party giving notice of termination will be given, within 180 days of termination, their then share of the depreciated net value of their share of the joint assets shall be as last determined under paragraph 9. B. Termination wherein CFU is not a party: If CFU gives notice of termination, this Agreement will terminate two years after notice is provided pursuant to paragraph 14. Upon CFU providing notice of termination, the remaining existing owners shall have the right of first refusal to purchase the joint assets included in this Agreement with the proceeds from the sale of the assets distributed to the then parties to this Agreement based on their percentage of ownership as it appears on the date of termination as last determined under paragraph 9. C. Termination with no remaining parties: Upon final termination of this Agreement wherein there are no remaining parties to the Agreement, all joint assets shall be liquidated and the proceeds from such liquidation shall be distributed to the then parties to this Agreement based upon their percentage of ownership as it appears on the date of termination as last determined under paragraph 9. CFU shall have the right of first refusal to retain all joint assets in its physical possession upon payment of the proceeds to the other parties in accordance with their percentage of ownership. D. In the event that any member utility, or the assets of any member utility are sold, leased or otherwise transferred, or any member is dissolved or discontinued, the member being sold, leased, otherwise transferred, dissolved or discontinued shall forfeit its share of the net value -5- of any assets as last determined under paragraph 9 above. As to such member, this Agreement terminates upon the date of such member being sold, leased or otherwise transferred, dissolved or discontinued. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year set forth below. MUNICIPAL COMMUNICATIONS UTILITY OF THE CITY OF CEDAR FALLS, IOWA _________________________________ Richard Mcalister, Board Chair ATTEST: _________________________________ MaraBeth Soneson, Board Secretary _________________________________ Date -6- WAVERLY COMMUNICATIONS UTILITY _________________________________ , Board Chair ATTEST: _________________________________ , Secretary to the Board _________________________________ Date -7- COMMUNICATIONS UTILITY OF BELLEVUE, IOWA _________________________________ , City Administrator ATTEST: _________________________________ , Mayor _________________________________ Date -8- INDIANOLA MUNICIPAL UTILITIES _________________________________ , Board Chair ATTEST: _________________________________ , Board Secretary _________________________________ Date -9- VINTON MUNICIPAL COMMUNICATIONS UTILITY _________________________________ , Board Chair ATTEST: _________________________________ , Board Secretary _________________________________ Date -10- CITY OF PELLA TELECOMMUNICATIONS UTILITY _________________________________ , Mayor ATTEST: _________________________________ , City Clerk _________________________________ Date -11- NEW HAMPTON MUNICIPAL COMMUNICATIONS UTILITY _________________________________ , Board Chair ATTEST: _________________________________ , Secretary to the Board _________________________________ Date -12- WATERLOO TELECOMMUNICATIONS UTILITY _________________________________ , Board Chair ATTEST: _________________________________ , Secretary to the Board _________________________________ Date -13- SCHEDULE A - Fee Structure and Payments Item Fee Structure Estimated Fees Year Notes 1. IP Video Headend Capital Equipment - Includes hardware, licensing, & software A. IPTV CFU 26.68%$973,406 2023 WU 7.17%estimated initial costs *Paid initially at completion CUB 2.09%of 28E Agreement. Additions IMU 9.88%are billed bi-annually. VMCU 3.57% COP 6.96% NHMU 2.36% WLOO 41.29% B. Minerva Middleware CFU 27.26%$201,219 2023 WU 7.32%estimated initial costs *Paid initially at completion CUB 0.00%of 28E Agreement. Additions IMU 10.09%are billed bi-annually. VMCU 3.64% COP 7.11% NHMU 2.41% WLOO 42.17% C. Network DVR CFU 27.26%$158,675 2023 WU 7.32%estimated initial costs *Paid initially at completion CUB 0.00%of 28E Agreement. Additions IMU 10.09%are billed bi-annually. VMCU 3.64% COP 7.11% NHMU 2.41% WLOO 42.17% 2. IP Video Headend Support expenses - Annual support, maintenance, & licensing contracts A. IPTV CFU 26.68%$21,595 2023 WU 7.17%estimated annual cost *Billed bi-annually when invoices CUB 2.09%are paid for the support costs IMU 9.88% VMCU 3.57% COP 6.96% NHMU 2.36% WLOO 41.29% B. Minerva Middleware CFU 27.26%$70,594 2023 WU 7.32%estimated annual cost *Billed bi-annually when invoices CUB 0.00%are paid for the support costs IMU 10.09% VMCU 3.64% COP 7.11% NHMU 2.41% WLOO 42.17% C. Network DVR CFU 27.26%$113,647 2023 WU 7.32%estimated annual cost *Billed bi-annually when invoices CUB 0.00%are paid for the support costs IMU 10.09% VMCU 3.64% COP 7.11% NHMU 2.41% WLOO 42.17% -14- SCHEDULE A (continued) - Fee Structure and Payments 3. IP Video Headend Operational Labor - One headend technician and 2 1/2 network engineers A. IPTV CFU 26.68%$34,599 2024 WU 7.17%estimated monthly to Billed monthly for labor to CUB 2.09%be billed by CFU to operate the IPTV headend IMU 9.88%owners * VMCU 3.57% COP 6.96% NHMU 2.36% WLOO 41.29% 4. Use of existing CFU Owned Video Infrastructure - Dishes, receivers, etc. A. IPTV CFU 26.68%$349,903 2023 WU 7.17%estimated initial fees *Paid initially at completion CUB 2.09%of 28E Agreement. IMU 9.88% VMCU 3.57% COP 6.96% NHMU 2.36% WLOO 41.29% 5. IPTV 28E Cost Allocations and Billing Cost allocation and billing fee CFU 26.68%$900 2023 WU 7.17%monthly fee to Billed monthly for labor to CUB 2.09%be billed by CFU to track, allocate and bill 28E costs IMU 9.88%owners *to owners. VMCU 3.57% COP 6.96% NHMU 2.36% WLOO 41.29% 6. Ad Insertion Capital and Expense Costs CFU 27.93%$287,430 2023 Paid initially at completion WU 7.50%estimated initial fees *of 28E Agreement. Additions CUB 0.00%are billed bi-annually. IMU 10.34% VMCU 3.73%$37,324 Billed bi-annually when invoices COP 7.29%estimated annual support are paid for the support costs NHMU 0.00%cost * WLOO 43.21% *Estimated fees and costs listed will be split between owners based on fee structure. The fee structure is based on a properties passed allocation for owners electing those services listed in the schedule. Owners Properties Passed Cedar Falls Utilities =CFU 18,869 Waverly Utilities =WU 5,068 Communications Utility of Bellevue =CUB 1,477 Indianola Municipal Utilities =IMU 6,983 Vinton Municipal Communications Utility =VMCU 2,521 City of Pella Municipal Telecom. Utility =COP 4,924 New Hampton Municipal Com. Utility =NHMU 1,668 Waterloo Telecommunications Utility =WLOO 29,193 -15- SCHEDULE A (continued) - Fee Structure and Payments Ongoing operation, replacement, maintenance or licensing fees which are not directly allocable to certain parties, but which are associated with the shared IP Video Headend operation, will be allocated among all parties based on each entities % of the combined properties passed. Properties passed shall include all urban and rural properties within an electric service territory for electric utilities and/or within city limits for non-electric utilities taking into account the total potential customer base for the communications utility. Premises that include multiple dwelling units shall be counted by the number of units within the premise. City, utility, college and school properties count as 1 property each. The properties passed allocation will be calculated and adjusted for the next calendar year as described in paragraph 9 of this agreement. There may be certain fees or licenses paid to 3rd parties that are based directly on subscriber counts. Fees/licenses based directly on subscriber counts are not included in Schedule A and will be allocated to the parties based on the subscriber counts. CFU will invoice all owners for the intial, bi-annual and monthly fees. Initial fees for new owners will be invoiced following signing of this agreement. Operational labor and the cost allocation billing fees will start the month each new owner turns on their first video customer.