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Home My WebLink About2023-020-$4,000,000 Taxable Telecom Revenue Capital Notes, Seres 2023(It AHLERS COONEY ATTORNEYS August 18, 2023 Via E-Mail & Overnight UPS City of Waterloo Kelley Felchle City Clerk 715 Mulberry Street Waterloo, Iowa 50703 Ahlers & Cooney, P.C. Attorneys at Law 100 Court Avenue, Suite 600 Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw com Steven M. Nadel 515.246.0306 snadel@ahlerslaw.com Re: Waterloo Municipal Communications Utility, State of Iowa $4,000,000 Taxable Communications Utility Revenue Capital Loan Notes, Series 2023 Dear Kelley: With this letter I am enclosing suggested proceedings to be acted upon by the Board in accepting a proposal to purchase the above Taxable Communications Utility Revenue Capital Loan Notes. It is my understanding that such a proposal is expected to be considered at the August 30, 2023 meeting of the Board. An extra copy of the proceedings is enclosed to be completed as the original and returned to us for our transcript of the action taken. Should you have any questions pertaining to the proposal or the enclosed proceedings, please don't hesitate to contact me. By SMN:im Enclosure Cc: Andy Van Fleet Maggie Burger Chatlotte Nielsen 02237809-1\24268-003 Very truly yours, AHLERS & COONEY, P.C. ISl Steven lit. ?laid Steven M. Nadel in Speer Financial, Inc. INDEPENDENT MUNICIPAL ADVISORS DANIEL FORBES President RAPHALIATA \IcKENZIE NIAGGIE BURGER .Senior lice Pt -olden! .Senior lice President August 30, 2023 Mr. Andy Van Fleet, Board Chairperson Waterloo Municipal Communications Utility 625 Glenwood St. Waterloo, IA 50703 Dear Board Chairperson and Members of the Board: ESTABLISHED 1954 ANTHONY NIICELI NIARK JERETINA Senior lire President Senior lire President AARON GOLD lice President Cedar Rapids Bank & Trust, Cedar Rapids, Iowa, in association with Piper Sandler, Des Moines, Iowa, acting as placement agent, has submitted a proposal for the purchase of the $2,000,000 Taxable Communication Utility Bond Anticipation Project Notes, Series 2023 being sold by the Waterloo Communications Utility, Iowa. Upon examination, it is our opinion that the proposal is favorable to the Utility and should be accepted. We therefore recommend that the Notes be awarded to the proposer at a price of $2,000,000, being at a true interest cost of 6.0017%. The amounts and rates for each year are as follows: MB Enclosures Year Principal Rate 2025 $2,000,000 6.00% Respectfully submitted, SPEER FINANCIAL, INC. LINVac coactirl- Maggie Burger, Sr. Vice President SUFI'E 2630 • 230 WEST MONROE STREET • CIIICAGO, ILLINOIS 60606 • (312) 346-3700 • FAX (312) 346-8833 SUITE 608 • 531 COMMERCIAL. STREET • WATERLOO. IOWA 50701 • (319) 291-2077 • FAX (319) 291-8628 SPEER FINANCIAL, INC. WATERLOO MUNICIPAL COMMUNICATIONS UTILITY, IOWA TAXABLE WORKING CAPITAL BID SUMMARY $4,000,000* TAXABLE COMMUNICATION UTILITY BOND ANTICIPATION PROJECT NOTES, SERIES 2023 RECOMMENDED PROPOSAL Financial Institution Cedar Rapids Bank & Trust, Cedar Rapids (in conjunction with Community Savings Bank) Final Par Amount $ 2,000,000.00 Interest Rate 6.000% Interest Cost $ 195,708 35 True Interest Cost (TIC) 6.0017% Call Date 30-day Notice ALL PROPOSALS (AS BID) Financial Institution Cedar Rapids Bank & Trust Notes: Interest Rate 5.875% Bid Amount Call Date $ 1,000,000.00 30-day Notice Cedar Rapids Bank & Trust 6.000% $ 2,000,000.00 30-day Notice Farmer State Bank First Interstate Bank MidwestOne Bank 7.760% 7.170% 6.870% $ 4,000,000.00 30-day Notice $ 4,000,000.00 30-day Notice $ 4,000,000.00 12/1/2024 1) CRBT included Bob Seymour from Community Savings Bank on bid submission, we assume CSB is in conjunction with CRBT. 2) MidwestOne Bank had "extras". Still subject to final approval; fixed rate is indexed to actual rate lock date; banking relationship with the City for a minimum of $2,000,000; default rate of 3.00%; origination fee of 0.5% and reimbursement for bank counsel. 3anks Not Offering Proposals Banklowa Lincoln Savings Bank Regions Bank Signature Bank Initial Pass on draw down but interest in future financings (good questions asked) Initially indicated might have some in 6's range, but never came through and didn't offer feedback Too early in the stafe financially without additional City security No current taxable allocation in portfolio * Subject to change Waterloo Municipal Communication Utility, Iowa $2,000,000 ***FINAL*** Schedule Communications Utility Revenue Note Anticipation Notes Taxable Debt Service Date Principal Coupon Interest Total P+I Fiscal Total 09/20/2023 06/01 12/01 06/01 12/01 /2024 /2024 /2025 /2025 - - - - - - - - 2,000,000.00 6.000% - 27,475.01 48,233.34 60,000.00 60,000.00 2,060,000.00 - - 27,475.01 - 48,233.34 75,708.35 60,000.00 - 2,120,000.00 Total 52,000,000.00 - S195,708.35 S2,195,708.35 - Yield Statistics Bond Year Dollars S3,261.81 Average Life 1.631 Years Average Coupon 6.0000005% Net Interest Cost (NIC) 6.0000005% True Interest Cost (TIC) 6.0017298% Bond Yield for Arbitrage Purposes 6.0017298% All Inclusive Cost (AIC) 6.0017298% IRS Form 8038 Net Interest Cost 6.0000005% Weighted Average Maturity 1.631 Years Waterloo MCU $2m CRBT Municipal Dra l Issue Summary Inc. Advisors l 8/30/2023 l 2:00 PM Speer Financial, Registered SPEER FINANCIAL, INC. WATERLOO MUNICIPAL COMMUNICATIONS UTILITY, IA $2,000,000 TAXABLE COMMUNICATIONS UTILITY REVENUE BOND ANTICIPATION NOTES, SERIES 2023 09/20/23 11/15/23 02/15/24 5/15/2024 6/1/2024 08/15/24 11/15/24 12/01/24 06/01/25 12/01/25 Principal Interest Principal Interest Principal Interest Principal Interest Principal Interest $ 150,000.00 $ 400,000.00 $ 400,000.00 $ 6,275.00 $13,066.67 $ 400,000.00 $ 7,066.67 $ 1,066.67 $ 400,000.00 $ 4,500.00 $12,000.00 $12,000.00 $12,000.00 $ 7,066.67 $ 4,500.00 $12,000.00 $12,000.00 $12,000.00 $12,000.00 $ 4,500.00 $12,000.00 $12,000.00 $12,000.00 $12,000.00 $ 150,000.00 $19,775.00 $ 400,000.00 $ 49,066.67 $ 400,000.00 $ 43,066.67 $ 400,000.00 $ 37,066.67 $ 400,000.00 $ 31,066.67 Principal Interest $ 250,000.00 $ 666.67 $ 7,500.00 $ 7,500.00 $ 250,000.00 $ 15,666.67 Total Principal Total Interest Total Principal & interest $ 2,000,000.00 $ 195,708.35 $ 2,195,708.35 ITEMS TO INCLUDE ON AGENDA FOR AUGUST 30, 2023 BOARD OF TRUSTEES OF THE WATERLOO MUNICIPAL COMMUNICATIONS UTILITY, WATERLOO, IOWA $4,000,000 Taxable Communications Utility Revenue Capital Loan Notes, Series 2023 • Resolution Directing the Acceptance of a Proposal to Purchase $4,000,000 Taxable Communications Utility Revenue Capital Loan Notes, Series 2023. Resolution No. 2023-020 NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF TIIE GOVERNING BODY. August 30, 2023 The Board of Trustees of the Waterloo Municipal Communications Utility, State of Iowa, met in regular session, in the Harold E. Getty Council Chambers, 715 Mulberry Street, Waterloo, Iowa, at 4:00 P.M., on the above date. There were present Chairperson Andrew Van Fleet in the chair, and the following named Board Members: Van Fleet, Batemon, Kurtenbach, Young, and Wienands. Absent: None. Vacant: None. 2 Board Member Young introduced the following Resolution entitled "RESOLUTION DIRECTING THE ACCEPTANCE OF A PROPOSAL TO PURCHASE $4,000,000 TAXABLE COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2023" and moved that it be adopted. Board Member Kurtenbach seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES: Four ABSTAIN: One. Mr. Van Fleet explained in the meeting he is on the board for Farmer's State Bank and would abstain from voting. Whereupon, the Chairperson declared the Resolution duly adopted as follows: RESOLUTION NO. 2023-020 RESOLUTION DIRECTING THE ACCEPTANCE OF A PROPOSAL TO PURCHASE $4,000,000 TAXABLE COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2023 WHEREAS, the City of Waterloo, by and through its Board of Trustees of the Waterloo Municipal Communications Utility, sometimes hereinafter referred to as the City, is a municipal corporation duly incorporated, organized and existing under and by virtue of the Constitution and laws of the State of Iowa; and WHEREAS, it is deemed necessary that the City should enter into a Loan Agreement and borrow the amount of $4,000,000 as authorized by Sections 384.24A and 384.83, Code of Iowa as amended; and WHEREAS, a proposal has been received from Cedar Rapids Bank and Trust of Cedar Rapids, Iowa and WHEREAS, it is the intention of this Board of Trustees to enter into a Loan Agreement in accordance with said proposal dated August 30, 2023. NOW THEREFORE, BE IT RESOLVED, BY THE BOARD OF TRUSTEES OF THE WATERLOO MUNICIPAL COMMUNICATIONS UTILITY, WATERLOO, STATE OF IOWA: Section 1. That this Board of Trustees does hereby accept the attached proposal of Cedar Rapids Bank and Tiust of Cedar Rapids, Iowa, and takes additional action to permit the entering into of a Loan Agreement. 3 Section 2. The Chairperson and Secretary of the Board of Trustees are authorized and directed to proceed on behalf of the City to enter into such Loan Agreement, to negotiate the final terms of a Loan Agreement, to take all action necessary to permit the entering into of a Loan Agreement on a basis favorable to the City and acceptable to the Purchaser, and to proceed to meet the conditions of this accepted proposal. PASSED AND APPROVED this 30th day of August 2023. ATTEST: Secretary of the *joard of Trustees c3dthe, (Attach Copy of Terms of Proposal) 4 CERTIFICATE STATE OF IOWA ) SS COUNTY OF BLACK HAWK I, the undersigned Secretary of the Board of Trustees of the Waterloo Municipal Communications Utility, Waterloo, State of Iowa, do heieby 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 effe6t, 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 seasonable 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 14th day of September 2023. ecretary of t Municipal Co State of Iowa (SEAL) 02237802-1\24268-003 Board of Trustees, Waterloo munications Utility, Waterloo, ITEMS TO INCLUDE ON AGENDA FOR AUGUST 30, 2023 BOARD OF TRUSTEES OF THE WATERLOO MUNICIPAL COMMUNICATIONS UTILITY, WATERLOO, IOWA $4,000,000 Taxable Communications Utility Revenue Capital Loan Notes, Series 2023 • Resolution Directing the Acceptance of a Proposal to Purchase $4,000,000 Taxable Communications Utility Revenue Capital Loan Notes, Series 2023. Resolution No. 2023-020 NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE GOVERNING BODY. 1 August 30, 2023 The Board of Trustees of the Waterloo Municipal Communications Utility, State of Iowa, met in regular session, in the Harold E. Getty Council Chambers, 715 Mulberry Street, Waterloo, Iowa, at 4:00 P.M., on the above date. There were present Chairperson Andrew Van Fleet in the chair, and the following named Board Members: Van Fleet, Batemon, Kurtenbach, Young, and Wienands. Absent: None. Vacant: None. 2 Board Member Young introduced the following Resolution entitled "RESOLUTION DIRECTING THE ACCEPTANCE OF A PROPOSAL TO PURCHASE $4,000,000 TAXABLE COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2023" and moved that it be adopted. Boaid Member Kurtenbach seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES: Four ABSTAIN: One. Mr. Van Fleet explained in the meeting he is on the board for Farmer's State Bank and would abstain from voting. Whereupon, the Chairperson declared the Resolution duly adopted as follows: RESOLUTION NO. 2023-020 RESOLUTION DIRECTING THE ACCEPTANCE OF A PROPOSAL TO PURCHASE $4,000,000 TAXABLE COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2023 WHEREAS, the City of Waterloo, by and through its Board of Trustees of the Waterloo Municipal Communications Utility, sometimes hereinafter referred to as the City, is a municipal corporation duly incorporated, organized and existing under and by virtue of the Constitution and laws of the State of Iowa; and WHEREAS, it is deemed necessary that the City should enter into a Loan Agreement and borrow the amount of $4,000,000 as authorized by Sections 384.24A and 384.83, Code of Iowa as amended; and WHEREAS, a proposal has been received from Cedar Rapids Bank and Trust of Cedar Rapids, Iowa and WHEREAS, it is the intention of this Board of Trustees to enter into a Loan Agreement in accordance with said proposal dated August 30, 2023. NOW THEREFORE, BE IT RESOLVED, BY THE BOARD OF TRUSTEES OF THE WATERLOO MUNICIPAL COMMUNICATIONS UTILITY, WATERLOO, STATE OF IOWA: Section 1. That this Board of Trustees does hereby accept the attached proposal of Cedar Rapids Bank and Trust of Cedar Rapids, Iowa, and takes additional action to permit the entering into of a Loan Agreement. 3 Section 2. The Chairperson and Secretary of the Board of Trustees are authorized and directed to proceed on behalf of the City to enter into such Loan Agreement, to negotiate the final teims of a Loan Agreement, to take all action necessary to permit the entering into of a Loan Agreement on a basis favorable to the City and acceptable to the Purchaser, and to proceed to meet the conditions of this accepted proposal. PASSED AND APPROVED this 30th day of August 2023. Chairperson ATTEST: ... Secretary of thiBoard of Trustees (Attach Copy of Terms of Proposal) 4 CERTIFICATE STATE OF IOWA ) SS COUNTY OF BLACK HAWK I, the undersigned Secretary of the Board of Trustees of the Waterloo Municipal Communications btility, Waterloo, State of Iowa, do hereby cei tify 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 t 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 seasonable 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 14th day of September 2023. kL& Secretary of the Municipal Com State of Iowa (SEAL) 02237802-1\24268-003 oard o Trustees, Waterloo inications Utility, Waterloo, 1 ITEMS TO INCLUDE ON AGENDA FOR AUGUST 30, 2023 BOARD OF TRUSTEES OF THE WATERLOO MUNICIPAL COMMUNICATIONS UTILITY, WATERLOO, IOWA $4,000,000 Taxable Communications Utility Revenue Capital Loan Notes, Series 2023 • Resolution Directing the Acceptance of a Proposal to Purchase $4,000,000 Taxable Communications Utility Revenue Capital Loan Notes, Series 2023. Resolution No. 2023-020 NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE GOVERNING BODY. August 30, 2023 The Board of Trustees of the Waterloo Municipal Communications Utility, State of Iowa, met in regular session, in the Harold E. Getty Council Chambers, 715 Mulberry Street, Waterloo, Iowa, at 4:00 P.M., on the above date. There were present Chairperson Andrew Van Fleet in the chair, and the following named Board Members: Van Fleet, Batemon, Kurtenbach, Young, and Wienands. Absent: None. Vacant: None. / 2 Board Member Young introduced the following Resolution entitled "RESOLUTION DIRECTING THE ACCEPTANCE OF A PROPOSAL 1'O PURCHASE $4,000,000 'I AXABLE COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2023" and moved that it be adopted. Board Member Kurtenbach seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES: I. Four ABSTAIN: One. Mr. Van Fleet explained in the meeting he is on the board for Faimer's State Bank and would abstain from voting. Whereupon, the Chairperson declared the Resolution duly adopted as follows: RESOLUTION NO. 2023-020 RESOLUTION DIRECTING THE ACCEPTANCE OF A PROPOSAL TO PURCHASE $4,000,000 TAXABLE COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2023 WHEREAS, the City of Waterloo, by and through its Board of Trustees of the Waterloo Municipal Communications Utility, sometimes hereinafter referred to as the City, is a municipal corporation duly incorporated, organized and existing under and by virtue of the Constitution and laws of the State of Iowa; and WHEREAS, it is deemed necessary that the City should enter into a Loan Agreement and borrow the amount of $4,000,000 as authorized by Sections 3 84.24A and 384.83, Code of Iowa as amended; and WI-IEREAS, a proposal has been received from Cedar Rapids Bank and "Trust of Cedar Rapids, Iowa and WHEREAS, it is the intention of this Board of Trustees to enter into a Loan Agreement in accordance with said proposal dated August 30, 2023. NOW THEREFORE, BE IT RESOLVED, BY TI-IE BOARD OF TRUSTEES OF THE WATERLOO MUNICIPAL COMMUNICATIONS UTILITY, WATERLOO, STATE OF IOWA: Section 1. That this Board of Trustees does hereby accept the attached proposal of Cedar Rapids Bank and Ti ust of Cedar Rapids, Iowa, and takes additional action to permit the entering into of a Loan Agreement. Section 2. The Chairperson and Secretary of the Board of Trustees are authorized and directed to proceed on behalf of the City to enter into such Loan Agreement, to negotiate the final teims of a Loan Agreement, to take all action necessary to permit the entering into of a Loan Agreement on a basis favorable to the City and acceptable to the Purchaser, and to proceed to meet the conditions of this accepted proposal. PASSED AND APPROVED this 30th day of August 2023. ATTEST: ecretary o he Board of Trustees Chairperson (Attach Copy of Terms of Proposal) 4 CERTIFICATE STATE OF IOWA ) SS COUNTY OF BLACK HAWK 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 twe 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 14th day of September 2023. Secretary of e Board of Trustees, Waterloo Municipal Communications Utility, Waterloo, State of Iowa (SEAL) 0223 7802-1 \24268-003 ITEMS TO INCLUDE ON AGENDA FOR AUGUST 30, 2023 BOARD OF TRUSTEES OF THE WATERLOO MUNICIPAL COMMUNICATIONS UTILITY, WATERLOO, IOWA $4,000,000 Taxable Communications Utility Revenue Capital Loan Notes, Series 2023 • Resolution Directing the Acceptance of a Proposal to Purchase $4,000,000 Taxable Communications Utility Revenue Capital Loan Notes, Series 2023. Resolution No. 2023-020 NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE GOVERNING BODY. August 30, 2023 The Board of Trustees of the Waterloo Municipal Communications Utility, State of Iowa, met in regular session, in the Harold E. Getty Council Chambers, 715 Mulberry Street, Waterloo, Iowa, at 4:00 P.M., on the above date. There were present Chairperson Andrew Van Fleet in the chair, and the following named Board Members: Van Fleet, Batemon, Kurtenbach, Young, and Wienands. Absent: None. Vacant: None. 2 Board Member Young introduced the following Resolution entitled "RESOLUTION DIRECTING THE ACCEPTANCE OF A PROPOSAL TO PURCHASE $4,000,000 TAXABLE COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2023" and moved that it be adopted. Board Member Kurtenbach seconded the motion to adopt, and the roll being called thereon, the vote was as follows: AYES • Four ABSTAIN: One. Mr. Van Fleet explained in the meeting he is on the board for Farmer's State Bank and would abstain from voting. Whereupon, the Chairperson declared the Resolution duly adopted as follows: RESOLUTION NO. 2023-020 RESOLUTION DIRECTING THE ACCEPTANCE OF A PROPOSAL TO PURCHASE $4,000,000 TAXABLE COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2023 WHEREAS, the City of Waterloo, by and through its Board of Trustees of the Waterloo Municipal Communications Utility, sometimes hereinafter referred to as the City, is a municipal corporation duly incorporated, organized and existing under and by virtue of the Constitution and laws of the State of Iowa; and WHEREAS, it is deemed necessary that the City should enter into a Loan Agreement and borrow the amount of $4,000,000 as authorized by Sections 384.24A and 384.83, Code of Iowa as amended; and WHEREAS, a proposal has been received from Cedar Rapids Bank and Trust of Cedar Rapids, Iowa and WHEREAS, it is the intention of this Board of Trustees to enter into a Loan Agreement in accordance with said proposal dated August 30, 2023. NOW THEREFORE, BE IT RESOLVED, BY THE BOARD OF TRUSTEES OF THE WATERLOO MUNICIPAL COMMUNICATIONS UTILITY, WATERLOO, STATE OF IOWA: Section 1. That this Board of Trustees does hereby accept the attached proposal of Cedar Rapids Bank and Ti ust of Cedar Rapids, Iowa, and takes additional action to permit the entering into of a Loan Agreement. Section 2. The Chairperson and Secretary of the Board of Trustees are authorized and directed to proceed on behalf of the City to enter into such Loan Agreement, to negotiate the final teims of a Loan Agreement, to take all action necessary to permit the entering into of a Loan Agreement on a basis favorable to the City and acceptable to the Purchaser, and to proceed to meet the conditions of this accepted proposal. PASSED AND APPROVED this 30th day of August 2023. ATTEST: Secretary of Chairperson he Board of Trustees (Attach Copy of Terms of Proposal) 4 CERTIFICATE STATE OF IOWA ) SS COUNTY OF BLACK HAWK 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 i'.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 14th day of September 2023. Secretary of tl Board of Trustees, Waterloo Municipal Communications Utility, Waterloo, State of Iowa (SEAL) 02237802-1\24268-003