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HomeMy WebLinkAbout2023-021 - Signed - Issuance of $2,000,000 Loan Notes, Series 2023 and Interim Loan and Disbusement Agmnt 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. Resolution 2023-021. NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE CHAPTER 21 AND THE LOCAL RULES OF THE GOVERNING BODY. 1 September 6, 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 Mike Young in the chair, and the following named Board Members: Kurtenbach, Young, Batemon, and Wienands. Absent: Van Fleet. Vacant: None. * * * * * * 2 Board Member Kurtenbach introduced the following Resolution and moved its adoption. Board Member Wienands seconded the motion to adopt. The roll was called and the vote was: AYES: Four. NAYS: None. 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 provide for the payment of principal of and interest on the Notes as the same shall become due. 3 • "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 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 4 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, 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. 5 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. 6 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) (6) (7) (8) (1) (2) (3) (4) (5) (9) (9a) (10) (Continued on the back of this Note) (11)(12)(13) (14) (15) FIGURE 1 (Front) 7 (10) (16) (Continued) FIGURE 2 (Back) 8 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 9 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 10 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] 11 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 12 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. 13 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 14 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. 15 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. 16 PASSED AND APPROVED this 6th day of September 2023. Chairperson ATTEST: I e k�.L Secretary of th B coard of Trustees 17 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 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 14ih day of September, 2023. Secretary of th Board of Trustees, Waterloo Municipal Communications Utility, Waterloo, State of Iowa (SEAL) C,CMM U N�c tv (IL1�/O � 2 ti N �q�4„iIlD.�e�'Q 02249407-1\24268-003 i ,\ 'l \ 1` `___ INTERIM LOAN AND DISBURSEMENT AGREEMENT This Loan Agreement(the "Agreement") is entered into as of the 20th day of September, 2023,by and between the City of Waterloo, in the County of Black Hawk, State of Iowa(the "Issuer") acting through its Board of Trustees of the Waterloo Municipal Communications Utility (the "Board") and Cedar Rapids Bank& Trust, Cedar Rapids, Iowa(the "Lender"). The parties agree as follows: 1. Loan. Lender agrees to loan to the Issuer the sum of$2,000,000, and the Issuer agrees to borrow and accept from the Lender, a loan in the principal amount of$2,000,000 (the "Loan"),to be evidenced by the issuance of a Taxable Communications Utility Revenue Capital Loan Notes Anticipation Project Note, Series 2023 (the "Note"), in the principal of$2,000,000, issued as a single Note, authorized by resolution of the Council (the "Resolution"), dated September 6, 2023. The proceeds of the Loan shall be used to pay 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. Any remaining Loan proceeds, including accrued interest, if any, shall be deposited in the Project Fund and shall be held therein and used, along with other amounts therein, to pay principal of and interest on the Loan at maturity on December 1, 2025 (the "Maturity"). At Issuer's sole election, the outstanding principal of the Loan, along with accrued interest, may be paid prior to Maturity at any time. 2. Disbursements. Proceeds of the Loan shall be made available to the Issuer in the form of one or more periodic disbursements as provided in this Section, beginning with an initial disbursement issued on the date hereof in the amount of$150,000. Subsequent disbursements 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, 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 initial disbursement and subsequent disbursements shall be recorded on the Note. The interest rate on the Note shall be 6.00%percent per annum, said interest 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 preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. Interest shall accrue on the principal amount of each installment at said rate per annum from the date of delivery for each installment to Maturity or payment prior thereto. A single Note, in substantially the form outlined in Section 4.0 of the Resolution, shall be issued to evidence the obligations of the Issuer and to record disbursements. Disbursements shall be made in funds immediately payable to the Issuer at the address specified in the disbursement request in the form of a check, wire transfer, or automated clearinghouse system transfer, as requested by the Issuer. Disbursement requests shall list the amount of the requested disbursement (the total of all such disbursements shall not exceed the Loan amount), the requested form of disbursement, the requested date of disbursement, -1- and shall be signed by the Mayor and the City Clerk. At the time of disbursement, the disbursement shall be recorded on the Note. The Note shall mature on December 1, 2025. 3. Repayment. The Issuer agrees to repay the principal amount of the Loan or such lesser amount as may be advanced hereunder and any unpaid interest thereon on or before Maturity. The Note shall be executed and delivered to the Lender to evidence the Issuer's obligation to repay the amounts payable hereunder. The Note shall be dated the date of delivery and shall bear interest from the date of delivery of each installment until Maturity as specified in Section 2 hereof. 4. The Board has adopted the Resolution authorizing and approving the form of this Agreement and providing for the issuance and securing the payment of the Loan and establishing the terms thereof, and the Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. The principal of and interest on the Note shall be payable solely from the Project Fund, on terms outlined in the Resolution. 5. The Issuer may issue additional Project Notes of equal standing and parity of lien with the Note 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. 6. In connection with its purchase of the Note, the Lender represents and agrees as follows: a. We have sought such advice as we have deemed necessary and have sufficient knowledge, and experience in financial and business matters, including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits represented by the Note. b. We are aware that the operation of the Municipal Communications Utility involves certain economic variables and risks that could affect adversely the security of the Note. c. We are able to bear the economic risks of such Note. d. We understand that no offering statement, prospectus, offering circular or other comprehensive offering statement containing material information with respect to the Issuer,the Note, or with respect to the Project and the City is being issued and that, in due diligence,we have sought such advice as we have deemed necessary and have made our own inquiry and analysis with respect to the Issuer,the Note and the security therefor, the Project, and other material factors affecting the security and payment of the Note. e. We acknowledge that we have been supplied with financial information which is adequate for a reasonable investor in making investment decisions, and we have had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Issuer,the Project,the Note and the security therefor, and including purchase and ownership of municipal and other obligations, so that as a reasonable investor,we have been able to make our decision to purchase the Note. -2- f. We understand that the Note (a) is not being registered under the Securities Act of 1933 and is not being registered or otherwise qualified for sale under the laws of Iowa or the "Blue Sky" laws and regulations of any other state, (b)will not be listed on any stock or other securities exchange, (c)will carry no rating from any rating service, and(d) will not be readily marketable. We will not re-offer, sell or transfer the Note. We will hold the loan in our own account to Maturity. 7. This Agreement is executed by the Issuer pursuant to the provisions of Sections 76.13, Code of Iowa, as amended, and shall be read and construed as conforming to all provisions and requirements of said statute. 8. The Lender specifically acknowledges the provisions of Section 362.5 of the City Code of Iowa with respect to conflicts of interest in public contracts. The Lender specifically acknowledges that no officer of the City employed by the Lender was directly involved with the preparation of this Loan Agreement and no such employee's remuneration of employment will be directly affected as a result of this Loan Agreement. In addition, no such officer employed by the Lender has an ownership interest in Lender. IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written. CITY OF WATERLOO, IOWA, by and through its Board of Trustees of the Waterloo Municipal Communications Utility (Issuer) By: airperson of the Boar. .f Trustees ATTEST: By: ecretary of a Board of Trustees -3- CEDAR RAPIDS BANK&TRUST, CEDAR RAPIDS, IOWA (Lender) Q By: rC�Q— I — Si: re 16 T J R. atf)6 s SVP/TA-sAfvP-c1L— Title 02248781-1\24268-003 -4- 1 PURCHASE AGREEMENT We hereby agree to purchase the City of Waterloo, State of Iowa, Taxable Communications Utility Revenue Capital Loan Notes Anticipation Project Note, Series 2023, (the "Notes"), in the principal amount of$2,000,000,to be dated September 20, 2023, and to mature as follows: Principal Interest Maturity Amount Rate December 1 $2,000,000* 6.00% 2025 * or such lesser amounts as may be advanced under the Note Interest will be payable June 1, 2024, semiannually thereafter on December 1 and June 1 each year, and at maturity or redemption prior thereto. The undersigned Purchaser hereby agrees to perform under the terms of this Agreement, and to purchase the Notes from the City of Waterloo by and through its Board of Trustees of the Waterloo Municipal Communications Utility at a price of$2,000,000 and accrued interest within thirty days upon delivery of the Notes to the Purchaser together with an opinion approving and certifying the legality of the Notes by the firm of Ahlers & Cooney, P.C., Attorneys, Des Moines, Iowa. The undersigned, for and on behalf of the Purchaser hereby represents, certifies and agrees as follows: 1. We have sought such advice as we have deemed necessary and have sufficient knowledge, and experience in financial and business matters, including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits represented by the Notes. 2. We are aware that the operation of the Municipal Communications Utility involves certain economic variables and risks that could affect adversely the security of the Notes. 3. We are able to bear the economic risks of such Notes. 4. We understand that no offering statement, prospectus, offering circular or other comprehensive offering statement containing material information with respect to the Issuer,the Notes, or with respect to the Project and the City is being issued and that, in due diligence, we have sought such advice as we have deemed necessary and have made our own inquiry and analysis with respect to the Issuer,the Notes and the security therefor, the Project, and payment of the Notes. 5. We acknowledge that we have been supplied with financial information which is adequate for a reasonable investor in making investment decisions, and we have had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Issuer,the Project and the Notes, so that as a reasonable investor, we have been able to make our decision to purchase the Notes. - 1 - 6. We are acquiring the Notes for our own account and not with a view to resale or other distribution thereof, and we do not presently intend to divide the Notes purchased by us nor to resell or otherwise dispose of all or any part of the Notes. We will not re-offer, sell or transfer the Note. We will hold the loan in our own account to Maturity. 7. We understand that the Notes(a) are not being registered under the Securities Act of 1933 and are not being registered or otherwise qualified for sale under the laws of Iowa or the "Blue Sky" laws and regulations of any other state, (b)will not be listed on any stock or other securities exchange, (c) will carry no rating from any rating service, and (d) will not be readily marketable. We agree not to offer, sell or transfer any of the Notes or make any change in registration of any of the Notes without having first determined that the sale or transaction which necessitates or prompts the transfer to change of registration may be made without violating the Iowa Uniform Securities Act or any other applicable law, rule or regulation. Dated this CUB day of J^p 1e/Y7VB&Q», 2023. CEDAR RAPIDS BANK & TRUST, Cedar Rapids, Iowa By: V �G �oKIN P:, 1a0-eS SVP -2 - Accepted on behalf of the Board of Trustees of the Waterloo Municipal Communications Utility, City of Waterloo, State of Iowa. airperson of the Bo f Trustees ATTEST: Secretary o he Board of Trustees (SEAL) - 3 - DELIVERY CERTIFICATE We the undersigned Chairperson and Secretary of the Board of Trustees of the Waterloo Municipal Communications Utility, City of Waterloo, do hereby certify that we are the officers, respectively below indicated, of a municipal corporation in the State of Iowa, known as the City of Waterloo, State of Iowa;that in pursuance of the provisions of Sections 384.24A and 384.83, Code of Iowa, there have been heretofore lawfully authorized and this day by us lawfully executed, issued, caused to be registered, authenticated and delivered fully registered Taxable Communications Utility Revenue Capital Loan Notes Anticipation Project Note, Series 2023, of the City of Waterloo, State of Iowa, in the amount of$2,000,000, dated September 20, 2023, bearing interest and maturing as follows: Principal Interest Maturity Amount Rate December 1 $2,000,000 6.00% 2025 Each of the Notes has been executed with the manual or facsimile signature of the Chairperson and the manual or facsimile signature of the Secretary of the Board of Trustees of Waterloo Municipal Communications Utility. The Notes have been delivered to: Cedar Rapids Bank& Trust, Cedar Rapids, Iowa and have been paid for in accordance with the terms of the contract of sale and at a price of $2,000,000, and accrued interest. We further certify that no controversy or litigation is pending,prayed or threatened involving the incorporation, organization, existence or boundaries of the City, or the titles of the undersigned City officers to their respective positions, or the validity of the Notes, or the pledge of the Project Fund, to the payment of the Notes or the power and duty of the City to construct, own and operate the Municipal Communications Utility as a revenue producing undertaking and to provide, charge and apply adequate rates and charges, and that none of the proceedings or authority for the issuance of the Notes has been repealed, revoked, rescinded, or modified in any manner. We further certify that each of the officers whose signatures appear on the Notes were in occupancy and possession of their respective offices at the time the Notes were executed and do hereby adopt and affirm their signatures appearing in the Notes. We further certify that the present financial condition of the Municipal Communications Utility is as follows: Total communications utility revenue bonded indebtedness, including above- mentioned Taxable Communications Utility $2,000,000 Revenue Capital Loan Notes Anticipation Project Note, Series 2023 All other indebtedness of any kind, payable from $0.00 Communications Utility Revenue IN WITNESS WHkREOF, we have hereunto affixed our hands at the City of Waterloo, State of Iowa, this 20 day of S fern 6FQ , 2023. Chairperson KIVAV Secretary of Board of Trustees (SEEv:L)- 02248783-1\24268-003 v Jy_ _ \r iy TRANSCRIPT CERTIFICATE I, the undersigned, being first duly sworn, do hereby depose and certify that I am the duly appointed, qualified and acting Secretary of the Board of Trustees of the Waterloo Municipal Communications Utility, Waterloo, State of Iowa, and that as such Secretary I have in my possession or have access to the complete corporate records of the Board of Trustees and of its officials, and that I have carefully compared the transcript hereto attached with the aforesaid corporate records and that the transcript hereto attached is a true and complete copy of all the corporate records in relation to the authorization, issuance and disposition of$2,000,000 Taxable Communications Utility Revenue Capital Loan Notes Anticipation Project Note, Series 2023, of the City dated September 20, 2023, and that the transcript hereto attached contains a true and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time, in relation to the authorization, issuance and disposition of the Notes, and that the Board of Trustees of the Waterloo Municipal Communications Utility consists of a Chairperson and 4 (four) additional Board Members, and that the offices were duly and lawfully filled by the individuals listed in the attached transcript as of the dates and times referred to therein. I further certify that according to the records in my office,the named members of the Board were duly and regularly elected to such office, and were, during all of the year 2023, and now are,the legally elected, constituted and acting Board of Trustees of the City. I further certify that no litigation is pending,prayed or threatened affecting the validity of the Notes hereinabove referred to, nor affecting the title of any of the Board officers and Board Members to their official positions. I further certify that all meetings of the Board of Trustees at which action was taken in connection with the Notes were open to the public at all times in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Board and was duly given at least twenty-four hours prior to the commencement of the meeting by notification of the communications media having requested such notice and posted on a bulletin board or other prominent place designated for the purpose and easily accessible to the public at the principal office of the Board all pursuant to the provisions and in accordance with the conditions of the local rules of the Board and Chapter 21, Code of Iowa. I further certify that no City officer or employee has any interest in the contract for the sale of the Notes or any matter incidental thereto, according to my best knowledge and belief. WITNESS my hand and the seal of the Board hereto attached this / f H day of �, 2023, at Waterloo, Iowa. Q �J Secretary of a Board of Trustees, Waterloo (SEAL) Municipal Communications Utility, State of Iowa Finally,the below stated officers whose signatures appear hereafter are now the duly qualified and acting officials of the City,possessed of the offices as designated below,to-wit: Chairperson: Andy VanFleet (Original ',nature) Secretary: Kelley Felchle u2&, / Ve-14-52"--- ( ginal Signature) STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) Subscribed and sworn to before me by Andy VanFleet and Kelley Felchle on this 4 e ^ a"` day of "�i'lei6P— , 2023. 0-"'", d NANCY H1GBY = a'� i cok t�!ssaora No.788229 Notary ublic and r ck Hawk County, t ' "- 'BB MYcCJiA°V sstcNEXPRES 'Q N� t -3- -` Iowa (SEAL) 02243645-1\24268-003 r _ l • • f • • w. ORGANIZATION CERTIFICATE STATE OF IOWA ) ) COUNTY OF BLACK HAWK )SS I, the City Clerk of the City of Waterloo, in the County and State aforesaid, do hereby c rtify that a Municipal Communications Utility was established in the City in the year D6 5 ,pursuant to due authorization by the voters of the City at an election duly held prior to the establishment, and that the Municipal Communications Utility has been in continuous operation since its establishment as aforesaid in supplying its services to the City and its inhabitants. I do further certify that the management and control of the Municipal Communications Utility was placed in the hands of a Board of Trustees in the year aC05 ,pursuant to an election held on day of/VWe%IG ' $ , Q*5 , and that the Municipal Communications Utility has been continuously operated by the Board of Trustees since the organization by the Board. I do further certify that there is not pending or threatened any question or litigation whatsoever touching the establishment, or the improvements or extensions of the Municipal Communications Utility. Q, �" Witness my hand and seal of the City this I 3±h day of VJkWIWC.v , 2023. .i .teel-- clde.td,, City Clerk (SEAL) 02243559-1\24268-003 4 = , w -j BOARD OF TRUSTEES CERTIFICATE STATE OF IOWA ) COUNTY OF BLACK HAWK )SS We, the undersigned, Mayor and Clerk of the City of Waterloo, State of Iowa,hereby certify that as shown by the records of the City,the present members of the Board of Trustees of the Municipal Communications Utility of the City, each duly appointed by the Mayor and confirmed by the City Council, with their respective terms of office, are as follows: BOARD OF TRUSTEES Andrew Van Fleet , for term ending January 14, 2025 Michael Young , for term ending December 28, 2026 Theodore Batemon , for term ending February 24, 2026 Rich Kurtenbach , for term ending December 12, 2028 Amy Wienands , for term ending May 1, 2029 We further certify that the above members of the Board of Trustees each duly accepted the appointment and duly qualified and furnished official bond duly approved by the Mayor and filed with the Clerk of the City as required by law; and are now the duly appointed and acting Board of Trustees for the management and control of the Municipal Communications Utility of the City, and that Andrew VanFleet is Chairperson of the Board, and Kelley Felchle is Secretary of the Board of Trustees. We further certify that no controversy or litigation is pending,prayed or threatened involving the titles of the aforesaid officers to their respective positions or to the Board of Trustees of the Municipal Communications Utility created to manage and control the Municipal Communications Utility of the City. W. ess our hands and the seal of the City of Waterloo, State of Iowa,this /L3 c �. day of !/ � , 2023. Mayor ATTEST: City Clerk (SEAL) 02243668-1\24268-003 v - 91 iw, 6pw. r . 47. • ."v =Efk c `as