HomeMy WebLinkAboutTranscript - Waterloo MCU - Taxable CUR CLN (Amendment)ATTtrRNEYS
Ay.LERs trooNEy
Ahlerc & Cooney, P.C.
Attomeys at Law
100 Court Avenue, Suite 600
Des Moines, lowa 50309-2231
Phone: 515-243-7611
Fax: 515-243-2149
www,ahlerclaw.com
December 2,2024
Cedar Rapids Bank & Trust
Cedar Rapids, Iowa
We have acted as Bond Counsel in connection with the execution of an Amendment to
Interim Loan and Disbursement Agreement effective as of December 2,2024 (the
"Amendment") and the issuance and delivery by the Board of Trustees of the Waterloo
Municipal Communications Utility of the City of Waterloo, State of Iowa (the "Issuer"), of its
Taxable Communications Utility Revenue Capital Loan Notes Anticipation Project Note, Series
2023, in the aggregate principal amount of $4,000,000 or such lesser amount as shall be
advanced and outstanding thereunder (the "Replacement Note"), said Replacement Note dated
December 2,2024. The Amendment supplements and amends an Interim Loan and
Disbursement Agreement dated as of September 20, 2023 (the "Original lnterim Loan and
Disbursement Agreement" and together with the Amendment to Interim Loan and Disbursement
Agreement, the "Agreement") between the Issuer and Cedar Rapids Bank & Trust, Cedar Rapids,
Iowa (the "Lender"). The Replacement Note is being issued in exchange for the tender and
cancellation of that certain $2,000,000 Taxable Communications Utility Revenue Capital Loan
Notes Anticipation Project Note No. R-1, Series 2023, dated September 20,2023 (the "Original
Note"), pursuant to the Amendment.
For the pu{pose of rendering this opinion, we have examined:
1. The Replacement Note;
2. The Amendment to Interim Loan and Disbursement Agreement;
3. A certified copy of the resolution of the governing body of the Issuer approving
and authorizing the execution of the Replacement Note, the Amendment and other documents;
and
4. Such other documents as we consider necessary in order to render this opinion.
As to questions of fact material to our opinion, we have relied upon representations of the
Issuer contained in the Resolution dated November 14,2024 authorizing the Amendment and
issuance of the Replacement Note (the "Resolution") and in the certified proceedings and other
certifications of public officials furnished to us, without undertaking to verifu the same by
independent investigation.
We have not been engaged to or undertaken to review the accuracy, completeness or
sufficiency of any offering material relating to the Note and we express no opinion relating
thereto.
\Mshard&Baily-1888,Guernsey&Baily-1893,Baily&Stipp-1901,Stipp,Perry,Bannister&Starzinger-1914,Bannister,Carpenter,
Ahlers & Cooney - 1950, Ahlers, Cooney, Dorweiler, Allbee, Haynie & Smith - 1974, Ahlers, Cooney, DoMeiler, Haynie, Smith & Allbee, P.C. - 1990
December 2,2024
Page 2
Based on our examination and in reliance upon the certified proceedings and other
certifications described above, we are of the opinion, under existing law, as follows:
The Amendment and Replacement Note are lawfully issued obligations of the City,
payable solely from the Communications Utility Project Fund to which the City has appropriated
the future receipt of proceeds of Communications Utility Revenue Capital Loan Notes at such
time as the notes are sold and issued to finance the City costs of the Project more particularly
described in detail in the resolution authorizing the issuance of the Original Note.
The interest on the Replacement Note is not excluded from gross income for federal
income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended. THE
HOLDERS OF THE REPLACEMENT NOTE SHOULD TREAT THE INTEREST THEREON
AS SUBJECT TO FEDERAL INCOME TAXATION. We express no other opinion regarding
any other federal or state income tax consequences caused by the receipt or accrual of interest on
the ReplacementNote.
We express no opinion herein regarding tax consequences arising with respect to the
Replacement Note other than as expressly set forth herein.
It is to be understood that the rights of the holders of the Replacement Note and the
enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent
constitutionally applicable and that their enforcement may also be subject to the exercise of
judicial discretion in appropriate cases.
This opinion is given as of the date hereof, and we assume no obligation to revise or
supplement this opinion to reflect any facts or circumstances that may hereafter come to our
attention, or any changes in law thatmay hereafter occur.
Respectfully submitted,
4L*Ceoa?, y'. c .
(This Notice to be posted)
NOTICE AND CALL OF PUBLIC MEETING
The Board Of Trustees of the Waterloo Municipal
Communications Utility, City of Waterloo, State of Iowa.
November 14,2024
Governmental Body
Date of Meeting:
Time of Meeting:
Place of Meeting:
(Uv o,clock f-*
Harold E. Getty Council Chambers, 715 Mulberry Street,
Waterloo,Iowa.
PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body
will meet at the date, time and place above set out. The tentative agenda for the meeting is as
follows:
Taxable Communications Utility Revenue Capital Loan Notes Anticipation Project Note, Series
2023 (Amendment to increase loan amount, reduce interest rate, and extend maturity date)
Resolution amending the Resolution adopted September 6,2023, authorizing the
issuance of Taxable Communications Utility Revenue Capital Loan Notes Anticipation
Project Note, Series 2023, and authorizing execution and delivery a Replacement Note.
Such additional matters as are set forth on the additional page(s) attached hereto
(number)
This notice is given at the direction of the Chairperson pursuant to Chapter 21, Code of
Iowa, and the local rules of the governmental body.
Secretary Board of Trustees, Waterloo
Municipal unications Utility, Waterloo,
State of Iowa
met
Street, Water
Chairperson
November 14,2024
Board of Trustees of the Waterloo Municr pal Communications Utility, State of Iowa,
cial sesslon, ln Council Chambers, 715 Mulberry
Iowa, at hv , on the above date. There were present
in the chair, and the following named Board Members:
Absent: Hr'*d,I
{<***,tr&rk
Board Member
its adoption. Board
was called and the vote was:
introduced the following Resolution and moved
seconded the motion to adopt. The roll
Fou,AYES:
NAYS:
Whereupon the Chairperson declared the following Resolution duly adopted:
RESOLUTION AMENDING THE RESOLUTION ADOPTED
SEPTEMBER 6, 2023, AUTHORIZING THE ISSUANCE OF
TAXABLE COMMUNICATIONS UTILITY REVENUE
CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE,
SERIES 2023, AND AUTHORIZING EXECUTION AND
DELIVERY OF A REPLACEMENT NOTE
WHEREAS, the Issuer is a political subdivision duly organized and existing under and by
virtue of the laws and Constitution of the State of Iowa; and
WHEREAS, the Issuer approved a Resolution adopted September 6,2023, (the "Prior
Authorizing Resolution") authorizing an Interim Loan and Disbursement Agreement (the ool-oan
Agreement") and the issuance of a $2,000,000 Taxable Communications Utility Revenue Capital
Loan Notes Anticipation Project Note, Series 2023 (the "Note" or "Notes"); and
WHEREAS, it is deemed necessary and advisable that the Prior Authorizing Resolution
and the Loah Agreement be amended to increase the principal amount of the Note, reduce the
interest rate, extend the maturity date, and establish a draw schedule for the additional principal
amount (the "Amendments"); and
WHEREAS, Cedar Rapids Bank & Trust of Cedar Rapids,Iowa (the Lender), as current
holder of the Note, has authorizedthe Amendments; and
WHEREAS, an Amendment to Interim Loan and Disbursement Agreement and a
Replacement Note have been prepared to reflect the Amendments; and
WHEREAS, the Replacement Note will be payable from the Project Fund established in
the Prior Authorizing Resolution into which the Issuer pledges aggregate proceeds of not to
.|
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exceed $4,000,000 Communications Utility Revenue Capital Loan Notes, which the Board
authorized additional action upon by resolution dated September 6, 2023, said notes to be issued
upon completion of the Project:
NOW THEREFORE BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE
WATERLOO MUNICIPAL COMMTINICATIONS UTILITY, CITY OF WATERLOO, STATE
OF IOWA:
Section 1. The Prior Authorizing Resolution and Loan Agreement shall be and are
hereby amended as follows, said amendments to be effective December 2,2024:
a.The principal amount shall be increased to $4,000,000; and
b. The Final Maturity date shall be extended to December 1, 2026; and
c. The interest rate shall be reduced to 5.75%o per annum, with the original
interest rate of 60/o per annum remaining in place for the time period through
and including December 1,2024, and the amended interest rate of 5.75o/o per
annum applicable for the time period on and after December 2,2024,with
interest at the amended rate (5.75Yo) accruing on the outstanding principal
amount beginning on December 2,2024 and on each loan advance thereafter
from the date of each advance; and
d. The additional $2,000,000 added by this amendment shall be advanced in the
following amounts on the following dates: $650,000 on December 2,2024;
$450,000 on March 10,2025; $450,000 on June 10,2025; and $450,000 on
September 10,2025.
Section 2. The Amendment to Interim Loan and Disbursement Agreement and the
Replacement Note in substantially the forms presented to this Board are hereby approved and
authorized to be executed, issued and delivered on behalf of the Issuer by the Chairperson and
attested by the Secretary of the Board of Trustees.
Section 3. The Chairperson and Secretary of the Board of Trustees and other officials
shall take such action as is necessary to carry out the provisions of this resolution and to
effectuate the Amendments and the Amendment to Interim Loan and Disbursement Agreement.
Section 4. The Prior Note shall be cancelled and be of no further force or effect upon
the execution of the Replacement Note and delivery of the same to the Lender.
Section 5. Except as amended herein, all of the other terms and provisions of the
Prior Authorizing Resolution and Loan Agreement are in all respects ratified, confirmed and
approved and shall remain in full force and effect and shall not be affected by this resolution.
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r4L 2024.PASSED AND APPROVED this
ATTEST:
Secretary Board of Trustees
day of
Chairperson
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CERTIFICATE
STATE OF IOWA
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 certi$z 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 /q of
2024
Secretary Board of Trustees, Waterloo
Municipal Utility, Waterloo,
State of Iowa
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AMENDMENT TO INTERIM
LOAN AND DISBURSEMENT AGREEMENT
The Interim Loan and Disbursement Agreement entered into as of September 20,
2023 (the "Loan Agreement") 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"), relating to a loan from the Lender to the City
in the original principal amount of $2,000,000, is hereby amended as follows:
The principal amount shall be increased to $4,000,000; and
The Final Maturity date shall be extended to December 1, 2026; and
The interest rate shall be reduced to 5.75Yo per annum, with the original
interest rate of 6Yo per annum remaining in place for the time period
through and including December 1, 2024, and the amended interest rate of
5.75% per annum applicable for the time period on and after December 2,
2024, with interest at the amended rate (5.75%) accruing on the outstanding
principal amount beginning on December 2,2024 and on each loan advance
thereafter from the date of each advance; and
The additional $2,000,000 added by this amendment shall be advanced in
the following amounts on the following dates: $650,000 on December 2,
2024; $450,000 on March 10,2025; $450,000 on June 10,2025; and
$450,000 on September 10, 2025.
5. This Amendment to the Loan Agreement shall be effective December 2,
2024.
6. Except as amended herein, all of the other terms and conditions of the Loan
Agreement are in all respects ratified, confirmed and approved and shall remain in fuIl
effect.
.,, IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the
Waay of ,r4/dvalnha. ,'2024.
1
2
J
4
1
CITY OF WATERLOO, IOWA, by and through its Board of Trustees of the Waterloo
Municipal Communications Utility (Issuer)
By:
on of the of Trustees
Attest:
the of Trustees
(sEAL)
4865-9117-0291 v.l
S
2
By
CEDAR RAPIDS BANK & TRUST, CEDAR RAPIDS, IOWA (Lender)
laHN A. ol ks
'VP
t't'-tttsxP6P
Title
aJ
REGISTERED
CERTIF'ICATE NO. 1
REGISTEREI)
$4,000,000
UNITED STATES OX' AMERICA
STATE OX'IOWA
COUNTY OF BLACK HAWK
CITY OF WATERLOO
TAXABLE COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES
ANTICIPATION PROJECT NOTE
SERIES 2023
(REPLACEMENT NOTE)
Interest Rate Maturitv Date Orieinal Dated Date Amendment Date
December 2,20246.000 through
December 1r2024
5.7sYo beginning
December 212024
December 112026 September 2012023
The City of Waterloo, State of Iowa, a public body organized andexisting 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
CEDAR RAPIDS BANK & TRUST, CEDAR RAPIDSN IOWA
or registered assigns, the principal sum of FOUR 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 I and June I 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 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 76.13,384.24{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 (as amended) of the Board
of Trustees of the Municipal Communications Utility of the City duly passed and approved, for the
pu{pose 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,
as amended.
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. A11 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 apart, 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 apart
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 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.
Date of en$e 2024 CITY OF WATERLOO, STATE OF IOWA, BY
AND THROUGH THE BOARD OF TRUSTEES OF
of Trustees
TrusteesBy
This is one of the Notes described in the within THE wATERLoo MUNICIPAL
mentioned Resolution, as registered by the COMMUNICATIONS
Secretary of the Board of Trustees.
SECRETARY OF THE BOARD OF
Chairperson of
ATTEST:
TRUSTEES, Registrar
By:
of the
Registrar and Agent: Secretary of the Board of Trustees
Paying Agent: Secretary of the Board of Trustees
RECORD OF ADVANCES
lAmount Date lAmount Daterl$6l$
2l$7l$
J l$sl$
4l$el$
5 l$10 l$
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No
Note and does hereby irrevocably constitute and appoint
) the within
attorney in fact
to transfer the said 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*
Partnership
Corporation
Trust
xlf 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
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA LINIF TRANS MIN ACT Custodian
.[".H%-" u,,r"#iili]rr"* to Minors Act. . .. . .. .. .. ... . .. ..
(State)
DELIVERY CERTIFICATE
We the undersigned Chairperson and Secretary of the Board of Trustees of the Waterloo
Municipal Communications Utility, City of Waterloo, do hereby certiff 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 7 6.13 , 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 $4,000,000, dated the amendment date of
December 2,2024 (the "Replacement Note"), bearing interest and maturing as follows:
Principal
Amount
Interest
Rate
Maturity
December I
$4,000,000 6.00% through I2l I 12024
5 .7 5% beginning 121212024
2026
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
$4,000,000, and accrued interest.
We further certiS that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City, or the titles of the
undersigned City officers to their respective positions, or the validity of the Notes, or the pledge
of the Project Fund, to the payment of the Notes or the power and duty of the City to construct,
own and operate the Municipal Communications Utility as a revenue producing undertaking and
to provide, charge and apply adequate rates and charges, and that none ofthe proceedings or
authority for the issuance of the Notes or the Replacement Note has been repealed, revoked,
rescinded, or modified in any manner.
We further cerli$ that each of the officers whose signatures appear on the Replacement
Note were in occupancy and possession of their respective offices at the time the Note was
executed and do hereby adopt and affirm their signatures appearing in the Note.
We further certi$'that the present financial condition of the Municipal Communications
Utility is as follows:
Total communications utility revenue bonded indebtedness,
including above- mentioned Amended Taxable
Communications Utility Revenue Capital Loan Notes
Anticipation Project Note, Series 2023
All other indebtedness of any kind, payable from
Communications Utility Revenue
$4,000,000
$0.00
IN WITNESS WHEREOF, we have hereunto affixed our
State of Iowa, this d,\d day of hecern6€A ,2024.
hands at the City of Waterloo,
of Trustees
(sEAL)
TRANSCRIPT CERTIFICATE
I, the undersigned, being first duly sworn, do hereby depose and certifu 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 the $4,000,000
Taxable Communications Utility Revenue Capital Loan Notes Anticipation Project Note, Series
2023, of the City dated December 2,2024 (Amendment Date December 2,2024), 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
avthorization, 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 2024, and
now are, the legally elected, constituted and acting Board of Trustees of the Municipal
Communications Utility of the City.
I further certifu that no litigation is pending, prayed or threatened affecting the validity of
the Notes hereinabove referred to, or of the Replacement Note, nor affecting the title of any of
the Board officers and Board Members to their official positions.
I further certifz 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 2I, Code of Iowa.
I further cerlifu 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.
Smy hand and the seal of the Board hereto attached ,hi" // H
day of
2024, at Waterloo, Iowa.
of Board of Trustees, Waterloo
(sEA,L)Municipal
Iowa
,::" :,
' ,t .'
unications Utility, State of
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
Secretary:
(Original
Kelley Felchle
(Original Signature)
STATE OF IOWA
COI-INTY OF BLACK HAWK
Subscribed and to before me by Andy VanFleet and Kelley Felchle on this
2024.d day of
in for Black Hawk County,
Iowa
(sEAL)
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STATE OF IOWA
COUNTY OF BLACK HAWK
BOARD OF TRUSTEES CERTIFICATE
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We, the undersigned, Mayor and Clerk of the City of Waterloo, State of Iowa, hereby
certifu 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 74,2025
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 certiff 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 certiS'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.
Witness our hands and the seal of the City of Waterloo, State of Iowa, this
day of AJanNw ,2024.
Mayor
ATTEST:
Clerk
(SEAL)
4890-6974-1299 v.l
/?#
STATE OF IOWA
ORGANIZATION CERTIFICATE
)
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)SS
I, the City Clerk of the City of Waterloo, in the County and State aforesaid, do hereby
certifu that a Municipal Communications Utility was established in the City in the year 2005,
pursuant to due atrthorizatron 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 certifu that the management and control of the Municipal Communications
Utility was placed in the hands of a Board of Trustees in the year 2005, pursuant to an election
held on day of November 8, 2005, and that the Municipal Communications Utility has been
continuously operated by the Board of Trustees since the organization by the Board.
I do further certi$r 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.
COI.INTY OF BLACK HAWK
Witness my hand and seal of the City this
(sEAL)
4865-57484531 v.l
/lf day of 2024.
City